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 June 30, 2006 |
[ ] | | 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 June 30, 2006: 114,384,947 shares of common stock
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Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
SIGNATURELEISURE,INC.
Index
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PART I. | | FINANCIAL INFORMATION | | |
Item 1. | | Financial Statements | | |
| | Consolidated Balance Sheet (unaudited) | | 3 |
| | Consolidated Statements of Operations (unaudited) | | 4 |
| | Consolidated Statement of Changes in Shareholder’s Deficit (unaudited) | | 5 |
| | Consolidated Statements of Cash Flows (unaudited) | | 6 |
| | Notes to the Financial Statements (unaudited) | | 7 |
Item 2. | | Management's Discussion and Analysis of Financial Condition | | |
| | and Plan of Operations | | 12 |
Item 3. | | Controls and Procedures | | 17 |
Part II. | | OTHER INFORMATION | | |
Item 1. | | Legal Proceedings | | 18 |
Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 18 |
Item 3. | | Defaults Upon Senior Securities | | 18 |
Item 4. | | Submission of Matters to a Vote of Security Holders | | 18 |
Item 5. | | Other Information | | 18 |
Item 6. | | Exhibits and Reports on Form 8-K | | 18 |
SIGNATURES | | 19 |
2
SIGNATURELEISURE,INC. Consolidated Balance Sheet June 30, 2006 (Unaudited)
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Assets | | | | |
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Current assets: | | | | |
Cash | | $ | | 178,466 |
Accounts receivable, less allowance for doubtful accounts of $7,405 | | | | 1,704 |
Inventory (Note 1) | | | | 16,850 |
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Total current assets | | | | 197,020 |
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Equipment, less accumulated depreciation of $1,228 | | | | 2,595 |
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Intangible assets: | | | | |
Website, net (Note 8) | | | | 5,417 |
Contact list, net (Note 8) | | | | 5,417 |
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Total assets | | $ | | 210,449 |
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Liabilities and Shareholders' Deficit | | | | |
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Current liabilities: | | | | |
Accounts payable | | $ | | 5,000 |
Accrued liabilities | | | | 596 |
Customer deposits | | | | 3,450 |
Prepaid service contracts | | | | 1,500 |
Indebtedness to related parties (Note 3) | | | | 1,001,610 |
Notes payable (Note 2) | | | | 65,000 |
Accrued interest payable | | | | 13,300 |
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Total current liabilities | | | | 1,090,456 |
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Shareholders' deficit (Note 5): | | | | |
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, | | | | |
114,384,947 shares issued and outstanding | | | | 11,439 |
Additional paid-in capital | | | | 5,313,332 |
Retained deficit | | | | (6,204,778) |
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Total shareholders' deficit | | | | (880,007) |
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Total liabilities and shareholders’ deficit | | $ | | 210,449 |
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See accompanying notes to consolidated financial statements. 3
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SIGNATURELEISURE,INC. Consolidated Statements of Operations (Unaudited)
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| | For The Three Months Ended | | For The Six Months Ended |
| | June 30, | | | | June 30, | | |
| | 2006 | | | | 2005 | | 2006 | | | | 2005 |
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Revenue: | | | | | | | | | | | | |
Vehicle sales | | $ 50 | | $ | | - | | $ 10,340 | | $ | | - |
Service revenues | | 7,036 | | | | 16,469 | | 10,575 | | | | 23,784 |
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Total revenue | | 7,086 | | | | 16,469 | | 20,915 | | | | 23,784 |
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Operating expenses: | | | | | | | | | | | | |
Cost of sales: | | | | | | | | | | | | |
Vehicles | | 7,054 | | | | - | | 31,077 | | | | - |
Contract services | | - | | | | 3,535 | | 80 | | | | 8,205 |
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Stock based compensation (Note 5): | | | | | | | | | | | | |
Legal services | | 14,500 | | | | 34,000 | | 14,500 | | | | 84,000 |
Other business consulting | | 323,750 | | | | 175,500 | | 986,750 | | | | 169,925 |
Commitment fee | | - | | | | 15,000 | | - | | | | 15,000 |
Officer compensation | | - | | | | - | | - | | | | 300,000 |
Contributed rent (Note 7) | | - | | | | 423 | | - | | | | 1,694 |
Selling, general and administrative | | 132,058 | | | | 89,216 | | 225,509 | | | | 338,923 |
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Total operating expenses | | 477,362 | | | | 317,674 | | 1,257,916 | | | | 917,747 |
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Operating loss | | (470,276) | | | | (301,205) | | (1,237,001) | | | | (893,963) |
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Interest expense | | (1,599) | | | | (1,515) | | (3,198) | | | | (2,459) |
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Loss before income taxes | | (471,875) | | | | (302,720) | | (1,240,199) | | | | (896,422) |
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Provision for income taxes (Note 4) | | - | | | | - | | - | | | | - |
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Net loss | | $ (471,875) | | $ | | (302,720) | | $ (1,240,199) | | $ | | (896,422) |
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Weighted average loss per share: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ (0.00) | | $ | | (0.01) | | $ (0.01) | | $ | | (0.04) |
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Weighted average number of shares | | | | | | | | | | | | |
of common shares outstanding | | 112,533,140 | | | | 24,220,294 | | 108,660,578 | | | | 22,376,681 |
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See accompanying notes to consolidated financial statements. 4
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SIGNATURELEISURE,INC. 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, December 31, 2005 | | 100,138,265 | | $ | | 10,014 | | $ | | 4,099,007 | | $ | | (4,964,579) | | $ | | (855,558) |
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Common stock issued in exchange for | | | | | | | | | | | | | | | | | | |
consulting services (Note 5) | | 12,250,000 | | | | 1,225 | | | | 985,525 | | | | - | | | | 986,750 |
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Common stock issued in exchange for | | | | | | | | | | | | | | | | | | |
legal services (Note 5) | | 78,378 | | | | 8 | | | | 14,492 | | | | - | | | | 14,500 |
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Common stock issued in payment for | | | | | | | | | | | | | | | | | | |
accounts payable (Note 5) | | 78,378 | | | | 8 | | | | 14,492 | | | | - | | | | 14,500 |
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Common stock issued in equity | | | | | | | | | | | | | | | | | | |
distribution agreement (Note 5) | | 1,839,926 | | | | 184 | | | | 199,816 | | | | - | | | | 200,000 |
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Net loss | | - | | | | - | | | | - | | | | (1,240,199) | | | | (1,240,199) |
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Balance, June 30, 2006 | | 114,384,947 | | $ | | 11,439 | | $ | | 5,313,332 | | $ | | (6,202,778) | | $ | | (880,007) |
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See accompanying notes to consolidated financial statements. 5
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SIGNATURELEISURE,INC. Consolidated Statements of Cash Flows (Unaudited)
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| | | | For The Six Months Ended |
| | | | June 30, | | | | |
| | | | 2006 | | | | 2005 |
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CASH FLOWS FROM OPERATIONS | | | | | | | | |
Net loss | | $ (1,240,199) | | $ | | (896,422) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Stock issued for services (Note 5) | | | | 1,001,250 | | | | 714,100 |
Depreciation and amortization expense | | | | 3,970 | | | | - |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivable | | | | 6,413 | | | | 10,800 |
Inventory and other current assets | | | | 9,511 | | | | - |
Accounts payable and accrued liabilities | | | | (18,004) | | | | 3,704 |
Accrued interest | | | | 3,198 | | | | 372 |
Accrued salaries and related expenses | | | | 129,200 | | | | 143,702 |
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Net cash used in operating activities | | $ | | (104,661) | | $ | | (23,744) |
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CASH FLOWS USED IN INVESTING ACTIVITIES: | | | | | | | | |
Purchase of equipment | | | | - | | | | (1,994) |
Purchase of Website | | | | - | | | | (10,000) |
Purchase of Customer List | | | | - | | | | (10,000) |
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Net cash used in investing activities | | | | - | | | | (21,994) |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from borrowings (Note 2) | | | | 200,000 | | | | 40,000 |
Proceeds from loans to related parties (Note 3) | | | | 50,084 | | | | 4,000 |
Repayments of loans to related parties | | | | (2,500) | | | | - |
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Net cash provided by financing activities | | | | 247,584 | | | | 44,000 |
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Net change in cash | | | | 142,923 | | | | (1,738) |
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Cash at beginning of period | | | | 35,543 | | | | 10,749 |
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Cash at end of period | | $ | | 178,466 | | $ | | 9,011 |
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See accompanying notes to consolidated financial statements. 6
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SIGNATURELEISURE,INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
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Note 1 - Basis of Presentation
Description of organization
Signature Leisure, Inc. (referred to as “Signature” or the “Company”) has been focused on the following operations during the three months ended June 30, 2006 and 2005: Signature Leisure, d.b.a Signature Auto, operates as an independent dealer in motor vehicles within the State of Florida. Parker Productions provides modeling and event staffing services.
E Cubed Technologies, Inc. provides information technology consulting operations. 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.
Management may also consider other opportunities as additional or alternative means to develop revenue for the company.
Inventory
Inventory is stated at the lower of cost (specific identification) or market. Market is generally considered to be net realizable value. Inventory consists of the following at June 30, 2006:
Computer equipment | | $ | | 16,850 |
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Total inventory | | $ | | 16,850 |
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Intangible assets
The intangible assets 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 three months ended June 30, 2006 and 2005 totaled $3,333 and $2,500, respectively.
Major classes of intangible assets consist of the following at June 30, 2006 and 2005:
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Web site | | $ | | 10,000 | | $ | | 10,000 |
Customer list | | | | 10,000 | | | | 10,000 |
Accumulated amortization | | | | (9,167) | | | | (2,500) |
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| | $ | | 10,833 | | $ | | 17,500 |
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Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
General and administrative expenses
General and administrative expenses consist of the following for the three months ended June 30, 2006 and 2005:
| | | | 2006 | | | | 2005 |
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Officer compensation | | $ | | 125,000 | | $ | | 125,000 |
Officer bonus | | | | - | | | | 150,000 |
Other G & A expense | | | | 105,509 | | | | 63,923 |
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| | $ | | 230,509 | | $ | | 338,923 |
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Note 2 Notes payable
On December 31, 2005, the company executed a note with Katalyst combining promissory notes and accrued interest into one in the amount of $69,689. The note carries an eight percent interest rate and matures on December 31, 2006.
Accrued interest on this note payable totaled $7,287 at June 30, 2006.
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SIGNATURELEISURE,INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
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Note 3 - Related Party Transactions
Notes payable
The following notes were issued to the Company’s president and sole director and are included in the accompanying financial statements as “Indebtedness to related parties”.
On December 31, 2005 the Company executed a $128,558 promissory note. The note is due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
During the six months ended June 30, 2006, the Company executed promissory notes totaling $33,667 in exchange for the payment of expenses. The notes are due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
No interest was paid during the six months ended June 30, 2006.
The following notes were issued to the Company’s vice president and are included in the accompanying financial statements as “Indebtedness to related parties”.
On December 31, 2005, the Company executed a promissory note totaling $33,507 in exchange for the payment of expenses. The note is due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid. During the six months ended June 30, 2006, the Company executed promissory notes totaling $15,918 in exchange for the payment of expenses. The notes are due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
No interest was paid during the six months ended June 30, 2006.
During July 2006 the above loans were consolidated into one promissory note for both the president and vice president. The president’s note will begin accruing interest at July 15, 2006. The vice president’s note will start accruing interest on July 15, 2007.
During the six months ended June 30, 2006 the company paid a shareholder $2,500 toward an outstanding promissory note. The remaining principal balance of $12,435 is included in the accompanying financial statements as “Indebtedness to related parties”. Accrued interest expense on the note totaled $3,287 at June 30, 2006 and is included in “Accrued interest payable” on the balance sheet.
Accrued compensation and common stock
Commencing July 1, 2003, the Company began accruing an annual salary of $250,000 for its president and sole director based on an employment agreement executed in 2003. In addition, under the terms of the employment agreement, the president and sole director was awarded a monthly auto allowance of $700 per month and opportunities to receive performance-based bonuses. As of June 30, 2006, the president and sole director had not received any payments toward the auto allowance. The balance owed at June 30, 2006 for the auto allowance totaled $25,200, which is included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
No additional bonuses were authorized or accrued for the six months ended June 30, 2006.
As of June 30, 2006, accrued salaries and bonuses of the president and sole director totaled $750,000. These accruals are included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
Note 4: Income Taxes
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 5 – Stockholder’s Equity
Preferred stock
Preferred stock may be issued in series as determined by the Board of Directors. As required by law, each series must designate the number of shares in the series and each share of a series must have identical rights of (1) dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions for the redemption of the shares, (5) terms of conversion and (6) voting rights. The Company is authorized to issue 10,000,000 of its $0.001 par value preferred stock. No preferred stock was issued and outstanding at June 30, 2006.
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SIGNATURELEISURE,INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
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Common stock
During the six months ended June 30, 2006, the Company issued 12,406,756 shares of its common stock to consultants in exchange for business consulting services. Stock-based compensation expense of $1,001,250 was recognized in the accompanying financial statements for the six months ended June 30, 2006. The stock is valued using a regression analysis. The analysis uses the prior months mean price on a normal curve to predict decreases in volume.
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. 1,839,926 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 6 – Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company has limited capital with which to pursue its business plan. There can be no assurance that the Company’s future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. During the six months ended June 30, 2006 and 2005, the Company has been dependent upon its officers and other insiders to provide working capital. However, there is no assurance that these loans and capital advances will continue in the future. The Company intends to complete a private placement offering of its common stock to raise sufficient financing in order to meet its financial requirements over the next twelve months and to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.
Note 7 – Commitments and Contingencies
Leases - The Company executed a lease for office space in 2005. Payments under the lease are approximately $3,140 per month. The lease terminates on October 31, 2006. The future minimum lease payments are as follows:
Year end December 31, 2006$21,980
Legal Matters - The Company is occasionally party to litigation or threat of litigation arising in the normal course of business. Management, after consultation with legal counsel, does not believe that the resolution of any such matters will have a material effect on the Company’s financial position or results of operations.
Employment Agreement -On September 3, 2003, the Company executed an Employment Agreement (the “Agreement”) with its president. Under the terms of the Agreement, the president is to receive a salary of $250,000 per year and an automobile allowance of $700 per month. In addition, the president has the opportunity to a bonus of $150,000 for each additional merger and/or acquisition and/or business unit start-up brought to the Company.
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SIGNATURELEISURE,INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
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Note 8: Segment Reporting
Company’s method of internal reporting segregates its business by product/service. Effective February 15, 2005, in accordance with the Company’s internal reporting, the Company changed its segment reporting from one reportable segment to two. Effective September 21, 2005, in accordance with the Company’s internal reporting, the Company changed its segment reporting from two reportable segments to three.
The Company’s reportable segments are as follows:
Modeling and Event Staffing Services – A full service modeling, event staffing and promotion company.
Information Technology consulting operations - an authorized dealer for DocSTAR (Document Storage and Retrieval) which provides clients with a document imaging and retrieval solution and offers software products for the document imaging industry with a suite of software solutions that securely scans, stores and retrieves documents.
Vehicle Sales - The Company specializes in both retail and wholesale sales of quality pre-owned cars, trucks and S.U.V.’s. The accounting policies of the segments are the same as those described in "Significant Accounting Policies," except that segment data includes intersegment revenues. The Company has no intersegment sales during the six months ended June 30, 2006 and 2005. All sales of products and services were to third parties at current market prices. The Company evaluates the performance of its segments and allocates resources to them based on a variety of indicators including revenues, cost of goods sold, operating income, and total identifiable assets.
The table below presents information about the net income (loss) and segment assets used by the chief operating decision makers of the Company as of and for the six months ended June 30, 2006:
| | Corporate | | | | Vehicle | | | | and | | Technology | | | | |
| | | | Division | | | | Sales | | | | Events | | | | Services | | | | Total |
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Revenues | | | | | | | | | | | | | | | | | | | | |
Vehicle sales | | $ | | - | | $ | | 10,765 | | $ | | - | | $ | | - | | $ | | 10,765 |
Service Revenues | | | | - | | | | - | | | | - | | | | 10,150 | | | | 10,150 |
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| | | | - | | | | 10,765 | | | | - | | | | 10,150 | | | | 20,915 |
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Cost of sales | | | | - | | | | 20,639 | | | | 80 | | | | 10,438 | | | | 31,157 |
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Gross profit | | | | - | | | | (9,874) | | | | (80) | | | | (288) | | | | (10,242) |
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Stock based Legal | | | | - | | | | - | | | | - | | | | - | | | | - |
Stock based consulting | | | | 1,001,250 | | | | - | | | | - | | | | - | | | | 1,001,250 |
Stock based commitment fee | | | | - | | | | - | | | | - | | | | - | | | | - |
Contributed Rent | | | | - | | | | - | | | | - | | | | - | | | | - |
Interest Expense | | | | 3,198 | | | | - | | | | - | | | | - | | | | 3,198 |
General and administrative | | | | 209,099 | | | | 7,202 | | | | 4,218 | | | | 4,990 | | | | 225,509 |
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| | | | 1,213,547 | | | | 7,202 | | | | 4,218 | | | | 4,990 | | | | 1,229,957 |
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Net Loss | | $ (1,213,547) | | $ | | (17,076) | | $ | | (4,298) | | $ | | (5,278) | | $ (1,240,199) |
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10
SIGNATURELEISURE,INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
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Note 9: Subsequent Event
Revenge LLC, Loan and Equity Purchase
On July 18, 2006, Signature Leisure entered into a Loan and Stock Purchase Agreement with Revenge Designs, LLC (“Revenge”), Thomas Cress and Peter Collorafi (collectively “Owner”).
The principal terms and conditions of the agreement are as follows:
1. | Signature agreed to loan Revenge $100,000, (the “Loan”) as follows: $50,000 upon execution of the Agreement by all parties, with the balance on or before July 31, 2006. |
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2. | Revenge agreed to repay the Loan as follows: |
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| i. | payment of $7,000 on each of January 1, 2007, April 1, 2007, July 1, 2007, October 1, 2007, January 1, 2008, April 1, 2008 and July 1, 2008; and |
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| ii. | payment of $100,000 on October 1, 2008. |
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3. | On or before July 31, 2006, Signature shall pay Revenge an additional $100,000 and shall receive the following as consideration: |
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| i. | an ownership interest in Revenge equal to 25% of the equity of Revenge, such ownership interest to be subject to the terms of the Operating Agreement; |
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| ii. | $1,000 from the proceeds of each of the first one hundred (100) cars sold by Revenge hereafter, as return on investment, such sums being due upon receipt and collection of good funds by Revenge; |
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Neither Signature nor its affiliates had any prior business or familial relationship with parties to this agreement.
Mr. Carnes, President of Signature Leisure, Inc. was introduced to Thomas Cress, owner of Lingenfelter Performance Engineering by his father who has provided engine components and packaging containers to Lingenfelter Performance Engineering for many years.
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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 Six-Months Ended June 30, 2006
The Company reports a net loss of $1,240,199 for the 6-months ended June 30, 2006 or a $0.01 loss per share; versus a net loss of $896,422 for the 6-months ended June 30, 2005 or a $0.04 loss per share.
The net loss for the 6-months ended June 30, 2006 of $1,240,199 is comprised of loss from operations of $1,237,001; plus interest expense of $3,198. Primary contributors to loss from operations for the period included stock-based compensation for other business consulting of $986,750 and general and administrative expenses of $225,509. The comparative net loss for the 6-months ended June 30, 2005 of $896,422 is comprised of loss from operations of $893,963 and interest expenses of $2,459.
Revenues during this period were $20,915 vs. $23,784 for the comparative prior period.
Results of Operations for the Three-Months Ended June 30, 2006
The Company reports a net loss of $471,875 for the 3-months ended June 30, 2006 or a $0.00 loss per share; versus a net loss of $302,720 for the 3-months ended June 30, 2005 or a $0.01 loss per share.
The net loss for the 3-months ended June 30, 2006 of $471,875 is comprised of loss from operations of $470,276; plus interest expense of $1,599. Primary contributors to loss from operations for the period included stock-based compensation for other business consulting of $323,750 and general and administrative expenses of $132,058. The comparative net loss for the 3-months ended June 30, 2005 of $302,720 is comprised of loss from operations of $301,205 and interest expenses of $1,515.
Revenues during this period were $7,086 vs. $16,469 for the comparative prior period.
Liquidity and Capital Resources
During the 6-months ended June 30, 2006 the Company's cash position increased by $142,923. Net cash used in operating activities totaled $104,661; net cash used for investing activities was $-0-; and, $247,584 was provided through financing activities primarily from proceeds from borrowings.
Officer Compensation
Commencing July 1, 2003, the Company began accruing an annual salary of $250,000 for its president and sole director based on an employment agreement executed in 2003. In addition, under the terms of the employment agreement, the president and sole director was awarded a monthly auto allowance of $700 per month and opportunities to receive performance-based bonuses. As of June 30, 2006, the president and sole director had not received any payments toward the auto allowance. The balance owed at June 30, 2006 for the auto allowance totaled $25,200, which is included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
No additional bonuses were authorized or accrued for the six months ended June 30, 2006.
As of June 30, 2006, accrued salaries and bonuses of the president and sole director totaled $750,000. These accruals are included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
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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. 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. The SEC declared effective the related registration statement on June 9th, 2006. A total of 1,839,926 shares have been issued under the Agreement as of June 30th, 2006 in exchange for $200,000. During the three month period ended June 30, 2006 1,839,926 shares were issued in exchange for $200,000.
The company has utilized the funds received in this three month period ended June 30, 2006 for the following business purposes: to pay for legal fees associated with the filing of the SB-2, to pay rent for office space, to pay for various regularly occurring business expenses, and as part of its overall investment in Revenge Designs LLC.
Notes Payable
The following notes were issued to the Company’s president and sole director and are included in the accompanying financial statements as “Indebtedness to related parties”.
On December 31, 2005 the Company executed a $128,558 promissory note. The note is due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
During the six months ended June 30, 2006, the Company executed promissory notes totaling $33,667 in exchange for the payment of expenses. The notes are due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
No interest was paid during the six months ended June 30, 2006.
The following notes were issued to the Company’s vice president and are included in the accompanying financial statements as “Indebtedness to related parties”.
On December 31, 2005, the Company executed a promissory note totaling $33,507 in exchange for the payment of expenses. The note is due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
During the six months ended June 30, 2006, the Company executed promissory notes totaling $15,918 in exchange for the payment of expenses. The notes are due on July 15, 2006. Interest begins to accrue at 12% at that date if the note is not paid.
No interest was paid during the six months ended June 30, 2006.
During July 2006 the above loans were consolidated into one promissory note for both the president and vice president. The president’s note will begin accruing interest at July 15, 2006. The vice president’s note will start accruing interest on July 15, 2007.
During the six months ended June 30, 2006 the company paid a shareholder $2,500 toward an outstanding promissory note. The remaining principal balance of $12,435 is included in the accompanying financial statements as “Indebtedness to related parties”. Accrued interest expense on the note totaled $3,287 at June 30, 2006 and is included in “Accrued interest payable” on the balance sheet.
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SIGNATURELEISURE,INC.
Revenge LLC, Loan and Equity Purchase
On July 18, 2006, Signature Leisure entered into a Loan and Stock Purchase Agreement with Revenge Designs, LLC (“Revenge”), Thomas Cress and Peter Collorafi (collectively “Owner”).
The principal terms and conditions of the agreement are as follows:
1. | Signature agreed to loan Revenge $100,000, (the “Loan”) as follows: $50,000 upon execution of the Agreement by all parties, with the balance on or before July 31, 2006. |
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2. | Revenge agreed to repay the Loan as follows: |
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| i. | payment of $7,000 on each of January 1, 2007, April 1, 2007, July 1, 2007, October 1, 2007, January 1, 2008, April 1, 2008 and July 1, 2008; and |
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| ii. | payment of $100,000 on October 1, 2008. |
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3. | On or before July 31, 2006, Signature shall pay Revenge an additional $100,000 and shall receive the following as consideration: |
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| i. | an ownership interest in Revenge equal to 25% of the equity of Revenge, such ownership interest to be subject to the terms of the Operating Agreement; |
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| ii. | $1,000 from the proceeds of each of the first one hundred (100) cars sold by Revenge hereafter, as return on investment, such sums being due upon receipt and collection of good funds by Revenge |
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The Signature Leisure, Inc. believes Revenge LLC was a unique opportunity, was able to act on that opportunity and has no plans to seek other similar opportunities.
Mr. Carnes, President of Signature Leisure, Inc. was introduced to Thomas Cress, owner of Lingenfelter Performance Engineering by his father who has provided engine components and packaging containers to Lingenfelter Performance Engineering for many years.
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SIGNATURELEISURE,INC.
Management 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.
Summary 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. intends to use profits from operations to maintain and grow each business segment. We will continue our efforts to raise additional capital to maintain existing and generate expanded operations. To date we have not generated any significant profits from operations in any of our business segments.
Signature Auto
During the quarter 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. We currently are evaluating the present market for pre-owned vehicle sales in an effort to determine where to best position to company. Additionally, while the company’s SB-2 was deemed affective on June 9th, 2006, the company’s access to capital to devote to the automobile business is being carefully reviewed and evaluated. Management’s desire is to be judicious with regards to the company utilizing the equity line except when the market for the company’s stock shows strength. It is not the desire of the company to raise capital at any cost; rather the company shall judiciously evaluate the strength of the market for the company’s stock and time the growth and speed of executing the business plan accordingly. As of June 2006, we had no vehicles in inventory and experienced significant losses on the last two vehicles sold from our inventory.
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. 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. During the three month period ended June 30, 2006 we did not produce any revenue from our event staffing operations. We had been relying on a salesperson that was unsuccessful and are evaluating other candidates and options to stimulate this business. We are further evaluating how best to apply available capital to stimulate revenues in our modeling and event staffing business. We are currently preparing some printed materials for distribution locally.
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. We are an authorized dealer for 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.
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SIGNATURELEISURE,INC.
E Cubed Technologies is an authorized reseller of Dell products. This means we have the ability to purchase computer and network hardware and software at reseller pricing for resale to our clients.
During June 2006, the company conducted a 2-week trial in which 4 individuals conducted a telemarketing campaign to local businesses to evaluate the prospective company's current means of filing documents in addition to determining if the prospect be receptive to have an Ecubed Technology sales person phone to set up a sales evaluation appointment. After the two week trial the company determined that this method of lead generation was not cost affective and the company decided to evaluate other means of lead generation. We are currently preparing some printed materials for distribution locally.
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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) - 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.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company has limited capital with which to pursue its business plan. There can be no assurance that the Company’s future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. During the six months ended June 30, 2006 and 2005, the Company has been dependent upon its officers and other insiders to provide working capital. However, there is no assurance that these loans and capital advances will continue in the future. The Company intends to complete a private placement offering of its common stock to raise sufficient financing in order to meet its financial requirements over the next twelve months and to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.
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
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SIGNATURELEISURE,INC.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None, for the period ending June 30, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| During the three month period ended June 30, 2006 Signature Leisure made no unregistered sales of equity Securities. Other Equity Activity During the three month period ending June 30, 2006, the Company issued: 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 January 27, 2006 and valued at $92,500. 750,000 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 January 27, 2006 and valued at $138,750. 156,756 shares of our $0.001 par value common stock to Jeff Mackay as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on January 27, 2006 and valued at $29,000. 500,000 shares of our $0.001 par value common stock to July Tomasi as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on January 27, 2006 and valued at $92,500. Pursuant to a Standby Equity Distribution Agreement with Katalyst and the effectiveness of the related registration statement on June 9th, 2006. During the three month period ended June 30, 2006 1,839,926 shares were issued to Katalyst in exchange for $200,000.
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Item 3. | | Defaults Upon Senior Securities |
| | None |
Item 4. | | Submission of Matters to a Vote of Security Holders |
| | None, for the period ending June 30, 2006. |
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)
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Reports on Form 8-K
| On July 25, 2006, Signature Leisure, Inc. filed a Report on Form 8-K; July 18, 2006 event; Section 1 – Registrant’s Business and Operations, Item 1.01 – Entry into a Material Definitive Agreement – Revenge LLC July 24, 2006 event; Section 8 – Other Events, Item 8.01 – Press Release, Signature Leisure Announces Revenge
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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. |
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Date: August 14, 2006 | | By: /s/ Stephen W. Carnes, President |
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| | Stephen W. Carnes, President |
| | Principal Executive Officer |
| | Principal Accounting Officer |
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