UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to
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| 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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1375 Semoran Boulevard, Suite 1035 |
Castleberry, Florida 32707 |
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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, 2007: 234,477,965 shares of common stock
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Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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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 Equity (unaudited) | | 5 |
| | Consolidated Statements of Cash Flows (unaudited) | | 6 |
| | Notes to the Consolidated Financial Statements | | 7 |
Item 2. | | Management's Discussion and Analysis of Financial Condition | | |
| | and Plan of Operations | | 13 |
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 | | 19 |
Item 4. | | Submission of Matters to a Vote of Security Holders | | 19 |
Item 5. | | Other Information | | 19 |
Item 6. | | Exhibits and Reports on Form 8-K | | 19 |
SIGNATURES | | 20 |
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SIGNATURELEISURE,INC. Condensed Consolidated Balance Sheet June 30, 2007 (Unaudited)
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Assets | | | | |
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Current assets: | | | | |
Cash | | $ | | 16,293 |
Investment in marketable securities | | | | 455,310 |
Notes receivable | | | | 360,000 |
Accrued interest | | | | 1,894 |
Inventory | | | | 7,848 |
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Total current assets | | | | 841,345 |
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Equipment, less accumulated depreciation of $1,385 | | | | 610 |
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Intangible assets: | | | | |
Website, net | | | | 2,083 |
Contact list, net | | | | 2,083 |
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Total assets | | $ | | 846,121 |
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Liabilities and Shareholders' Deficit | | | | |
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Current liabilities: | | | | |
Accounts payable | | $ | | 7,000 |
Deferred revenue | | | | 375 |
Indebtedness to related parties | | | | 672,192 |
Line of credit | | | | 18,540 |
Notes payable, related party | | | | 75,000 |
Accrued interest payable | | | | 3,760 |
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Total current liabilities | | | | 776,867 |
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Shareholders' equity: | | | | |
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, | | | | |
234,477,965 shares issued and outstanding | | | | 23,448 |
Additional paid-in capital | | | | 7,029,355 |
Retained deficit | | | | (6,983,549) |
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Total shareholders' deficit | | | | 69,254 |
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Total liabilities and shareholders’ deficit | | $ | | 846,121 |
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See notes to condensed consolidated financial statements. 3
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SIGNATURELEISURE,INC. Condensed Consolidated Statements of Operations (Unaudited)
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| | For The Three Months Ended | | For The Six Months Ended |
| | June 30, | | | | June 30, |
| | 2007 | | | | 2006 | | 2007 | | | | 2006 |
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Revenues: | | | | | | | | | | | | |
Consulting | | $ 655,000 | | $ | | - | | $ 715,000 | | $ | | - |
Service revenues | | - | | | | 7,036 | | - | | | | 10,575 |
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Total revenue | | 655,000 | | | | 7,036 | | 715,000 | | | | 10,575 |
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Operating expenses: | | | | | | | | | | | | |
Subcontract | | 32,280 | | | | - | | 34,430 | | | | - |
Selling, general and administrative | | 174,848 | | | | 477,008 | | 555,803 | | | | 1,230,500 |
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Total operating expenses | | 207,128 | | | | 477,008 | | 590,143 | | | | 1,230,500 |
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Operating income (loss) | | 447,872 | | | | (469,972) | | 124,857 | | | | (1,219,925) |
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Interest income | | 1,894 | | | | - | | 15,266 | | | | - |
Loss on sale of marketable securities | | (46,804) | | | | - | | (15,029) | | | | - |
Unrealized gain on marketable securities | | 98,824 | | | | - | | (170,219) | | | | - |
Interest expense | | (12,886) | | | | (1,599) | | (22,990) | | | | (3,198) |
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Income (loss) before income taxes | | 488,900 | | | | (471,571) | | 272,323 | | | | (1,223,123) |
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Provision for income taxes | | - | | | | - | | - | | | | - |
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Net income (loss) from continuing operations | | 488,900 | | | | (471,571) | | 272,323 | | | | (1,223,123) |
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Loss from discontinued operations | | - | | | | (304) | | - | | | | (17,076) |
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Net income (loss) | | $ 488,900 | | $ | | (471,875) | | $ 272,323 | | $ | | (1,240,199) |
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Weighted average income (loss) per share: | | | | | | | | | | | | |
Basic and diluted | | $ 0.00 | | $ | | (0.00) | | $ 0.00 | | $ | | (0.01) |
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Weighted average number of | | | | | | | | | | | | |
common shares outstanding | | 232,792,845 | | 112,533,140 | | 230,016,499 | | | | 108,660,578 |
See notes to condensed consolidated financial statements. 4
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SIGNATURELEISURE,INC. Condensed Consolidated Statements of Changes in Shareholder’s Equity (Unaudited)
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| | | | | | | | | | Additional | | | | | | | | |
| | Common Stock | | | | Paid-In | | | | Retained | | | | |
| | Shares | | | | Par Value | | | | Capital | | | | Deficit | | | | Total |
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Balance, December 31, 2006 | | 221,795,247 | | $ | | 22,180 | | $ | | 6,902,310 | | $ | | (7,255,872) | | $ | | (331,382) |
Common stock issued in exchange for | | | | | | | | | | | | | | | | | | |
consulting services | | 12,682,718 | | | | 1,268 | | | | 127,045 | | | | - | | | | 128,313 |
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Net income | | - | | | | - | | | | - | | | | 272,323 | | | | 272,323 |
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Balance, June 30, 2007 | | 234,477,965 | | $ | | 23,448 | | $ | | 7,029,355 | | $ | | (6,983,549) | | $ | | 69,254 |
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See notes to condensed consolidated financial statements. 5
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SIGNATURELEISURE,INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
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| | For The Six Months Ended |
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| | 2007 | | | | 2006 |
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CASH FLOWS FROM OPERATIONS | | | | | | | | |
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Net income (loss) | | $ 272,323 | | $ (1,240,199) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Stock issued for services | | 128,313 | | | | 1,001,250 |
Depreciation and amortization expense | | | | 3,819 | | | | 3,970 |
Loss on sale of equity securities | | | | 15,029 | | | | - |
Unrealized gain on investments | | (170,219) | | | | - |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivable | | | | - | | | | 6,413 |
Notes receivable | | (360,000) | | | | - |
Accrued interest receivable | | | | (1,894) | | | | - |
Inventory and other current assets | | | | - | | | | 9,511 |
Accounts payable and accrued liabilities | | (10,778) | | | | (18,004) |
Accrued interest payable | | | | 1,894 | | | | 3,198 |
Accrued salaries and related expenses | | 279,200 | | | | 129,200 |
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Net cash provided by (used in) operating activities | | 157,642 | | | | (104,661) |
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CASH FLOWS USED IN INVESTING ACTIVITIES: | | | | | | | | |
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Purchase of equity securities | | (996,136) | | | | - |
Proceeds from sale of equity securities | | 696,615 | | | | - |
Proceeds from sale of computer | | | | 864 | | | | - |
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Net cash used in investing activities | | (298,657) | | | | - |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
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Proceeds from borrowings | | | | 18,985 | | | | 200,000 |
Repayment of borrowings | | | | (445) | | | | - |
Proceeds from loans from related parties | | 124,349 | | | | 50,084 |
Repayments of loans from related parties | | (69,060) | | | | (2,500) |
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Net cash provided by financing activities | | | | 73,829 | | | | 247,584 |
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Net change in cash | | (67,186) | | | | 142,923 |
Cash at beginning of period | | | | 83,479 | | | | 35,543 |
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Cash at end of period | | $ | | 16,293 | | $ | | 178,466 |
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Interest paid | | $ | | - | | $ | | - |
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Income tax paid | | $ | | - | | $ | | - |
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Non cash transactions: | | | | | | | | |
Stock issued for services | | $ 128,313 | | $ | | 1,001,250 |
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See notes to condensed consolidated financial statements. 6
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 1 – Nature of business and significant accounting policies
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial statements and with the instructions to Form 10-QSB and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s audit for the period ended December 31, 2006.
Description of organization
Signature Leisure, Inc. (referred to as “Signature” or the “Company”) has been focused on the following operations during the six months ended June 30, 2007 and 2006: Parker Productions operates for the purpose of providing modeling and event staffing services.
E Cubed Technologies, Inc. provides the information technology consulting operations of Signature. Additionally,E Cubed is an authorized dealer for a company that provides document imaging and retrieval solutions through software products that securely scan, store, and retrieve documents.
In January of 2007 the Company formed a wholly owned subsidiary, Signature Leisure, Inc. in the State of Minnesota to provide business consulting services to assist non public companies who are going public. Additionally, the Company provides investor relation services to these companies by fielding inquiries from investors. During the course of these services the Company is given the opportunity to invest in the client’s common stock.
Consolidation
The unaudited condensed consolidated financial statements for the six months ended June 30, 2007 and 2006 included in this report include the activities of Signature Leisure, Inc. and its wholly-owned subsidiaries, Parker Productions, Inc., E Cubed Technologies, Inc. and Signature Leisure, Inc. (Minnesota). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities; disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Accounts Receivable
Accounts receivable consists of amounts due from customers for sales of products and services. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. An account is considered doubtful when it is over 90 day past due and any attempts to collect are unsuccessful. The Company generally does not require collateral for its accounts receivable.
Investments
The Company determines the appropriate classification of its investments in equity securities at the time of acquisition and reevaluates such determinations at each balance-sheet date. Marketable equity securities are carried at fair market value and classified as trading securities, with the unrealized gains and losses reported as a component of net loss in the Statement of Operations.
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, 2007:
DocStar System | | $ | | 7,848 |
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Total Inventory | | $ | | 7,848 |
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Equipment
Equipment is stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently estimated at three years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. Depreciation expense totaled $486 and $637 for the six months ended June 30, 2007 and 2006, respectively.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 expense for the six months ended June 30, 2007 and 2006 totaled $3,333 and $3,333, respectively. Major classes of intangible assets consist of the following at June 30, 2007:
Web site | | $ | | 10,000 |
Customer list | | | | 10,000 |
Accumulated amortization | | | | (15,834) |
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| | $ | | 4,166 |
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Long-Lived Assets and Impairment
In accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(“SFAS No. 144”), when current events or circumstances indicate that the carrying value of an asset may not be recoverable, the Company tests the carrying value of the asset. If the tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, then an impairment adjustment is recognized. Such adjustment consists of the amount by which the carrying value of such asset exceeds its fair value.
Revenue recognition
The Company recognizes revenue for modeling and event staffing services in the period the services are provided. The Company recognizes revenue from information technology consulting operations and document imaging and retrieval solutions when services are provided or when software is shipped.
The Company recognizes revenue from investor relation services when services are provided. Business consulting services are contracted for over a course of one year and recognized monthly.
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.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2007. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, investment in marketable securities, notes receivable, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these items because they are short term in nature or are payable on demand.
Income taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount on the financial statements. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted law. Valuation allowances are established when necessary to reduce the deferred tax assets to the amounts expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change during the period in the deferred tax assets and liabilities.
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Earnings per share
Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Stock-Based Compensation
On January 1, 2006, the Company adopted SFAS 123 (revised 2004),Share-Based Payment (“SFAS 123(R)”), which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued through its employee stock purchase plan, based on estimated fair values. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin 107 (“SAB 107”) relating to SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R). The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of the beginning of 2006. The Company’s financial statements as of and for the six months ended June 30, 2007 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company’s financial statements for prior periods do not include the impact of SFAS 123(R).
Stock compensation expense recognized during the period is based on the value of share-based awards at the date of the award. Stock compensation expense for the six months ended June 30, 2007 and 2006 includes compensation expense for the share-based awards.
Note 2 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. Based upon current operating levels, the Company may require additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future.
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 June 30, 2007, the Company was partially 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 generate sufficient revenues from consulting and investor relations to fund its business plan. There is no assurance that the Company will be successful in raising additional funds. The Company has a Standby Equity Distribution Agreement (Note 7) that can be used to raise sufficient financing in order to meet its financial requirements.
Note 3 - Related party transactions
Notes receivable
The Company sold 18,000,000 shares of a client company to three of its shareholder for $360,000. Each shareholder purchased 6,000,000 shares for $120,000. The notes are due on August 31, 2007. Accrued interest at June30, 2007 total $1,894.
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, 2006, the Company executed a promissory note totaling $256,360 for all outstanding debt to its president. The note carries a 12% interest rate and matures on July 15, 2007. Accrued interest payable on the note totaled $39,883 at June 30, 2007.
During the six months ended June 30, 2007, the Company executed promissory notes to its president totaling $109,409 as reimbursement for payment of expenses. The notes matured on July 15, 2007. Accrued interest for the period totaled $20,115. Total debt to president totaled $297,703 and accrued interest totaled $39,883 at June 30, 2007.
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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No interest was paid during the six months ended June 30, 2007.
A promissory note was issued to the Company’s vice president on December 31, 2006 in the amount of $31,576. The note was paid during the six months ended June 30, 2007.
On September 29, 2006 K & L International loaned the Company $50,000. Payments of interest only at 15% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15th day of the first month of each subsequent quarter. The note matures on October 31, 2008. In January 2007, the interest payment was extended to April 15, 2007. Accrued interest payable at June 30, 2007 totaled $3,760.
On February 28, 2007, a shareholder loaned the Company $25,000 in exchange for a promissory note. The principal was due on May 1, 2007. The note was amended to have principal due on September 1, 2007.
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. The balance owed at June 30, 2007 for the auto allowance totaled $14,833, which is included in “Indebtedness to related parties”.
On January 18, 2007 the Company accrued a bonus to its president and sole director of $150,000 for the formation of a new business entity. This accrual is included in “Indebtedness to related parties”.
For the six months ended June 30, 2007, accrued salaries of the president and sole director totaled $125,000. At June 30, 2007 accrued salaries totaled $166,167. These accruals are included in “Indebtedness to related parties”.
Note 4 – Investments
The Company may purchase equity securities from its investor relations clients. These investments are classified as trading securities. The investments are recorded at market value. The cost of the investments held at June 30, 2007 was $285,091. The Company recorded an unrealized gain on equity investments of $170,219 for the six months ended June 30, 2007. For the six months ended June 30, 2007 the Company had realized losses of $15,029 from the sale of equity securities.
Note 5 – Line of credit
The Company borrowed $20,000 on a MasterCard business line of credit. The interest rate is Prime plus 7.75% . The Company made $18,985 in advances on the line of credit. The Company made principal payments of $445. The remaining unused line of credit at June 30, 2007 was $1,460.
Note 6 – Income taxes
The Company incurred net operating losses and has a valuation allowance equal to the deferred tax benefit.
Note 7 – Stockholders’ equity
Preferred stock
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, 2007.
Stock-based compensation plan
During the year ended December 31, 2004, the Company adopted a stock compensation plan in order to provide compensation to consultants, advisors and employees. On January 24, 2006, the Company amended the stock compensation plan in order to provide additional compensation to consultants, advisors and employees. The plan was amended to add 20,000,000 shares. The plan will terminate when the last of the 20,000,000 allocated shares is granted or in August 2014, whichever is earlier. As of June 30, 2007, the Company has issued all shares under the plan. Shares issued for services are recorded at the fair value of the services provided.
During the six months ended June 30, 2007, the Company issued 12,682,418 shares of its common stock to consultants in exchange for business legal and consulting services. Stock-based compensation expense of $128,313 was recognized in the accompanying financial statements for the six months ended June 30, 2007.
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Standby Equity Distribution Agreement
During October 2004, the Company entered into a Standby Equity Distribution Agreement (the “Agreement”) with Katalyst Capital Group Ltd (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. The registration of the Company’s common stock took effect in June of 2006. 15,464,961 shares have been issued under the Agreement through June, 2007.
Note 8 - Commitments and contingencies
Leases – The Company entered into a lease in January of 2007 whereby it utilizes office space in exchange for providing document storage and retrieval services. The lease is on a month to month basis. The value of the services exchanged for rent is $3,000 per month.
The Company entered into a lease in January of 2007 to utilize office space for the services of investor relations. The term of the lease is for one year. Rent expenses for the six months ended June 30, 2007 was $3,741.
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 earn a bonus of $150,000 for each additional merger and/or acquisition and/or business unit start-up brought to the Company.
Note 9 - Segment reporting
Company’s method of internal reporting segregates its business by product/service. 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.
Signature Leisure, Inc. in Minnesota (referred to as Signature Minnesota) provides business consulting services and investor relations services to assist non public companies who are going public.
Note 10 - Loan and equity purchase agreement
Revenge LLC, Loan and Equity Purchase
In July, 2006, Signature Leisure entered into a Loan and Stock Purchase Agreement with Revenge Designs, LLC (“Revenge”), Thomas Cress and Peter Collorafi (collectively “Owner”).
On July 14, 2006 the Company loaned to Revenge $50,000. On July 19, 2006 the Company loaned Revenge an additional $50,000 to bring the total loan to $100,000 with interest at 25%. Revenge agreed to pay $7,000 per quarter starting on January 1, 2007 and continuing on the 1st day of each subsequent quarter through September 30, 2008. The principal balance and any unpaid accrued interest mature on October 1, 2008. Accrued interest on the notes totaled $15,390, at June 30, 2007.
On July 19, 2006 the Company paid to Revenge $100,000 for a 25% ownership interest. The Company is accounting for the investment under the equity method. The Company records its proportionate share of Revenge’s income or loss and reduces the investment accordingly. Through June 30, 2007, the losses incurred by Revenge reduced the Company’s investment to $0.
On September 29, 2006 the Company loaned Revenge an additional $100,000. Payments of interest only at 25% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15th day of the first month of each quarter. The principal balance and any unpaid accrued interest mature on October 1, 2008. Accrued interest on the note totaled $14,555 at June 30, 2007.
As of June 30, 2007, the Company’s management recorded an allowance against the two promissory notes and related accrued interest totaling $229,945.
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SIGNATURELEISURE,INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 11 - Discontinued operations
In January 2007, The Companydiscontinued its auto sales operations. The Company cancelled its auto dealers license with the State of Florida. The discontinued segment did not have any long-lived assets. Additionally, there are not any contingent liabilities or on-going cash flows as a result of discontinuing the auto sale segment. No adjustments were made to any previously reported amounts. The only assets attributable to the segment were cash and inventory, which was sold in normal course of business during 2006.
Note 12 – Subsequent events
In July of 2007 the Company declared a dividend to be paid in the form of shares of common stock in one of the client companies that they provide investor relation services and business consulting services to. The company shareholders will receive one share of the client company for each share they own.
On July 5, 2007 the Company borrowed $25,000 from KCG Capital, Ltd. The note is due on July 31, 2007. If unpaid at that date interest begins to accrue at 15% (APR) on the unpaid balance monthly.
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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.
Summary of Operations
The business of Signature Leisure, Inc. during the period ending June 30, 2007 included the operations of Parker Productions, Inc., a modeling and event staffing business; E Cubed Technologies, an information technology services company; and an investor relations and business consulting segment which was started in January 2007. 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.
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 may include providing staff members to assist in managing the company's booth or assisting 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.
E Cubed Technologies
Signature Leisure intends to build a full service IT, network/server, and computer services firm. 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.
E Cubed Technologies has business operations in the greater Orlando, Florida area. 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.
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.
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SIGNATURELEISURE,INC.
Investor Relations
In January 2007, the Company formed Signature Leisure, Inc. in Minnesota (referred to as Signature Minnesota) to provide business consulting services to assist non public companies who are going public. Additionally, the Company provides investor relation services to these companies by fielding inquiries from investors. During the course of these services the Company is given the opportunity to invest in the client’s common stock.
The Company has entered into six annual contracts to provide business consulting relating to assisting companies that are going public. Each of these contracts is for $150,000 over a period of 12 months for a total of $600,000. These contracts are to provide services for the period April 1, 2007 to March 31, 2008.
Consultants/Employees
Signature Leisure currently utilizes five 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) - Barbra Moran, General Counsel - Cynthia Wainwright, Administrative Assistant - Evan Weybright, V.P. Operations - Ed Miers, Special Advisor Parker Productions (event staffing) - Evan Weybright, Operations Coordinator E Cubed Technologies (information technology services) - Evan Weybright, Operations Director - Matt Lettau, Sales Director
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Financial Summary
Results of Operations for the Three-Months Ended June 30, 2007
The Company reports a net income of $488,900 for the three months ended June 30, 2007; versus a net loss of $471,875 for the three months ended June 30, 2006. The significant factors for achieving such change for the two comparative periods include for the period ending June 30, 2007; an increase in revenue of approximately $600,000 and a decrease in selling, general and administrative expenses of approximately $300,000.
The net income for the three months ended June 30, 2007 of $488,900 is primarily comprised of income from operations of $447,872. General and administrative expenses for the period ending June 30, 2007 were $174,848. The comparative net loss for the three months ended June 30, 2006 of $471,875 is primarily comprised of loss from operations.
Revenues during this period were $655,000 vs. $7,036 for the comparative prior period. This increase is due to the new operations of the investor relations segment.
Liquidity and Capital Resources
During the 6-months ended June 30, 2007 the Company's cash position decreased by $67,186. Net cash provided by operating activities totaled $157,642; net cash used for investing activities was $298,657; and $73,829 was provided through financing activities.
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SIGNATURELEISURE,INC.
Investment Activities
a) | Standby Equity Distribution Agreement |
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| During October 2004, the Company entered into a Standby Equity Distribution Agreement (the “Agreement”) with Katalyst Capital Group Ltd (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. The registration of the Company’s common stock took effect in June of 2006. 15,464,961 shares have been issued under the Agreement through June, 2007. |
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b) | Revenge LLC, Loan and Equity Purchase |
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| In July, 2006, Signature Leisure entered into a Loan and Stock Purchase Agreement with Revenge Designs, LLC (“Revenge”), Thomas Cress and Peter Collorafi (collectively “Owner”). |
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| On July 14, 2006 the Company loaned to Revenge $50,000. On July 19, 2006 the Company loaned Revenge an additional $50,000 to bring the total loan to $100,000 with interest at 25%. Revenge agreed to pay $7,000 per quarter starting on January 1, 2007 and continuing on the 1st day of each subsequent quarter through September 30, 2008. The principal balance and any unpaid accrued interest mature on October 1, 2008. Accrued interest on the notes totaled $15,390, at June 30, 2007. |
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| On July 19, 2006 the Company paid to Revenge $100,000 for a 25% ownership interest. The Company is accounting for the investment under the equity method. The Company records its proportionate share of Revenge’s income or loss and reduces the investment accordingly. Through June 30, 2007, the losses incurred by Revenge reduced the Company’s investment to $0. |
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| On September 29, 2006 the Company loaned Revenge an additional $100,000. Payments of interest only at 25% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15thday of the first month of each quarter. The principal balance and any unpaid accrued interest mature on October 1, 2008. Accrued interest on the note totaled $14,555 at June 30, 2007. |
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| As of June 30, 2007, the Company’s management recorded an allowance against the two promissory notes and related accrued interest totaling $229,945. |
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c) | Investor Relations Clients |
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| In January 2007, the Company formed Signature Leisure, Inc. in Minnesota (referred to as Signature Minnesota) to provide business consulting services to assist non public companies who are going public. Additional, the Company provides investor relation services to these companies by fielding inquiries from investors. |
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| The Company has the opportunity to purchase equity securities from its investor relations clients. These investments are classified as trading securities and are short-term and turned over quickly. The investments are recorded on the books at market value. |
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| The cost of the investments held at March 31, 2007 was $135,799. The Company recorded an unrealized gain on equity investments of $71,394 for the three months ended March 31, 2007. The total market value at March 31, 2007 was $207,193. For the three months ended March 31, 2007 the Company had realized gains of $31,775 and proceeds from the sale of equity securities of $150,976. |
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| The cost of the investments held at June 30, 2007 was $285,091. The Company recorded an unrealized gain on equity investments of $170,219 for the six months ended June 30, 2007. For the six months ended June 30, 2007 the Company had realized losses of $15,029 from the sale of equity securities. |
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SIGNATURELEISURE,INC.
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. The balance owed at March 31, 2007 for the auto allowance totaled $14,833, which is included in the accompanying consolidated financial statements as “Indebtedness to related parties”.
On January 18, 2007 the Company accrued a bonus to its president and sole director of $150,000 for the formation of a new business entity. This accrual is included in the accompanying consolidated financial statements as “Indebtedness to related parties”.
For the three months ended March 31, 2007, accrued salaries of the president and sole director totaled $62,500. At March 31, 2007 accrued salaries totaled $104,167. These accruals are included in the accompanying consolidated financial statements as “Indebtedness to related parties”.
For the six months ended June 30, 2007, accrued salaries of the president and sole director totaled $125,000. At June 30, 2007 accrued salaries totaled $166,167. These accruals are included in “Indebtedness to related parties”.
Notes Receivable
The Company sold 18,000,000 shares of a client company to three of its shareholder for $360,000. Each shareholder purchased 6,000,000 shares for $120,000. The notes are due on August 31, 2007. Accrued interest at June30, 2007 total $1,894.
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, 2006, the Company executed a promissory note totaling $256,360 for all outstanding debt to its president. The note carries a 12% interest rate and matures on July 15, 2007. Accrued interest payable on the note totaled $39,883 at June 30, 2007.
During the six months ended June 30, 2007, the Company executed promissory notes to its president totaling $109,409 as reimbursement for payment of expenses. The note matured on July 15, 2007. Accrued interest for the period totaled $20,115. Total debt to president totaled $297,703 and accrued interest totaled $39,883 at June 30, 2007.
No interest was paid during the six months ended June 30, 2007.
A promissory note was issued to the Company’s vice president on December 31, 2006 in the amount of $31,576. The note was paid during the six months ended June 30, 2007.
On September 29, 2006 K & L International loaned the Company $50,000. Payments of interest only at 15% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15th day of the first month of each subsequent quarter. The note matures on October 31, 2008. In January 2007, the interest payment was extended to April 15, 2007. Accrued interest payable at June 30, 2007 totaled $3,760.
On February 28, 2007, a shareholder loaned the Company $25,000 in exchange for a promissory note. The principal was due on May 1, 2007. The note was amended to have principal due on September 1, 2007.
Line of Credit
The Company borrowed $20,000 on a MasterCard business line of credit. The interest rate is Prime plus 7.75% . The Company made $18,985 in advances on the line of credit. The Company made principal payments of $445. The remaining unused line of credit at June 30, 2007 was $1,460.
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SIGNATURELEISURE,INC.
Management’s Plan of Operations
We have begun to develop more significant revenue through the operations of our new segment Signature Minnesota which provides consulting services. We cannot anticipate at this time that enough positive internal operating cash flow until such time as we can generate sustained and substantial revenues. 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 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 may 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 revenue from our 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 development stage. 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.
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.
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, 2007 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended June 30, 2007, we have issued 1,000,000 shares of our $0.001 par value common stock to a consultant Downshire Capital, Inc. as compensation for services related to our Investor relations services segment. The shares issued were restricted pursuant to Rule 144 and valued at $18,000.
During the three month period ended June 30, 2007, we have issued 789,474 shares of our $0.001 par value common stock to a consultant Robert Thomas as compensation for services related to our Investor relations services segment. The shares issued were restricted pursuant to Rule 144 and valued at $15,000.
All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our stock took their shares for investment purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our shares; there were no commissions paid; and the securities are restricted pursuant to Rule 144.
Equity Compensation Plan Information
The following table provides information as of June 30, 2007 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 | | 0 |
not approved by shareholders(1)(2)(3) | | | | | | |
| |
| |
| |
|
Total | | 0 | | $ 0.0 | | 0 |
(1)Consists of shares of our common stock issued or remaining available for issuance under our Second Amended Signature Leisure |
Stock Compensation Plan dated January 24, 2006. |
(2)Our Second Amended Signature Leisure Stock Compensation Plan dated January 24, 2006 authorized 20,000,000 common shares |
and was registered on Form S-8 Effective January 27, 2006. This plan authorizes the board of directors to issue common stock as |
compensation to employees, advisors and consultants. |
(3)As of June 30, 2007, the Company has issued all shares under the plan. |
During the three month period ended June 30, 2007, we have issued 516,884 shares of our $0.001 par value common stock to an employee/consultant Edward R. Miers as compensation for services under the Plan. The shares issued were valued at $9,813.
During the three month period ended June 30, 2007, we have issued 789,473 shares of our $0.001 par value common stock to an employee/consultant Cynthia Wainwright as compensation for services under the Plan. The shares issued were valued at $15,000.
During the three month period ended June 30, 2007, we have issued 105,263 shares of our $0.001 par value common stock to an employee/consultant Michael Ajzenman as compensation for services under the Plan. The shares issued were valued at $9,813.
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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 June 30, 2007 |
Item 5. Other Information
Subsequent events
In July of 2007 the Company declared a dividend to be paid in the form of shares of common stock in one of the client companies that they provide investor relation services and business consulting services to. The company shareholders will receive one share of the client company for each share they own.
On July 5, 2007 the Company borrowed $25,000 from KCG Capital, Ltd. The note is due on July 31, 2007. If unpaid at that date interest begins to accrue at 15% (APR) on the unpaid balance monthly.
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
| June 26, 2007 Current Report on Form 8-K; Item 4.01 Changes in Registrant’s Certifying Accountant
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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.
Date: August 13, 2007
Signature Leisure, Inc. By: /s/ Stephen W. Carnes, President Stephen W. Carnes, President Principal Executive Officer Principal Accounting Officer
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