Eliason Funding Corporation
(Exact Name of Small Business Issuer as Specified in its Charter)
| WISCONSIN | 20-1150223 |
| (State of incorporation) | (I.R.S. employer identification number) |
548 Highway 155 | |
| ST. GERMAIN, WISCONSIN | 54558 |
| (Address of principal executive offices) | (Zip code) |
Issuer’s telephone number, including area code: (715) 479-5535
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. |X| Yes [_] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [_] Yes |X| No
State the number of shares outstanding of each of the issuer’s classes of Common equity, as of the latest practicable date: As of April 30, 2006, the issuer had 100 shares of common stock issued and outstanding
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| PART I. FINANCIAL INFORMATION | |
ITEM 1. Financial Statements | |
Statements of Financial Condition | 1 |
| June 30, 2006 (Unaudited) and December 31, 2005 | |
Statements of Operations (Unaudited) | 2 |
| Quarter Ended and Six Months ended June 30, 2006 and June 30, 2005 | |
Statements of Changes in Stockholder's (Deficit) Equity (Unaudited) | 3 |
Statements of Cash Flows (Unaudited) | 4 |
| Six Months ended June 30, 2006 and June 30, 2005 | |
Notes to Financial Statements | 5 |
ITEM 2. Management's Discussion and Analysis of Financial Condition and | 9 |
| Results of Operations | |
ITEM 3. Controls and Procedures | 12 |
PART II. OTHER INFORMATION | |
ITEM 6. Exhibits | 13 |
Signature | 14 |
302 Certification of Chief Executive Officer | |
302 Certification of Principal Financial Officer | |
906 Certification of Reporting Officers |
| June 30, 2006 | December 31, 2005 | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
Cash and cash equivalents | $ | 695,138 | $ | 370,472 | ||||
| Accounts receivable and other assets | 7,200 | -- | ||||||
| Notes receivable - related parties | 1,249,867 | 1,249,867 | ||||||
Total assets | ||||||||
| $ | 1,952,205 | $ | 1,620,339 | |||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||
Accounts payable and accrued expenses | $ | 41,961 | $ | 27,003 | ||||
| Total current liabilities | 41,961 | 27,003 | ||||||
Notes payable - long-term | 1,927,500 | 1,558,000 | ||||||
STOCKHOLDERS' (DEFICIT) EQUITY: | ||||||||
| Common stock | $ | 10 | $ | 10 | ||||
| Additional paid in capital | 474,990 | 404,990 | ||||||
| Accumulated deficit | (492,256 | ) | (369,664 | ) | ||||
| Total stockholders' (deficit) equity | (17,256 | ) | 35,336 | |||||
| Total liabilities and stockholders' (deficit) | ||||||||
| equity | $ | 1,952,205 | $ | 1,620,339 | ||||
The accompanying notes to financial statements are an integral part of these statements.
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| Three Months Ended June 30, 2006 | Three Months Ended June 30, 2005 | Six Months Ended June 30, 2006 | Six Months Ended June 30, 2005 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||||||||
| Interest income | $ | 51,343 | $ | 95 | $ | 97,985 | $ | 158 | ||||||
| Total revenues | 51,343 | 95 | 97,985 | 158 | ||||||||||
| Expenses: | ||||||||||||||
| Legal and accounting | 46,402 | 36,370 | 81,519 | 72,183 | ||||||||||
| Advertising | -- | 2,734 | 19,832 | 5,777 | ||||||||||
| Administrative | 21,449 | 15,092 | 42,739 | 30,107 | ||||||||||
| Interest expense | 41,023 | -- | 76,487 | -- | ||||||||||
| Total expenses | 108,874 | 54,196 | 220,577 | 108,067 | ||||||||||
| NET LOSS | $ | (57,531 | ) | $ | (54,101 | ) | $ | (122,592 | ) | $ | (107,909 | ) | ||
The accompanying notes to financial statements are an integral part of these statements.
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| Common Stock | Additional Paid in Capital | Accumulated Deficit | Total | |||||||||||
| Balance December 31, 2005 | $ | 10 | $ | 404,990 | $ | (369,664 | ) | $ | 35,336 | |||||
| Additional paid in capital | -- | 70,000 | -- | 70,000 | ||||||||||
| Net loss | -- | -- | (122,592 | ) | (122,592 | ) | ||||||||
| Balance June 30, 2006 | $ | 10 | $ | 474,990 | $ | (492,256 | ) | $ | (17,256 | ) | ||||
| Common Stock | Additional Paid in Capital | Accumulated Deficit | Total | |||||||||||
| Balance December 31, 2004 | $ | 10 | $ | 99,990 | $ | (81,085 | ) | $ | 18,915 | |||||
| Additional paid in capital | -- | 90,000 | -- | 90,000 | ||||||||||
| Net loss | -- | -- | (107,909 | ) | (107,909 | ) | ||||||||
| Balance June 30, 2005 | $ | 10 | $ | 189,990 | $ | (188,994 | ) | $ | 1,006 | |||||
The accompanying notes to financial statements are an integral part of these statements.
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| Six Months Ended June 30, 2006 | Six Months Ended June 30, 2005 | |||||||
Cash flows from operating activities: | ||||||||
| Net loss | $ | (122,592 | ) | $ | (107,909 | ) | ||
| Adjustments to reconcile net loss to net cash used in | ||||||||
| operating activities: | ||||||||
| Accounts receivable and other assets | (7,200 | ) | -- | |||||
| Accounts payable and accrued liabilities | 14,958 | (2,560 | ) | |||||
Net cash used in operating activities | (114,834 | ) | (110,469 | ) | ||||
Cash flows from financing activities: | ||||||||
| Borrowings on long-term debt | 369,500 | -- | ||||||
| Contribution of capital | 70,000 | 90,000 | ||||||
Net cash provided by financing activities | 439,500 | 90,000 | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| 324,666 | (20,469 | ) | ||||||
Cash and cash equivalents at beginning of period | 370,472 | 35,015 | ||||||
| Cash and cash equivalents at end of period | $ | 695,138 | $ | 14,546 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the year for: | ||||||||
| Interest | $ | 77,423 | $ | -- | ||||
The accompanying notes to financial statements are an integral part of these statements.
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Eliason Funding Corporation is a State of Wisconsin Corporation that is headquartered in St. Germain, Wisconsin. The Company provides financing to affiliated entities through the issuance of public debt.
The financial statements presented herein are based on interim amounts. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2006 and for all periods presented have been made. The loss from operations for the period ended June 30, 2006 is not necessarily indicative of the operating results for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from those estimates.
The Company considers cash and cash equivalents to include those investments with original maturities of 90 days or less.
The Company has elected, for Federal and state income tax purposes, to be treated as Qualified S-Corporation subsidiary under the provisions of the Internal Revenue Code. Accordingly, the Company’s taxable income is included in the tax return of its parent company, Eliason, Inc.
The Company recognizes interest income on notes receivable as it is earned.
The Company records notes receivable at their stated value as disclosed on the face of the note.
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The Company records notes payable at their stated value as disclosed on the face of the note.
The Company expenses advertising as incurred.
All cash and cash equivalents and notes receivable – related party are financial assts with a carrying value that approximates fair market value. All accounts payable and accrued expenses and notes payable are financial assets with a carrying value that approximates fair market value.
At June 30, 2006, the Company had $1,249,867 in outstanding notes receivable from a related party.
$1,249,867 was loaned in several notes to Eliason 1031 Properties Corporation (related party through common ownership) for the purchase of an apartment complex in Metropolitan Atlanta, Georgia. The notes bear interest at 12% per annum with interest payments due quarterly. The notes mature in varying amounts between September and December 2006, but the notes are callable at anytime by the Company. The notes are guaranteed by the stockholders of the related party.
The Company has a Management Services agreement with Eliason, Inc. (a related party through common ownership) as described below. The agreement calls for payments of $5,000 per month for management and accounting services. The agreement is automatically renewed on an annual basis unless notification is provided thirty days prior to the end of the year. For the six months ended June 30, 2006, a total of $30,000 has been expensed under this agreement.
Notes-receivable related parties consist of the following at June 30, 2006:
Eliason 1031 Properties Corporation$1,249,867
Eliason, Inc. through subsidiaries is the parent Company of both Eliason 1031 Properties Corporation and Eliason Funding Corporation.
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The note receivable from Eliason 1031 Properties Corporation (see Note C) bears interest at 12% per annum and interest payments are due quarterly. The notes mature in varying amounts between September and December 2006, but the notes are callable at any time by the Company. The notes are guaranteed by the stockholder’s of the related entities.
On January 13, 2005, the Company entered into a Contribution Agreement with Eliason, Inc., Eliason Capital Group, Inc. and Brian Eliason and David Eliason (related parties through common ownership). Under the agreement, the related parties have agreed to fund the obligations of the Company as necessary.
The Company leases office space from Eliason Financial Group, LLC (related party through common ownership). The lease is on a month-to-month basis at $200 per month beginning in August 2005. Rent expense was $1,200 under the terms of the lease for the six months ended June 30, 2006.
As of June 30, 2006, the Company had outstanding notes payable of $1,927,500. These notes were issued under a public debt offering beginning August 19, 2005. The debt offering remains open at management’s discretion. There are four classes of notes based upon their maturity from issuance. The classes are Two-Year, Five-Year, Seven-Year and Ten-Year notes with terms as follows:
| Class | Maximum Principal | Maturity | Rate | Notes Issued | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2-Year | $ | 4,000,000 | 2 years from the 1st day of month of issuance | 5 | .5% | $ | 125,000 | |||||||
| 5-Year | $ | 5,000,000 | 5 years from the 1st day of month of issuance | 6 | .5% | 170,000 | ||||||||
| 7-Year | $ | 6,000,000 | 7 years from the 1st day of month of issuance | 7 | .5% | 5,000 | ||||||||
| 10-Year | $ | 6,000,000 | 10 years from the 1st day of month of issuance | 9 | .0% | 1,627,500 | ||||||||
| $ | 1,927,500 | |||||||||||||
Future maturities consist of the following at June 30, 2006:
| 2007 | $ | -- | |||
| 2008 | 125,000 | ||||
| 2009 | -- | ||||
| 2010 | -- | ||||
| 2011 | 170,000 | ||||
| Thereafter | 1,632,500 | ||||
| $ | 1,927,500 | ||||
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In April 2006, the Company discovered that its former securities counsel had inadvertently failed to register the note offering with certain state securities authorities. Due to this oversight, the Company suspended selling notes on April 14, 2006 while a rescission offer was conducted to existing noteholders and registered the note offering with the appropriate state securities authorities. The rescission offer gave eligible noteholders the right to have the Company repurchase their notes and to receive a refund of the principal plus a statutory amount of interest. The rescission offer expired on July 26, 2006 and none of the eligible noteholders chose to accept the rescission offer.
From June 30, 2006 through July 26, 2006 the Company sold $55,000 in additional Ten-Year Notes to accredited investors.
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This Form 10-QSB contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (the “Act”) (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities Exchange Commission, press releases, or otherwise. Statements contained in this Form 10-QSB that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Act. Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, anticipated financing needs, compliance with financial covenants in loan agreements, plans for acquisitions or sales of assets or businesses, plans relating to products or services of the Company, assessments of materiality, predictions of future events, the effects of pending and possible litigation, and assumptions relating to the foregoing. In addition, when used in this Form 10-QSB, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this Form 10-QSB, or in other Company filings, press releases, or otherwise. In addition to the factors discussed in this Form 10-QSB, other factors that could contribute to or cause such differences include, but are not limited to, developments in any one or more of the following areas: our borrowers’ ability to make payments to us, economic slowdowns in our market areas, deterioration in the value of collateral used to secure loans made by us and other risk factors which may be detailed from time to time in the Company’s Securities and Exchange Commission filings.
Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.
General: On August 19, 2005, we received approval to offer up to $21,000,000 in public notes. As of June 30, 2006, notes totaling $1,927,500 had been sold and issued to the public. Of this amount, $1,627,500 were Ten Year notes, $5,000 were Seven Year notes, $170,000 were Five Year notes, and $125,000 were Two Year notes.
Results of operations: As of June 30, 2006, we reported a quarterly loss of $57,531 and a year-to-date loss of $122,592. These losses were primarily the result of compliance costs, marketing efforts directed at selling the notes and administrative expenses related to the Management Services Agreement with Eliason, Inc. Additional expenditures related to compliance, marketing and administration are anticipated.
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Revenues: For the quarter ended June 30, 2006 revenues were $51,343. With the exception of minor amounts derived from interest earned on bank deposits, these were earned as the result of lending to related parties the proceeds of our public debt offering. For the quarter ended June 30, 2005 revenues were $95 and were derived from interest earned on bank deposits. For the quarter ended June 30, 2006, the revenue earned was primarily the result of receiving approval to issue public notes on August 19, 2005, with the corresponding ability to lend those funds out. The total amount lent at June 30, 2006 was $1,249,867.
Legal and accounting: Legal and accounting fees totaled $46,402 for the quarter ended June 30, 2006 and $36,370 for the quarter ended June 30, 2005. Legal and accounting fees for the quarter ended June 30, 2006 related to on-going regulatory compliance requirements including preparing and conducting a rescission offer for certain of our notes. Legal and accounting fees for the quarter ended June 30, 2005 related to the regulatory requirements of issuing the notes.
Advertising: There were no advertising expense for the quarter ended June 30, 2006 and $2,734 for the quarter ended June 30, 2005. Advertising expenses for the quarter ended June 30, 2006 were zero because we suspended our marketing efforts while we prepared and conducted the rescission offer. Advertising expenses for the quarter ended June 30, 2005 were related to the initial costs of starting the advertising campaign.
Administrative: Administrative expenses were $21,449 for the quarter ended June 30, 2006 and $15,092 for the quarter ended June 30, 2005. For the quarter ended June 30, 2006, $15,000 was related to our Management Services Agreement with Eliason, Inc. and $3,600 was related to Directors and Officers Liability Insurance. The remaining amounts were related to general administrative items such as postage and office supplies. For the quarter ending June 30, 2005, $15,000 was related to the Management Services Agreement with Eliason, Inc. The remaining amounts were related to general and administrative items such as postage and office supplies.
Interest expense: Interest expenses was $41,023 for the quarter ended June 30, 2006. There was no interest expense for the quarter ended June 30, 2005. Interest expense was related to the issuance of public debt beginning August 19, 2005. The total amount of public debt issued at June 30, 2006 totaled $1,927,500. The interest rates on the notes sold to the public are all fixed rates and range from 5.5% to 9.0%.
Revenues: For the six months ended June 30, 2006 revenues were $97,985. With the exception of minor amounts derived from interest earned on bank deposits, these were earned as the result of lending to related parties the proceeds of our public debt offering. For the six months ended June 30, 2005 revenues were $158 and were derived from interest earned on bank deposits. For the six months ended June 30, 2006, the revenue earned was primarily the result of receiving approval to issue public notes on August 19, 2005, with the corresponding ability to lend those funds out. The total amount lent at June 30, 2006 was $1,249,867.
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Legal and accounting: Legal and accounting fees totaled $81,519 for the six months ended June 30, 2006 and $72,183 for the six months ended June 30, 2005. Legal and accounting fees for the six months ended June 30, 2006 related to on going regulatory compliance requirements including issues related to preparing and conducting our rescission offer. Legal and accounting fees for the six months ended June 30, 2005 related to the regulatory requirements of issuing the notes.
Advertising: Advertising expenses totaled $19,832 for the six months ended June 30, 2006 and $5,777 for the six months ended June 30, 2005. Advertising expenses for the six months ended June 30, 2006 were related to the initial marketing campaign. During the quarter ended June 30, 2006 they were zero because we suspended our marketing efforts while we prepared and conducted our rescission offer. Advertising expenses for the six months ended June 30, 2005 were related to the initial costs of starting the advertising campaign.
Administrative: Administrative expenses were $42,739 for the six months ended June 30, 2006 and $30,107 for the six months ended June 30, 2005. For the six months ended June 30, 2006, $30,000 was related to our Management Services Agreement with Eliason, Inc. and $7,200 was related to Directors and Officers Liability Insurance. The remaining amounts were related to general administrative items such as postage and office supplies. For the six months ending June 30, 2005, $30,000 was related to the Management Services Agreement with Eliason, Inc. The remaining amounts were related to general and administrative items such as postage and office supplies.
Interest expense: For the six months ended June 30, 2006, interest expense was $76,487. There was no interest expense for the six months ended June 30, 2005. Interest expense was related to the issuance of public debt beginning August 19, 2005. The total amount of public debt issued at June 30, 2006 totaled $1,927,500. The interest rates on the notes sold to the public are all fixed rates and range from 5.5% to 9.0%.
For the six months ended June 30, 2006 cash and cash equivalents increased by $324,666. This was the result of $70,000 in capital contributions made by Eliason Capital Group, Inc. (related party through common ownership), to cover operating activities and $369,500 in public debt issued. These sources of cash were offset by $114,834 in cash used in operating activities.
Of the $114,834 of cash used in operating activities, $395,000 was lent to related entities as part of our normal business operations. The $395,000 was repaid during the period resulting in a zero net cash flow effect. The remaining cash used in operations of $114,834 was our loss for the six months ended June 30, 2006 of $122,592 plus the increase in accounts receivable and other assets of $7,200 and offset by an increase in accounts payable and accrued liabilities of $14,958.
Cash provided from financing activities consisted of $369,500 of public debt issued for the six months ended June 30, 2006 and $70,000 of capital contributions from our parent corporation, Eliason Capital Group, Inc.
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On January 13, 2005, we entered into a Contribution Agreement with Eliason, Inc, Eliason Capital Group, Inc, and Brian and David Eliason (related parties). Under the Contribution Agreement, the related parties have agreed to fund our obligations as necessary.
At June 30, 2006, we were still reliant upon our parent corporation for capital contributions to meet our operating cash flow needs, without depleting the principal received from the issuance of the public debt. Pursuant to the Contribution Agreement cited above, we expect to rely upon this agreement until we have sold sufficient public debt and lent the proceeds to related entities to generate operating cash flow sufficient to meet our normal cash needs.
In April 2006, we discovered that our former securities counsel had inadvertently failed to register our note offering with certain state securities authorities. Due to this oversight, we suspended selling notes on April 14, 2006 while we conducted a rescission offer to our existing noteholders and registered our note offering with the appropriate state securities authorities. The rescission offer gave eligible noteholders the right to have us repurchase their notes and to receive a refund of the principal plus a statutory amount of interest. The rescission offer expired on July 26, 2006 and none of the eligible noteholders chose to accept the rescission offer.
Off-balance sheet arrangements: As of June 30, 2006, we did not have any off-balance sheet arrangements.
Contractual Obligations:There were no material changes outside the ordinary course of our business to contractual obligations during the three months period ended June 30, 2006.
Critical Accounting Policies:There were no changes in our critical accounting policies during the three month period ended June 30, 2006.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as of June 30, 2006 (the “Evaluation Date”). Based upon this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to the Company, including, our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.
In addition, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore, there were no corrective actions taken.
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| EXHIBIT NUMBER | DESCRIPTION |
3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
4.1 | Form of Indenture between Eliason Funding Corporation and US Bank, national Association, as |
| Trustee (2) | |
10.1 | Form of Management Services Agreement between Eliason Funding Corporation and Eliason, Inc., |
| dated October 31, 2004 (1) | |
10.2 | Form of Contribution Agreement between Eliason Funding Corporation, Brian Eliason, David |
| Eliason, Eliason, Inc. and Eliason Capital Group, Inc., dated January 13, 2005 (2) | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of |
| 2002 | |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| of 2002 | |
32 | Certification of Reporting Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(1) | Incorporated by reference from Registration Statement on Form SB-2 of Eliason Funding Corporation Registration No. 333-125542, filed June 6, 2005. |
(2) | Incorporated by reference from Amendment No. 1 to Registration Statement on Form SB-2 of Eliason Funding Corporation Registration No. 333-125542, filed July 27, 2005. |
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In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
| Date: August 11, 2006 | /s/ David J. Eliason |
| David J. Eliason, President |
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