US SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(X) Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2005.
( ) Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
to .
Commission File Number 0-24185
CENTRAL AMERICAN EQUITIES CORP.
Florida 65-0636168
(State or other jurisdiction of (IRS Employer
incorporated or organization) Identification Number)
Hotel Alta, Alto de las Palomas
Santa Ana, Costa Rica
Mailing Address: Interlink 964, PO Box 02-5635, Miami, FL 33102
(Address of Principal Executive Offices)
+011 (506) 282-4160
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 Par Value
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the
preceding twelve (12) months (or for such shorter period that
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past ninety (90) days.
YES ( X ) NO ( ).
The number of shares outstanding on June 30, 2005 of each of the
issuers classes of common equity:
2,141,553 shares of Common Stock, $0.001 par value
Transitional Small Business disclosure format (check one)
YES [ X ] NO [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB of Registrant for the year ended
December 31, 1998, 1999, 2000, 2001, 2002, 2003, and 2004.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
Central American Equities Corp. (the "Company" or "CAE") is a US
hospitality company, incorporated in the State of Florida, and
based in Santa Ana, Costa Rica. The Company owns and operates
hotels, restaurants, and real property in Costa Rica. All CAE
activities are related to the Company's hotels in Costa Rica, and,
as such, are reported as one operating segment (per FASB Statement
No. 131). Financial statements follow. These financial statements have
been reviewed by a public auditor.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Balance Sheet
Not Review
June 30, 2005
ASSETS
Current assets
Cash and cash equivalents 115,806
Account receivable 93,013
Inventory 23,794
Prepaid expenses 868
Total Current Assets 233,481
Buildings and equipment,
Net of depreciation 5,430,644
Total Assets 5,664,125
LIABILITY & STOCKHOLDER EQUITY
Current liabilities
Accounts payable 72,366
Note Payable Current Portion 88,000
Accrued expenses 139,340
Total Current Liabilities 299,706
Long-Term Liabilities
Long term debt 173,176
Due to officers 90,315
Total Long-Term Liabilities 263,491
Total Liabilities 563,197
Stockholders' equity
Common stock $.001 par value;
25,000,000 authorized, 2,141,553
issued and outstanding 2,142
Preferred stock - $.001 par value;
1,000,000 shares authorized,
0 issued and outstanding 0
Additional paid-in capital 10,400,016
Accumulated other comprehensive
Income 35,914
Retained deficit (5,337,144)
Total Stockholder Equity 5,100,928
Total liabilities & stockholders Equity 5,664,124
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Statement of Operations
Reviewed
For the 3-month For the 6-month
period ended period ended
June 30, June 30,
2004 2005 2004 2005
Revenues $276,049 $335,536 $710,342 $776,969
Cost of Services 95,670 88,827 240,505 199,437
Gross Profit 180,379 246,709 469,837 577,532
Operations
Gen & Admin 178,787 182,634 370,361 382,073
Depreciation 42,930 42,930 86,416 85,860
221,717 225,564 456,777 467,933
Other Expense
Interest Expense 24,347 5,206 42,948 77,294
Sale of Asset (net) 59,703 0 59,703 0
Loss on Foreign Exch 0 0 0 0
84,050 5,206 102,651 77,294
Income taxes 0 0 0 0
NET INCOME (Loss) $ (125,388) $ 15,939 $(89,591) $ 32,305
Weighted Average
share of Common
Stock Outstanding 19,789,268 2,141,553 19,789,268 2,141,553
Gain (Loss) per
Common Share $ (0.01) $ 0.01 $(0.01) $ 0.02
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Statements of Cash Flow
For the Six Months Ended June 30,
Reviewed
2004 2005
Cash flows from operating activities:
Net Income $ (89,591) $32,305
Adjustments to reconcile net loss to
net cash provided by operating activities:
Unrealized Loss on Foreign Exchange 13,324 (6,083)
Depreciation and amortization 42,930 85,860
Decrease (increase) in:
Accounts receivable (33,404) (4,263)
Inventory 10,660 895
Prepaid expense and other (15,466) 5,345
(Increase) decrease in:
Accounts payable 3,417 (26,729)
Accrued expenses 9,046 (74,339)
Net cash used in operating activities: (31,132) 12,992
Cash flows from investing activities:
Capital expenditures 0 (16,975)
Change in common and preferred stock 0 (18,722)
Payment received on sale of asset 635,000 0
Net cash used in investing activities 635,000 (35,697)
Cash flows from stock options exercised:
Proceeds from stock options exercised 0 20,000
Net cash from stock options exercised 0 20,000
Cash flows from financing activities:
Proceeds from loans (63,999) (64,000)
Proceeds from loans from officers (87,802) 53,545
Net cash provided by financing activities: (151,801) (10,455)
Net increase (decrease) in cash 452,066 (13,161)
Cash beginning of period 85,955 128,966
Cash end of period 538,021 115,806
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Statements of Cash Flow
For the Six Months Ended June 30,
Reviewed
2004 2005
Supplemental Disclosures of cash flow information:
Cash Paid for Interest 42,948 11,435
Cash Paid for Income Taxes 0 0
Non-cash Transactions:
Shares Issued for Services 0 55,000
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Reviewed
Note 1 -Summary of Accounting Policies
Nature of Business
Central American Equities Corp. and Subsidiaries (the "Company")
was incorporated under the laws of the State of Florida on
January 23, 1996. The Company is in the business of owning and
operating hotels, restaurants, and real property in Costa Rica.
Financial Statement Presentation
The consolidated un-audited interim financial statements of the
Company as of June 30, 2005 and for the three and six month
periods ending June 30, 2005, included herein, have been
prepared in accordance with the instructions for Form 10QSB
under the Securities Exchange Act of 1934, as amended, and
Article 10 of Regulation S-X under the Securities Act of 1933,
as amended. The December 31, 2004 Consolidated Balance Sheet was
derived from audited financial statements, but does not include
all disclosures required by generally accepted accounting
principles. Certain information and note disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to
interim consolidated financial statements.
In the opinion of management, the accompanying consolidated un-
audited interim financial statements reflect all adjustments,
consisting only of normal recurring adjustments, necessary to
fairly present the financial position of the Company as of June
30, 2005, and the results of their operations for the three and
six month periods ending June 30, 2005 and 2004, and their cash
flows for the six months ending June 30, 2005 and 2004.
The results of operations for such periods are not necessarily
indicative of results expected for the full year or for any
future period. These financial statements should be read in
conjunction with the audited consolidated financial statements
as of December 31, 2004 and 2003 and related notes included in
the Companys Form 10-KSB filed with the Securities and Exchange
Commission.
Cash and Cash Equivalents
For purposes of the statement of cash flows all certificates of
deposits with maturities of 90 days or less, were deemed to be
cash equivalents.
Property and Equipment
Property and equipment are recorded at cost less accumulated
depreciation. Depreciation is computed provided using the
straight-line method over the estimated useful lives of five for
equipment, seven years for furniture and fixtures and forty years
for buildings and improvements.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Reviewed
Note 1 -Summary of Accounting Policies (continued)
Repairs and maintenance costs are expensed as incurred while
additions and betterments are capitalized. The cost and related
accumulated depreciation of assets sold or retired are eliminated
from the accounts and any gain or losses are reflected in
earnings.
Estimates
Preparation of financial statements in conformity with generally
accepted accounting principles 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 the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition
The Company records revenue at the point of service and maintains
its corporate records for both financial statement and tax return
purposes on the accrual method of accounting.
Foreign Exchange
Assets and liabilities of the Company, which are denominated in
foreign currencies, are translated at exchange rates prevailing
at the balance sheet date. Non-monetary assets and liabilities
are translated at historical rates. Revenues and expenses are
translated at average rates throughout the year. The unrealized
translation gains and loses are accumulated in a separate
component of stockholders equity translation exchange gains and
losses are reflected in net earnings.
Fair Value of Financial Instruments
The carrying amount of the Company's financial instruments, which
principally include cash, note receivable, accounts payable and
accrued expenses, approximates fair value due to the relatively
short maturity of such instruments.
The fair value of the Company's debt instruments is based on the
amount of future cash flows associated with each instrument
discounted using the Company's borrowing rate. At December 31,
2004 and 2003, respectively, the carrying value of all financial
instruments was not materially different from fair value.
Income Taxes
The Company has net operating loss carryovers of approximately
$5.4 million as of December 31, 2004, expiring in the years 2012
through 2023. However, based upon present Internal Revenue
regulations governing the utilization of net operating loss
carryovers where the corporation has issued substantial
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Reviewed
Note 1 -Summary of Accounting Policies (continued)
additional stock, most of this loss carryover may not be
available to the Company.
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes, effective July 1993.
SFAS No.109 requires the establishment of a deferred tax asset
for all deductible temporary differences and operating loss
carry-forwards. Because of the uncertainties discussed in Note
2, however, any deferred tax asset established for utilization of
the Company's tax loss carry-forwards would correspondingly
require a valuation allowance of the same amount pursuant to SFAS
No. 109. Accordingly, no deferred tax asset is reflected in
these financial statements.
Note 2 -Going Concern
As shown in the accompanying financial statements, the Company
incurred a net loss of approximately $238,000 during the year
ended December 31, 2004 that raise doubt about the entity's
ability to continue as a going concern.
The Company has received additional financing through the sale of
a non-performing asset, continues to control expenses, and
evaluates the ongoing performance of the Companys assets. The
ability of the Company to continue as a going concern is
dependent on the success of application and techniques. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
Note, however, that the Company recorded a net profit in the six-
month period ending June 30, 2005.
Note 3 -Property and Equipment
As of December 31, 2004 plant and equipment consisted of the
following:
Land $249,547
Buildings 5,995,553
Machinery and equipment 125,535
Furniture and fixtures 286,635
Computer equipment 73,693
6,730,963
Less accumulated depreciation 1,231,434
$ 5,499,529
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Reviewed
Note 3 -Property and Equipment (continued)
Depreciation expense in the amount of $171,722 and $183,292 has
been recorded for the years ended December 31, 2004 and 2003
respectively.
Note 4 Common Stock
A total of 19,864,268 shares of common stock were outstanding as
of December 31, 2004.
In March 2005, the board awarded Michael Caggiano, the CEO of the
Company, 500,000 options to purchase common stock at $0.04 per
share. Mr. Caggiano exercised those options.
In April 2005, Medical Ventures Group, the holder of 1,000,000
shares of Class "A" Convertible Preferred Stock elected to
convert those shares to Common Stock. At the time of conversion,
board director P. James Voloshin held controlling interest in
Medical Ventures Group. Subsequent to the conversion, Mr.
Voloshin sold the shares of Common Stock to Richard Wm. Talley, a
board director of the Company.
In May 2005 the Company awarded several employees of the Company
a total of 50,000 shares of Common stock. As such, as of May 22,
2005 there were 21,414,268 Shares of Common Stock at $0.001 par
value and no (0) shares of Class "A" Convertible Preferred Stock
issued and outstanding.
On May 23, 2005, the Company's board of directors unanimously
approved a 1 for 10 reverse split of the Company's common stock.
This reverse split went into effect at the beginning of business
on June 7, 2005. This reduced the Company's outstanding shares
of common stock to 2,141,553 shares (all fraction per certificate
ownerships are rounded up).
Note 5 -Notes Payable
The Company has $212,876 outstanding against a $500,000 line of
credit with Banco BCT. In February 2002, the Company
restructured the loan. The current terms include a loan term of
70 months; an annual interest rate of prime plus 3.75%, and
monthly principal payments that vary with the high and low
occupancy periods of Hotel Alta. Monthly principal payments in
year one will vary from $3,000 to $12,000.
The funds advanced under this line of credit were used to
supplement cash flow for operating expenses and construction
costs. The note is collateralized by property of the Company.
Included in notes payable at June 30, 2005 is a note payable to
shareholder, dated July 21, 2000, of $48,300. The note payable
bears interest at 20% and was due July 22, 2002.
Note 6 -Notes Payable Related Parties
Notes payable to officers of the Company as of June 30, 2005 are
as follows:
Amopunts payable to officers (Caggiano, Talley, and Rosenmiller)
dated November 30, 2000 with interest at 5%
with no set terms for prepayment $ 90,315
Total Due to Officers $ 90,315
Interest payments. For many years the officers of the corporation
Have lent money to the corporation to help it survive. These
loans have been carried on the books as debt to
officers in the financial statements.
Per the by-laws of the company, Board members were not
permitted to compensate themselves without the approval of
the shareholders. Management interpreted this by-law conservatively
and did not account for any interest payment on this
debt until shareholders approved a 5% interest on the debt
at the last shareholder meeting. We calculated the total
interest payment and put it on the books in the first
quarter of 2005. The Company was unable to pay the
interest through cash flow and by the second quarter of
2005, the total interest due was shifted to debt to
officers, hence the drop in interest payments in the second
quarter of 2005.
Note 7 Commitments and Contingencies
The Company has a month-to-month lease for 1 acre of property.
Minimum rentals in the year ending December 31, 2005 are $18,000
Included as a liability on the balance sheet is an accrued
expense in the amount of about $52,000 for non-payment of sales
taxes for Hotel Alta. The amount listed is an accurate
reflection on the amount past due at that time not including
penalties or interest.
Penalties and interest were not included as the government had an
amnesty program that forgave penalties and interest on all past
taxes paid by April 30, 2003. The Company planned to have the
cash available to pay past taxes by selling a beach property
called Tropicana before April 30. Instead, through negotiations
with the government the Company offered part of the property to
the government in lieu of payment. Before April 30 the
government accepted the property and began an appraisal to see
how much of the past taxes it would cover. In August 2003, the
government reversed course on the offer to accept the property.
They demanded full payment of the back taxes including penalties
and interest. As of June 30, 2005, the Company had paid down the
tax liability by about $190,000, but is disputing the interest
and penalties.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
Central American Equities Corp. (the "Company" or "CAE") is a
US hospitality company, based in Santa Ana, Costa Rica and
incorporated in the State of Florida on January 23, 1996. The
Company specializes in providing high-quality food and
lodging in unique natural settings in Costa Rica. The
Company is in the business of owning and operating hotels and
restaurants and real property in Costa Rica. The first year
of full operation of the Company's hotels was 1998.
As of June 30, 2005, CAE owned Hotel Alta in Santa Ana (a
suburb of the capital city of San Jose) and Sunset Reef (on
the Pacific Ocean in Mal Pais near the protected Cabo Blanco
Reserve). CAE also owned and operated La Luz Restaurant
(located in Hotel Alta) and ATP-Costa Rica (a full-service
reservation, travel planning and in-bound tour operation
based in Costa Rica). The Company sold Restaurant Tropicana
in June 2004. On June 30, 2005, the Company had
approximately 60 full-time, part-time and contract employees.
The following is management's discussion and analysis of
significant factors that affected the Company's financial
position during the three-month period ended June 30, 2005.
Results of Operations
Comparison of Operations for the 3-Month Periods Ended June
30, 2005 and 2004
During the second quarter of the year, the traditional low
season for tourism in Costa Rica, the Company continued to
improve. Most of the improvement was registered at Hotel
Alta. During the second three months of 2005, occupancy at
Hotel Alta increased by 70% from the same period in 2004
growing from about 50% to 85%. Sunset Reef's occupancy also
grew. During the second three months of 2005, occupancy at
Sunset Reef increased from 18% in 2004 to 27% in 2005.
Several factors contributed to the jump in occupancy at Hotel
Alta. Importantly, the number of tourists traveling to Costa
Rica continued to increase. Several management programs over
the past two years have helped the hotel capture more than
its proportional share of this increased flow. Hotel Alta's
webpage (www.thealtahotel.com) and web-marketing campaigns
(including search-engine positioning and strategic placement
of click-through advertisements) have resulted in significant
increases in on-line reservations. Hotel Alta's listing on
Hotels.com and Expedia.com have increased the Hotel's
exposure world-wide. Using web advertisements, management
has been better able to control inventory by running single-
day specials during low occupancy periods.
Although occupancy has jumped dramatically, web specials have
contributed to a somewhat lower average room rate. Average
room rates at Hotel Alta dropped by about $2.00 per room.
This is, however, an improvement over the first quarter of
2005 when average room rates declined about $9.00 from the
previous year.
During the second quarter of 2005 revenues increased
markedly. During the three-month period ended June 30, 2005,
revenues were $335,536. This represents an increase of
approximately $60,000 or 23% from the same period in 2004.
Although revenues increased, the cost of services declined by
about $7000 or 7% from the previous year. As a consequence,
gross profit jumped 37% from the same three months in 2004.
General and administrative expenses also declined. During
the three-month period ended June 30, 2005, total G&A
expenses dropped by about 2% from the same period in 2004.
Income jumped considerably. During the three-month period
ended June 30, 2005 the Company earned approximately $64,000
before depreciation of about $43,000 and interest costs of
about $5,000. The net income, including depreciation and
interest, was about $16,000. This is an increase of about
$113,000 over 2004.
The Company balance sheet also improved. The Company
continued to pay down its $500,000 note to BCT. As of June
30, 2005, the loan to BCT had a balance of about $212,000, a
reduction of $64,000 since the beginning of the year (some of
the balance is accounted for in the "Note Payable: Current
Portion" of the balance sheet). Accrued expenses (which
includes taxes owed to Tributacion, the Costa Rica tax
authority) declined by $74,000 since December 31, 2004.
Total liabilities declined by about $111,000 in the past 6
months. The balance sheet does not, however, show a
contingency in the event that Hotel Alta loses its suit
against Tributacion (see Item 1 below for a full discussion).
Future Direction
Over the past year, management has discussed the advantages
and disadvantages of continuing to operate its current
business while remaining a publicly trading company.
Foremost was the cost to the Company of remaining a publicly
trading company, as it is expensive and time consuming. For
this reason, the board has questioned the value of remaining
a publicly trading Company and is reviewing whether it is in
the best interests of the shareholders to operate the hotels
as a public entity. As such, we are exploring the idea of
selling the hotels and seeking out business opportunity
candidates to merge into the Company. There is no assurance,
however, that management will do this.
On May 23, 2005, the Company's board of directors unanimously
approved a 1 for 10 reverse split of the Company's common
stock. This reverse split went into effect at the beginning
of business on June 7, 2005. This action reduced the
Company's outstanding shares to 2,141,553 shares.
We took this action because we are exploring various
opportunities to do a reverse merger with a profitable
operating company. The Board of Directors has determined in
it judgment that this is the best way to enhance shareholder
value. While the Company has not entered into any letters of
intent, it has reviewed several business plans of possible
business combinations with the Company.
Liquidity and Capital Resources
During the first six months of 2005, the Company recorded
positive net income of approximately $32,000. However,
prior to this filing, Company operations had resulted in
losses. The Company has limited, albeit improving, cash
liquidity and capital resources. The Company plans to hold
sufficient cash in reserve to protect against cash flow needs
during the remainder of 2005.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Occasionally in the past there have been actions against
Central American Equities' subsidiaries in the Costa Rican
Labor Court that had been brought by former employees who had
been dismissed by the Company due to poor performance or
insubordination. These employees dispute the reason for
their dismissal and, as such, claim they are entitled to
additional monetary compensation. The Company considers
these actions to be routine litigation that is incidental to
the business (as defined under Reg. Section 228.103). It is
anticipated that any contingent liability stemming from these
claims would be immaterial to the Company. In the second
quarter of 2005 there were no such claims brought nor pending
against the Company.
Potential Legal Proceeding and Liability
On November 2002, Hotel Alta owed Tributacion (the Costa
Rican taxing authority) approximately $240,000 in unpaid
sales taxes. These taxes have been listed on past balance
sheets as an accrued expense and had been fully reported to
the government of Costa Rica. The Costa Rica government
offered to all companies in Costa Rica amnesty from interest
and penalties for back taxes paid by April 30, 2003. Prior
to April 30, 2003, CAE, unable to pay these taxes in cash,
proposed that the debt be resolved with the exchange of
property worth an equivalent value (part of the parcel in
Playa Carmen where Restaurante Tropicana is located). It is
the Company's contention that Tributacion accepted this offer
on or before April 30, 2003 and began a process of appraising
the property to determine how much of the tax liability was
to be cancelled. However, in August 2003, Tributacion
notified the Company that it would not accept the property in
lieu of payment (in whole or in part) and demanded that the
Company immediately pay the past due taxes with interest and
penalties.
Between August 2003 and August 2004 the Company attempted to
negotiate with Tributacion concerning the amount of taxes
owed and the applicability and legality of interest and
penalties related to those taxes. These negotiations were
unsuccessful. As such, on September 13, 2004 the Company
brought suit against Tributacion in the Costa Rican
constitutional court for not accepting the offer of property
in exchange for the outstanding tax liability. The refusal
of the offer denied the opportunity for the Company to
successfully meet the tax amnesty deadline.
In December 2004, the Company was notified that the
constitutional court had declined to accept the case,
directing the Company to first present the case in the lower
civil courts. In February 2005, the Company initiated the
process of filing this case in Costa Rica's civil courts.
Believing it has been denied due process and equal treatment
under Costa Rican law, management plans to pursue the case
vigorously. As of August 1, 2005, the case was still pending
in civil court.
It is difficult to evaluate the likelihood of an unfavorable
outcome in this case but we estimate it to be at or below
50%. If an unfavorable outcome results, the Company may be
liable for interest and penalties of more than $175,000.
ITEM 2. CHANGES IN SECURITIES
A total of 19,864,268 shares of common stock were outstanding
as of December 31, 2004.
In March 2005, the board awarded Michael Caggiano, the CEO of
the Company, 500,000 options to purchase common stock at
$0.04 per share. Mr. Caggiano exercised these options in
April 2005.
In April 2005, Medical Ventures Group, the holder of
1,000,000 shares of Class "A" Convertible Preferred Stock
elected to convert those shares to Common Stock. At the time
of conversion, board director P. James Voloshin held
controlling interest in Medical Ventures Group. Subsequent
to the conversion, Mr. Voloshin sold the shares of Common
Stock to Richard Wm. Talley, a board director of the Company.
In May 2005 the Company awarded several employees of the
Company a total of 50,000 shares of Common stock. As such,
as of May 22, 2005 there were 21,414,268 Shares of Common
Stock at $0.001 par value and no (0) shares of Class "A"
Convertible Preferred Stock issued and outstanding.
On May 23, 2005, the Company's board of directors unanimously
approved a 1 for 10 reverse split of the Company's common
stock. This reverse split went into effect at the beginning
of business on June 7, 2005. This reduced the Company's
outstanding shares of common stock to 2,141,553 shares (all
fraction-per-certificate ownerships are rounded up). There
are no (0) shares of Class "A" Convertible Preferred Stock
issued and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company did not default upon any securities of any kind
during the three-month period that ended on June 30, 2005.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted no matter to a vote of its security
holders during the three-month period ended June 30, 2005.
ITEM 5. OTHER INFORMATION
On May 23, 2005, the Company's board of directors unanimously
approved a 1 for 10 reverse split of the Company's common
stock. This reverse split went into effect at the beginning
of business on June 7, 2005. This action reduced the
Company's outstanding shares to 2,141,553 shares.
We took this action because we are exploring various
opportunities to do a reverse merger with a profitable
operating company. The Board of Directors has determined in
it judgment that this is the best way to enhance shareholder
value. While the Company has not entered into any letters of
intent, it has reviewed several business plans of possible
business combinations with the Company.
Interest payments. For many years the officers of the corporation
Have lent money to the corporation to help it survive. These
loans have been carried on the books as debt to
officers in the financial statements.
Per the by-laws of the company, Board members were not
permitted to compensate themselves without the approval of
the shareholders. Management interpreted this by-law conservatively
and did not account for any interest payment on this
debt until shareholders approved a 5% interest on the debt
at the last shareholder meeting. We calculated the total
interest payment and put it on the books in the first
quarter of 2005. The Company was unable to pay the
interest through cash flow and by the second quarter of
2005, the total interest due was shifted to debt to
officers, hence the drop in interest payments in the second
quarter of 2005.
ITEM 6. EXHIBITS AND REPORTS
No exhibits are filed with this Form 10-QSB. Additional
information may be found in the Annual Report on Form 10K of
the Registrant for the year ended December 31, 1998, 1999,
2000, 2001, 2002, 2003, and 2004. No reports were filed on
Form 8-K during the quarter of the period covered by this
report.
VERIFICATION SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration to be
signed on its behalf by the undersigned, thereunto duly
authorized.
CENTRAL AMERICAN EQUITIES CORP.
BY: Michael N. Caggiano, President/CEO
MICHAEL N. CAGGIANO, President/CEO
CENTRAL AMERICAN EQUITIES CORP.
BY: Richard Wm. Talley, Director
RICHARD WM. TALLEY, DIRECTOR
CENTRAL AMERICAN EQUITIES CORP.
BY: P. James Voloshin, Director
P. James Voloshin, DIRECTOR,
SARBANES-OXLEY ACT Section 302 CERTIFICATIONS
I, Michael Caggiano, President and Chief Executive
Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Central American Equities Corporation;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made,
in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
4. I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures; and
(d) Disclosed in the report any change in the
registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;
5. I have disclosed, based on our most recent
evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing
the equivalent functions):
(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
/s/ Michael N. Caggiano
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Michael N. Caggiano
President and Chief Executive Officer
August 11, 2005
SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS
I Michael N. Caggiano, President and Chief Executive
Officer of Central American Equities Corporation, hereby
certify that:
1. The annual report of the registrant on Form 10-Q for
the quarter ended March 31, 2005 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in the annual report fairly
presents, in all material respects, the financial
condition and results of operations of the registrant as
of the dates and for the periods expressed in the
quarterly report.
/s/ Michael N. Caggiano
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Name: Michael N. Caggiano
Title: President and Chief Executive Officer
Date: August 11, 2005