SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period ended: June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-33437
Ashcroft Homes Corporation
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(Exact name of small business issuer as specified in its charter)
Colorado 31-1664473
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6312 South Fiddlers Green Circle, Suite 500-N, Englewood, Colorado 80111
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(Address of principal executive offices)
(303) 799-6194
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(Issuer's telephone number)
56 Inverness Drive East, Suite 105, Englewood, Colorado 80112
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.
Yes [X] No [ ]
As of September 15, 2003, 16,797,980 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
ASHCROFT HOMES CORPORATION
Index
Page
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Part I - FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheet (unaudited) at June 30, 2003 1
Statements of Operations (unaudited, combined and
consolidated) for the three and six months
ended June 30, 2003 and 2002 3
Statements of Cash Flows (unaudited and combined)
for the six months ended June 30, 2003 and 2002 4
Notes to unaudited, combined and consolidated
Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of Operation 13
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities 21
Item 5. Other information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 24
CERTIFICATIONS 25
i
ASHCROFT HOMES CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
June 30, 2003
------------------
(Unaudited)
Cash $ 41,815
Accounts receivable 19,910
Accounts receivable- related parties 207,998
Income taxes receivable 132,448
House inventory 12,231,771
Land inventory 18,647,923
Deposits 800,962
Prepaid expenses 417,535
Notes receivable 45,000
Property and equipment, net 196,191
Other assets 258,800
Goodwill, net 232,974
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$ 33,233,327
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SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
1
ASHCROFT HOMES CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
June 30, 2003
-------------------
(Unaudited)
Notes payable $ 27,320,549
Due to related parties 1,859,635
Leases payable 75,676
Accounts payable and accrued
expenses 5,998,163
Customer deposits - refundable
and non-refundable 447,617
Accrued interest - related parties 280,646
Deferred income 352,798
-------------------
Total Liabilities 36,335,084
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS (669,991)
STOCKHOLDERS' EQUITY (DEFICIT)
Series A preferred stock 5,400,000
Common stock 957,053
Subscription receivable (85,000)
Additional paid in capital 240,756
Accumulated deficit (8,944,575)
-------------------
Total Stockholders' Equity (Deficit) (2,431,766)
-------------------
$ 33,233,327
===================
SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
2
ASHCROFT HOMES CORPORATION
STATEMENTS OF OPERATIONS
Consolidated Combined Combined Combined
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
-------------- -------------- ------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
SALES $ 4,676,398 $ 13,020,413 $ 8,830,434 $ 19,731,321
COSTS OF SALES 4,768,111 13,294,011 8,928,486 19,237,871
-------------- -------------- ------------- --------------
GROSS PROFIT (91,713) (273,598) (98,052) 493,450
-------------- -------------- ------------- --------------
EXPENSES:
Selling, general and administrative 1,926,300 503,409 2,825,209 986,697
Interest 357,996 12,680 476,751 65,429
-------------- -------------- ------------- --------------
Total Expenses 2,284,296 516,089 3,301,960 1,052,126
-------------- -------------- ------------- --------------
OPERATING (LOSS) (2,376,009) (789,687) (3,400,012) (558,676)
OTHER INCOME (EXPENSE):
Interest income 322 - 16,653 846
Other income (expense) (272,470) (45,840) (297,499) (43,092)
-------------- -------------- ------------- --------------
Total Other Income (Expense) (272,148) (45,840) (280,846) (42,246)
-------------- -------------- ------------- --------------
NET (LOSS) BEFORE MINORITY
INTEREST AND INCOME TAXES (2,648,157) (835,527) (3,680,858) (600,922)
MINORITY INTEREST 27,297 (192,071) 59,705 (180,619)
-------------- -------------- ------------- --------------
NET (LOSS) $ (2,675,454) $ (643,456) $ (3,740,563) $ (420,303)
==========================================================
SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
3
ASHCROFT HOMES CORPORATION
COMBINED STATEMENTS OF CASH FLOWS
For the Six For the Six
Months Ended Months Ended
June 30, 2003 June 30, 2002
-------------- --------------
(Unaudited) (Unaudited)
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss) from operations before minority
interest $ (3,680,858) $ (600,922)
Adjustments to reconcile net (loss) to net
cash from operating activities:
Depreciation and amortization 84,552 120,906
Stock issued for forgiveness of interest 30,400 -
Changes in assets and liabilities:
Accounts receivable 497,120 (34,143)
Receivables from related parties 216,728 78,111
House inventories (151,591) 3,658,331
Land inventories 891,969 2,663,903
Deposits 4,831 (508,792)
Prepaid expenses 22,425 303,707
Other assets 365,395 (54,960)
Accounts payable and accrued 1,748,201 (704,997)
Customer deposits (142,740) 305,335
Deferred income (47,534) (10,000)
Accrued expenses, related parties 35,334 (3,157)
Accrued warranty costs (160,031) (554,210)
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Net Cash Provided by (Used In)
Operating Activites (285,799) 4,659,112
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CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Notes receivable 40,000 (44,260)
Purchase of equipment - -
--------- ---------
Net Cash Provided by (Used In) Investing
Activities 40,000 (44,260)
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CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Repayment of leases (18,004) (13,801)
Proceeds from notes payable 10,247,638 11,967,162
Repayment of notes payable (11,273,498) (16,351,838)
Proceeds from loans payable, related parties 1,509,841 838,689
Repayment of loans payable, related parties (884,979) (1,350,857)
Distributions to stockholders - (93,366)
Contributions of equity to LLC - 27,152
Sale of common stock 190,000 5,000
Distributions to minority interest member - (5,926)
--------- ---------
Net Cash (Used In) Financing Activities (229,002) (4,977,785)
--------- ---------
(DECREASE) IN CASH (474,801) (362,933)
Cash and Cash Equivalents at Beginning of
Period 516,616 515,026
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Cash and Cash Equivalents at End of Period $ 41,815 $ 152,093
========= ==========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ 222,799 81,704
========= ==========
Taxes $ - $ -
========= ==========
SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
4
ASHCROFT HOMES CORPORATION
NOTES TO UNAUDITED, COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited combined and consolidated financial statements
include the accounts of Ashcroft Homes Corporation and its subsidiaries (the
"Company"). The combined and consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information and in accordance
with the instructions for Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, the unaudited interim consolidated financial
statements for the three months ended June 30, 2003 and the unaudited interim
combined financial statements for the six months ended June 30, 2003 are
presented on a basis consistent with the audited financial statements and
reflect all adjustments, consisting only of normal recurring accruals, necessary
for fair presentation of the results of such periods. The results for the six
months ended June 30, 2003 are not necessarily indicative of the results of
operations for the full year. These unaudited combined and consolidated
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Form 8-K dated April 3,
2003.
Certain amounts in the prior period's financial statements have been
reclassified for comparative purposes to conform to the current period
presentation.
NOTE 2 - NOTES PAYABLE
Notes payable consists of the following at June 30, 2003:
Various notes with several individuals and other lending entities
for lot purchases and construction of homes with interest
rates ranging from 7% to 25%; principal payments ranging
from $3,000 monthly to lump sum payments due at maturity
dates which range from December 15, 2000 to December 31,
2003; majority of these notes are secured by Deeds of Trust. $ 1,909,279
Various notes with several lenders for lot purchases and
construction of homes with interest rates ranging from 3.75%
to 12.5% per annum; interest due monthly, principal due at
various dates within the next twelve months; majority of
these notes are secured by the related homes that are being
built or lots that are being purchased. 25,379,462
Various notes with several vendors for accounts payable converted
to notes with interest rates ranging from 0% to 10.5% per annum. 31,808
------------------
27,320,549
Less current portion 27,320,549
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$ -
==================
5
Substantially all of the above notes are guaranteed by the Company's CEO and
other members of management.
Several of the notes payable have become due and the Company is in the process
of renegotiating the terms of the notes.
In July 2003 an individual note holder formally made notice to the Company for
repayment of an outstanding loan and accrued interest totaling $329,057 owed by
the Company. The Company entered into a reaffirmation agreement with this
individual note holder to pay $121,200 as defined in the agreement by June 1,
2004 and issue 270,000 restricted shares of the Company's common stock. The note
holder has the option to keep the shares or have the Company purchase all or
part of the 270,000 shares at $1 per share on August 15, 2004.
NOTE 3 - DUE TO RELATED PARTIES
Related party debt consists of the following at June 30, 2003:
Note due to related party for $151,000; interest at 30% per annum, principal and
interest due as Company closes on construction loans for specific lots in
the Arapahoe Farms development, with remaining balance due October 10, 2001;
unsecured. $ 31,000
Note Payable to related party for $1,570,000; interest at 2% plus prime rate
plus additional interest; due June 6, 2003; secured by Deed of Trust,
security agreement and fixture filing executed with the note. 378,123
Note payable to related party for $200,000; interest at 25% per annum plus the
greater of $20,000 or an amount equal to 5% of net profits (as defined) on
the sale of lots in the Water Valley sub-division; due December 20, 2001. 220,000
Note payable to related party for $180,427; interest at 12.5% per annum. 180,427
Note payable to related party for $300,000; interest at 3.5% per month,
compounded monthly; due September 24, 2003. 300,000
Note payable to related party for $300,000; interest at 3.5% per month; due
December 13, 2003; secured by certain Deeds of Trust (as defined in the Loan
Agreement). 300,000
Advances from related parties, non-interest bearing, due on demand. 450,079
------------
1,859,635
Less current portion 1,859,635
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$ -
============
Several of the notes payable/advances have become due and the Company is in the
process of renegotiating the terms of the notes.
6
NOTE 4 - STOCKHOLDERS' EQUITY
In April 2003 two members of management purchased 600,000 shares of the
Company's common stock for $50,000. In July 2003 mutual separation agreements
were entered into between these two individuals and the Company. The Company has
agreed to pay salaries and other benefits through September 15, 2003 to one
individual and through September 30, 2003 for the other and repurchase the
600,000 shares of the Company's common stock for $50,000 in the third quarter.
During the three months ended June 30, 2003 the Company sold 125,000 shares of
its common stock for $125,000 to various individuals in connection with private
placements.
In April 2003 the Company issued 121,600 shares of its common stock valued at
$30,400 for interest due on a note that matured upon the closing of a certain
home and release of additional collateral.
Subscription Receivable
- -----------------------
In February 2003 the Company issued 587,633 shares of its common stock for
$15,000 cash and a stock subscription receivable for $85,000. The Company
anticipates collection of the stock subscription receivable before year-end.
NOTE 5 - ACQUISITION
Exchange
- --------
Effective April 3, 2003, Ashcroft Homes Corporation, formerly known as
OneDentist Resources, Inc. ("ODRE"), acquired all of the outstanding stock and
membership interests of the Company. The consideration issued by the ODRE in
connection with the exchange was 12,954,060 shares of its no par value common
stock and 1,350,000 shares of its Series A Convertible Preferred Stock
("Preferred Stock"). Simultaneously with closing of the transaction (the
"Exchange"), the former sole executive officer and director of ODRE, resigned
and was replaced as Chief Executive Officer and Director, by the chief executive
of most of the Ashcroft Subsidiaries. As a result of the issuance of stock in
the Exchange, as well as the change in the Board of Directors, the Company
experienced a change in control. The acquisition has been treated as a reverse
acquisition and a recapitalization of Ashcroft Homes Corp. for accounting and
financial statement reporting purposes.
Certain former shareholders or equity owners of the Company became the largest
shareholders of the Company following closing of the Exchange. The Chief
Executive Officer and his wife beneficially own 6,488,601 shares of common stock
and 1,350,000 shares of Preferred Stock, representing a total of 49.32% of the
outstanding common stock immediately after the Exchange if the Preferred Stock
were converted. They also own 100% of the Preferred Stock, entitling them to
five votes for each share outstanding. Accordingly, they owned a total of 62.17%
of the outstanding voting stock of the Company after the Exchange.
The President of Stonegate Capital Corporation (an Ashcroft Subsidiary) is now
the President of the Company and owned 1,197,707 shares, or 8.24% of the common
stock. The secretary/treasurer of Stonegate is now the Secretary and Controller
of the Company and also owned 1,197,707 shares of the common stock. A former
member of one of the Ashcroft Subsidiaries owns 750,000 shares of common stock,
or greater than 5% of the common stock outstanding. Each of these individuals
executed an employment contract with the Company.
7
The consideration received by the Company in exchange for issuance of shares at
the closing was the common stock or membership interests of the various Ashcroft
Subsidiaries surrendered by former owners at the closing. Indirectly, the
Company acquired all of the assets of those entities. The former shareholders or
members of the corporate and limited liability company subsidiaries surrendered
all of their ownership interests in the Ashcroft Subsidiaries for issuance of
Company shares.
Entities Acquired
- -----------------
In connection with the Exchange, the Company indirectly acquired all of the
assets and liabilities of the Ashcroft Subsidiaries, consisting generally of
developed residential home lots, an inventory of homes in process, finished
homes for sale and a library of home construction plans, and the accounts
payable, loans and other liabilities. The following represents a complete list
of the subsidiaries acquired by the Company, and the business engaged by each
immediately prior to the Exchange:
o Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.) - designs
and constructs single family and low-density, multi-family housing along the
front range of Colorado, from Colorado Springs to Fort Collins.
o Absolute Construction Services, LLC - provides construction management
services to independent third parties.
o Peregrine Sanctuary, LLC - develops building lots in a single subdivision in
Colorado Springs, Colorado.
o Stonegate Capital Corporation - owns and manages a portfolio of construction
loans secured by interests in real estate located in Colorado. The company is
marketing the real estate securing the loans.
o Tesoro Homes @ Tallyn's Reach, LLC - constructs a wide variety of homes in and
around Denver, Colorado.
o West Gold Holdings, Inc. - a developer of residential lots for the Ashcroft
Subsidiaries and some independent third parties.
Issuance of Preferred Stock
- ---------------------------
In conjunction with the Exchange, the Company issued a new series of Preferred
Stock to individuals. The Series A Convertible Preferred Stock was issued for a
price of $4 per share, resulting in a total issue price of $5,400,000 for the
1,350,000 shares issued at the closing.
The Company issued 1,350,000 shares of 7% Series A preferred stock convertible
at $4 per share to an equal number of shares of common stock. The holders of the
preferred stock converted $370,227 of net debt to equity. The Company has
accrued $94,500 as accrued interest during the three months ended June 30, 2003.
Holders of the Preferred Stock are entitled to receive a cumulative dividend of
seven percent (7%) per annum, payable quarterly in arrears beginning June 30,
2003 and continuing until the Preferred Stock is redeemed or converted. In the
event that the dividends are not paid in any period, those dividends accumulate
and must be paid prior to dividends on the common stock or any other class of
stock junior to the Preferred Stock.
8
The Preferred Stock is convertible into the Company's common stock on a
one-for-one basis beginning six months from the date of closing, subject to
adjustment. The conversion rate may be adjusted in the event of stock dividends,
stock splits, certain reorganizations and, subject to certain limited
exceptions, the issuance of common stock or other securities convertible into
common stock at a price less than $1 per share.
Holders of the Preferred Stock are entitled to a preference in the event the
Company is liquidated on a voluntary or involuntary basis. In that event,
holders of the Preferred Stock will receive a preferential distribution to
holders of the common stock and any other junior securities in an amount equal
to the issue price, plus any accrued but unpaid dividends. Following payment of
any preferential distributions upon liquidation, holders of the Preferred Stock
are not entitled to share in any further distributions.
The Company may redeem the Preferred Stock by giving the holders not less than
20 days advance written notice and by paying the issue price plus any accrued
but unpaid dividends. The holders of the Preferred Stock are entitled to convert
the stock into common stock during the period of any notice of redemption.
Finally, holders of the Preferred Stock are entitled to vote with holders of the
common stock at the rate of five votes for each share of preferred owned by
them. Accordingly, the 1,350,000 shares issued in connection with the Exchange
are entitled to 6,750,000 votes on any matters submitted to the shareholders for
consideration.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
In April 2003 the Company entered into an agreement for business advisory
services for a term of one year and is required to pay $7,500 per month.
In July 2003 the Company entered into an investment agreement for a term of one
year to sell preferred equity securities of the Company having an aggregate
purchase price of $10,000,000 (the "Offering"). The Company is required to pay
$60,000 as a retainer by September 30, 2003 and shall pay advisory/finders fees
equal to 10%, 8% and 6% of the aggregate gross proceeds of the Offering in cash
or securities for the first $2 million raised, second $2 million raised, and any
additional funds raised, respectively. The Company shall also issue warrants to
purchase that number of securities equal to 8% of the securities sold in the
Offering, exercisable for five years at a per share exercise price equal to the
price paid per share by the purchasers of the securities.
NOTE 7 - SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination
- -------------------------
The combined and consolidated financial statements include the accounts of the
following entities, collectively referred to as "The Company" or "Ashcroft",
which are affiliated by virtue of their inclusion in the acquisition by
OneDentist Resources, Inc. ("ODRE") on April 3, 2003. All significant
intercompany transactions have been eliminated.
Ashcroft Homes, Inc. Corporation
West Gold Holdings, Inc. S-Corporation
Stonegate Capital Corporation Corporation
Absolute Construction, LLC LLC
Tesoro Homes @ Tallyn's Reach, LLC LLC
Peregrine Sanctuary, LLC LLC
9
Upon completion of the acquisition, ODRE changed its name to Ashcroft Homes
Corporation, and the entities listed became wholly owned subsidiaries of
Ashcroft (the "Ashcroft Subsidiaries").
Nature of Operations
- --------------------
The Company designs, builds and sells single-family homes in Colorado,
principally in the Denver, Colorado Springs and Fort Collins metropolitan areas.
The Company is also engaged in residential land development throughout Colorado.
The Company currently offers its homes, designed principally for the "move-up"
and relocation markets, under the "Ashcroft Homes" and "Tesoro Homes" brand
names. Typically, Ashcroft Homes range in size from 1,800 square feet to over
4,500 square feet and range in price from $300,000 to $600,000, with an average
sales price of $475,000. Tesoro custom homes range in size from 2,800 square
feet to over 4,000 square feet and range in price from $480,000 to $700,000,
with an average sales price of $550,000.
Investment in Limited Liability Companies and Limited Partnership
- -----------------------------------------------------------------
The Company accounts for its investments in limited liability companies ("LLCs")
and limited partnership ("LP") under the consolidation method. The Company is
the manager of each of the entities and exerts control over the entities.
Additionally, certain members of the Company's management and Board of Directors
are members in the LLCs and LP.
Status as of
Ownership % June 30, 2003
----------- -------------
Anthem Ashcroft Home Builders, LCC 50.0% Active
Brookwood, LLC 33.4% Active
WGB Management, LLC 50.0% Active
WECC, LLC 25.0% Inactive
WGB Fairway Ten Partners, LP *50.0% Inactive
Caste Club, LLC 37.5% Inactive
*50.0% owned by WGB Management, LLC
Presentation
- ------------
The Company's homebuilding operations conducted across several metropolitan
areas of the state of Colorado have similar characteristics; therefore, they
have been aggregated into one reportable segment--the homebuilding segment.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.
Real Estate Inventories
- -----------------------
Real estate inventories are reported at cost net of impairment losses, if any.
Real estate inventories consist primarily of raw land, lots under development,
homes under construction and completed homes of real estate projects. All direct
and indirect land costs, offsite and onsite improvements and applicable interest
and other carrying charges are capitalized to real estate projects during
periods when the project is under development. Land, offsite costs and all other
common costs are allocated to land parcels benefited based upon relative fair
10
values before construction. Onsite construction costs and related carrying
charges (principally interest and property taxes) are allocated to the
individual homes within a phase based upon the relative sales value of the
homes. The Company relieves its accumulated real estate inventories through cost
of sales for the cost of homes sold. Selling expenses and other marketing costs
are expensed in the period incurred. A provision for warranty costs relating to
the Company's limited warranty plans are included in cost of sales at the time
the sale of a home is recorded. The Company generally reserves .5 percent of the
sales price of its homes for warranty costs. The warranty cost accrued is
amortized over 12 months against the warranty costs incurred.
Property and Equipment
- ----------------------
Property and equipment is recorded at cost. Depreciation expense is provided on
a straight-line basis using the estimated useful lives of 3-7 years. Maintenance
and repairs are charged to expense as incurred. When assets are retired or
otherwise disposed of, the property accounts are relieved of costs and
accumulated depreciation and any resulting gain or loss is credited or charged
to operations. Depreciation expense was $73,804 and $109,593 for the six months
ended June 30, 2003 and 2002, respectively.
Impairment Of Long Lived Assets
- -------------------------------
Housing projects and unimproved land held for future development (components of
inventory) and property and equipment are reviewed for recoverability whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets is measured by comparing the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If these assets are considered to be impaired, the
impairment loss to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.
Deposits on Option Agreements
- -----------------------------
During July 1999 the Company entered into an agreement to purchase developed
lots in a residential community and made option payments of $1,000 each for 84
lots. The Company purchased 35 lots in 2002 and the deposits were applied toward
the purchase price of the lot. The remaining 49 lots will not be purchased and
the Company forfeited the deposits.
Advertising and Promotion Costs
- -------------------------------
Advertising and promotion costs are charged to expense during the period
incurred. Advertising and promotion expense totaled $50,299 and $76,287 for the
six months ended June 30, 2003 and 2002, respectively.
Goodwill
- --------
Goodwill, which arose from 1999 and 1998 acquisitions of the Company's Fort
Collins and Colorado Springs operations, was capitalized and is being amortized
over 15 years. Amortization expense was $10,748 and $11,313 for the six months
ended June 30, 2003 and 2002, respectively.
Income Recognition And Classification Of Costs
- ----------------------------------------------
Income from the sale of residential units or land parcels is recognized when
closings have occurred and the risk of ownership is transferred to the buyer.
Sales commissions are included in selling, general and administrative expense.
Customer earnest money and change order deposits are recorded as liabilities.
During construction, all direct material and labor costs and those indirect
costs related to acquisition and construction are capitalized. Capitalized costs
are charged to earnings upon closing. Costs incurred in connection with
completed homes and selling, general and administrative costs are charged to
expense as incurred. Provision for estimated losses on uncompleted contracts, if
11
necessary, is made in the period in which such losses are determined. Revenues
from construction management fees are recognized upon the sale of completed
homes.
Stock-Based Compensation
- ------------------------
The Company has elected to follow the intrinsic value method to account for
compensation expense related to the award of stock options and to furnish the
pro forma disclosures required under SFAS No. 123, "Accounting for Stock-Based
Compensation." Since the stock option awards are granted at prices no less than
the fair-market value of the shares at the date of grant, no compensation
expense is recognized for these awards. As of June 30, 2003 the Company has not
granted any options.
Use Of Estimates
- ----------------
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 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. Actual results could differ from those estimates.
Income Taxes
- ------------
The Company accounts for income taxes under the asset and liability method for
its corporations. Under this method, deferred income taxes are recorded to
reflect the tax consequences in future years of temporary differences between
the tax basis of assets and liabilities and their financial statement amounts at
the end of each reporting period. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense represents the tax payable for the current period and the
change during the period in deferred tax assets and liabilities. Deferred tax
assets and liabilities have been netted to reflect the tax impact of temporary
differences.
The combined and consolidated financial statements do not include a provision
for income taxes for the S-Corporation or the LLCs because the S-Corporation and
LLCs do not incur federal or state income taxes. Instead, earnings and losses
are included in the stockholders' or members' personal income tax returns and
are taxed based on their personal tax strategies.
Concentrations of Risk
- ----------------------
The Company's financial instruments that are exposed to concentrations of credit
risk consist of cash, including money market accounts, and receivables. The
Company invests its cash in banks with high credit ratings; however, certain
account balances during the periods have been maintained at levels in excess of
federally insured limits. The Company's receivables are primarily due from
shareholders and affiliated entities and from amounts not received from title
companies related to sales occurring prior to period end. As a consequence, the
Company's management believes that concentrations of credit risk are limited and
the Company has not experienced a loss in such accounts.
Fair Value of Financial Instruments
- -----------------------------------
The carrying value of cash, accounts receivable, notes payable, accounts
payable, and accrued expenses approximate fair value because of the short
maturity of these items. The carrying value of non-current liabilities
approximates fair value based on references to interest rates on similar
instruments.
12
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
Introduction
The following discussion and analysis covers the financial condition of
Ashcroft Homes Corporation and its subsidiaries ("we" or the "Company") at June
30, 2003, changes in our financial condition since fiscal year end December 31,
2002, and a comparison of our results of operations for the three and six months
ended June 30, 2003 to the same periods of the prior fiscal year. This
information should be read in conjunction with the other financial information
and reports filed with the Securities and Exchange Commission ("SEC"),
especially our Current Report on Form 8-K dated April 3, 2003, together with all
amendments to that report.
Our primary business is owning and managing subsidiary companies that build
and sell homes under the Ashcroft or Tesoro Homes brand name. We also purchase
land and develop the land for construction of our homes and for sale to
unrelated third parties. The Company also employs sales personnel to sell
residential and developed lots. Unless otherwise noted, all references to us or
the Company include our subsidiaries unless we state otherwise.
Our operations are conducted exclusively along the front range of the State
of Colorado. While our operations are conducted across several metropolitan
areas, we believe that they have similar characteristics. Therefore, all of our
operations have been included in one reportable segment, the homebuilding
industry.
Effective April 3, 2003, we acquired all of the outstanding stock and
membership interests of several related entities engaged in the homebuilding
industry. Since the number of shares of stock issued to the former owners of
those entities exceeded the stock outstanding prior to the exchange, the
acquisition was treated as a reverse acquisition and a recapitalization for
accounting and financial statement reporting purposes. This means that the
financial statements of the acquired entities survive as the basis for our
financial statements. Following that transaction, we changed our name to
Ashcroft Homes Corporation and operate in the homebuilding industry.
Results of Operation
For the three and six months ended June 30, 2003, we lost $2,675,454 and
$3,740,563, respectively. Our net loss increased 315% and 790%, respectively,
from the comparable periods of the prior fiscal year.
Revenue. Our revenue during 2003 declined substantially from the three and
six months ended June 30, 2002, falling 64% for the three months ended June 30,
2003 compared to the comparable period of 2002 and 55% for the first six months
of this year compared to the comparable period of last year. We attribute this
decline to several factors:
o Presales and purchases of speculative homes declined significantly in
the current year due to concerns about the economy and the war with
Iraq and the general threat of terrorism;
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o We started fewer speculative homes in the second half of 2002, due to
uncertainty in the economy;
o We closed out several subdivisions which were active during 2002 and
did not commence sales of homes in our new subdivisions to replace
those sales during 2003 due to the uncertainty of the economy;
o Prospective purchasers delayed or cancelled their decision to purchase
new homes due to the drought which Colorado experienced during 2002,
including concerns for forest fires burning in the mountains
immediately west of several of our subdivisions; and
o Price pressure from speculative homes started in 2002 but sold during
the period through June 30, 2003.
We believe the state of economy, both nationally and in Colorado where our
operations are located, significantly affected our sales during the first half
of 2003. While interest rates were at a historic low during that time, many
homebuyers were effected by lay-offs or otherwise concerned with their future
economic position. As a result, sales of both pre-sold and speculative homes
were reduced during the first six months of this year. Also, we reduced starts
of speculative homes during the latter part of 2002 as a result of concerns
about the economy.
We believe our operations were affected disproportionately compared to
other publicly traded builders due to concerns about the economy and the war.
Our homes are designed to appeal to relocation, move-up and empty-nester buyers.
Since we do not generally offer starter homes, we believe our operations were
affected more adversely than those of other builders which might offer start-up
or entry-level homes.
We believe, based on the number of homes presently under contract, as well
as consumer sentiment about the economy, that our sales will improve during the
latter half of 2003. Our housing starts are up from the last half of 2002. We
currently have approximately 75 homes under construction, 40 of which are
pre-sold and 35 are speculative starts. Some of these homes will close during
2004. However, we believe that this ratio of pre-sold to speculative starts is
consistent with our business objectives and existing capital resources. The
average price of our homes sold during the first half of 2003 was $475,000,
consistent with our experience during 2002.
We are currently constructing homes in 13 subdivisions and have an
additional 4 subdivisions currently under development. In addition to sales of
residential units, our operations include development of residential lots for
construction. We recently sold 20 of these partially developed lots south of
Colorado Springs, the results of which will supplement our revenue during the
latter half of 2003. We have also contracted to sell our interest in one
subdivision in northern Colorado which should serve to reduce our debt and
provide additional capital.
14
Gross Margins and Cost of Sales. We define gross margin to mean home sales
revenue less cost of goods sold (which primarily includes land and construction
costs, capitalized interest, financing costs and a reserve for warranty expense)
as a percent of homes sales revenue. We reported negative gross margin for the
three and six months ended June 30, 2003. Gross margin for the six months ended
June 30, 2002 was 2%. This compares to historical averages of 7% for the year
ended December 31, 2001 and 10% for the year ended December 31, 2000.
We believe the decline in our gross margins during the three and six months
ended June 30, 2003 is attributable to many factors, including:
o Higher interest carrying costs, resulting from the longer sales cycle
of some speculative starts commenced in 2001 and 2002;
o Higher subcontractor costs during 2002, prior to subcontractors
realizing the effects of the economic slow-down; and
o Price pressure on sales of speculative homes commenced during 2001 and
continuing through 2003 resulting in a reduction in retail sales
pricing vs. prior periods.
Due to the greater number of pre-sold homes started during 2003, we expect that
our gross margins will improve during the balance of 2003 and the first half of
2004. Such pre-sold homes will reduce interest carrying costs and pressure to
reduce prices which might otherwise exist. We also believe that subcontractor
and material costs have stabilized or increased at a slower rate during 2003
compared to 2002 and prior years.
Selling, General and Administrative Expenses. General and administrative
expenses increased substantially during 2003 compared to the comparable periods
of 2002. These expenses increased 282% and 186% for the three and six months
ended June 30, 2003 compared to the first quarter and first half of 2002,
respectively. A significant portion of this increase is associated with our
becoming a publicly traded company during 2003. Salaries and payroll expenses
increased significantly, as we added additional management personnel to support
our planned growth. We also added additional staff in our accounting department
to support our reporting obligations as a publicly traded company.
Legal and accounting fees also increased significantly as a result of the
acquisition completed in April 2003 and the accompanying reporting obligations.
We completed the first audit of our historical financial statements, which added
significantly to our accounting expenses. Insurance, including director and
officer liability, health and general liability, also increased significantly.
Finally, consulting fees increased, as we contracted with investment bankers and
other entities to assist in reviewing and managing our capital structure.
Land Inventory. Land inventory is extremely important to our operations, as
it provides future sites for construction for our residential units. At June 30,
2003, we believe we enjoyed a favorable land position. We currently own or have
under option approximately 425 developed and undeveloped lots.
15
Land inventory remained generally constant from fiscal year end 2002 to
June 30, 2003. Land which was sold as part of residential units and partially
developed land was substantially replaced by additional purchases during the
first half of 2003. We have also contracted to purchase additional developed
lots in an effort to maintain our favorable inventory position.
Interest Expense. Interest expense increased substantially from 2002 to
2003. The increase of 272% and 628% from the three and six months ended June 30,
2002 to June 30, 2003, results primarily from additional borrowing and higher
rates associated with our capital position during 2003. See, Liquidity and
Capital Resources below.
Other Expense. Our other expenses also increased substantially from 2002 to
2003. A majority of these expenses are associated with a failed acquisition by
our subsidiary, Stonegate Capital Corporation. The operations of that entity
contributed approximately $840,000 to our loss for the first six months of this
year. As we intend to discontinue the operations of that subsidiary, we do not
believe that portion of our loss will be repeated.
Liquidity and Capital Resources
We use our liquidity and capital resources to (i) support our operations,
including our land and homebuilding inventory; and (ii) provide working capital.
Liquidity and capital resources are generated internally from operations and
from external sources. At June 30, 2003, we suffered from a lack of liquidity
and capital resources. Our operations during the six months ended June 30, 2003
did not provide sufficient cash flow and we were unable to obtain sufficient
cash from outside sources.
During the second quarter of 2003, and continuing into the third quarter,
we suffered from a substantial shortage of liquidity. As a result, we defaulted
on certain subordinated debt and obligations to our vendors. These defaults, in
turn, lead to the filing of certain lawsuits against us. Based on the amount of
the arrearage, we do not believe these defaults or the accompanying lawsuits are
material to continued existence in the short term. However, we are dependent on
improved operations and receipt of capital from outside sources to continue our
operations in the long term.
Capital Resources. Our capital structure is a combination of (i) permanent
financing, represented by stockholders' equity; (ii) construction loans; and
(iii) current financing, represented by our general line of credit. Based upon
our current capital resources and additional capacity under our existing credit
agreements, we believe we require additional capital resources. We also believe
our capital resources are imbalanced, meaning we have too much debt and not
enough permanent financing in the form or equity.
At June 30, 2003, we reported a deficit in shareholders' equity of
$2,431,766. The Company hopes to raise equity capital in the near term in
efforts to align equity and debt ratios consistent with our industry and improve
our liquidity and capital position. One objective in becoming public was to
obtain access to additional equity capital. We are currently negotiating with
several sources, including investment bankers and private individuals, to
16
provide additional equity. While we believe one or more of these sources will
provide some needed equity, there are no commitments in place and no assurance
that such financing will be successful.
Our debt financing includes a combination of conventional, market rate
interest loans secured by senior positions on our real estate, together with
subordinated debt at significantly higher interest rates. As our operations
improve, we hope to refinance the subordinated debt to provide more favorable
terms. However, as of the date of this report, we have no commitments for such
refinancing.
Our existing construction lines of credit are used to draw funds for
construction of new homes. The amount of allowable borrowing is based on several
factors, including pre-sold homes, speculative homes, cost basis and equity
basis. Based upon our current financial condition and recent results of
operations, we are uncertain whether our construction line will be extended. We
also have a small, unsecured line of credit in the amount of $200,000 which we
hope to increase when our financial condition improves. We utilize this
arrangement for working capital.
Cash Flow. During the six months ended June 30, 2003, we used $475,000 in
cash. The use of cash from our net loss was reduced significantly by (i) an
increase in accounts payable of $1,748,000 during the first half of 2003; (ii)
decreases in receivables of $497,000; (iii) decrease in receivables from related
party of $217,000; and (iv) a decrease in land inventories of $892,000.
Financing activities also used $229,000 of cash during the first half, as we
repaid more notes than we borrowed. We hope to improve our cash flow in the
future as our revenue increases and results of operation improve.
During the six months ended June 30, 2002, we used $362,933 of cash,
substantially the same as the first six months of 2003. However, in the first
six months of 2002, our operations generated a substantial amount of cash which
was used to pay down our debt. Cash of $4,659,112 generated from operations
during the first six months of 2002 was used to pay down notes in the net amount
of $4,977,785. The cash generated from operations, in turn, was primarily the
result of a decrease in inventory. We reported a net loss of $601,000 during the
first six months of 2002.
Impact of Inflation, Changing Prices and Economic Condition.
Real estate and residential housing prices are affected by inflation, which
can cause increases in the price of land, raw materials and subcontracted labor.
Unless these increased costs are recovered through higher sales prices, gross
margins would decrease. If interest rates increase, construction and financing
costs, as well as the cost of borrowings, also would increase, which can result
in lower gross margins. Increases in home mortgage interest rates may also make
it more difficult for the Company's customers to qualify for home mortgage
loans, potentially decreasing homes sales revenue.
17
The volatility of interest rates could adversely effect our future
operations and liquidity. An increase in interest rates may affect adversely the
demand for housing and the availability of mortgage financing and may reduce the
credit facilities offered to us by banks, investment bankers and mortgage
bankers. See "Forward-Looking Statements" below.
Our business also is affected significantly by general economic conditions
and, particularly, the demand for new homes in the markets in which we build.
Critical Accounting Policies
The 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
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. Due to uncertainties in the estimation process, it is at least
reasonably possible that actual results could differ from those estimates. The
company has determined that its critical accounting policies, or those policies
that require significant use of judgment and estimates in their application, are
those related to (1) homebuilding inventory valuation; (2) estimates to complete
land development and home construction; (3) warranty costs; and (4) litigation
reserves.
Real Estate Inventories - Real estate inventories are reported at cost net
of impairment losses, if any. Real estate inventories consist primarily of raw
land, lots under development, homes under construction and completed homes of
real estate projects. All direct and indirect land costs, offsite and onsite
improvements and applicable interest and other carrying charges are capitalized
to real estate projects during periods when the project is under development.
Land, offsite costs and all other common costs are allocated to land parcels
benefited based upon relative fair values before construction. Onsite
construction costs and related carrying charges (principally interest and
property taxes) are allocated to the individual homes within a phase based upon
the relative sales value of the homes. The Company relieves its accumulated real
estate inventories through cost of sales for the cost of homes sold. Selling
expenses and other marketing costs are expensed in the period incurred.
Estimates to Complete Land Development and Home Construction - Home sales
revenue is recognized when a home is closed. In order to properly match revenues
with expenses, an estimation must be made by the Company as to certain
construction and land development costs incurred but not yet paid at the time of
closing. Estimated costs to complete a home are determined for each closed home
based upon historical data with respect to similar product types and
geographical areas.
A provision for warranty costs relating to the Company's limited warranty
plans is included in cost of sales at the time the sale of a home is recorded.
The Company generally reserves one half percent of the sales price of its homes
for warranty costs. The warranty cost accrued is amortized over 12 months
against the warranty costs incurred.
18
Litigation Reserves - The Company and certain of its subsidiaries have been
named as defendants in various cases arising in the normal course of business.
The Company has accounted for these associated liabilities, and Company
management anticipates those costs to be consistent with future exposure.
Presentation - The Company's homebuilding operations conducted across
several metropolitan areas of the state of Colorado have similar
characteristics; therefore, they have been aggregated into one reportable
segment--the homebuilding segment.
Income Recognition and Classification of Costs - Income from the sale of
residential units or land parcels is recognized when closings have occurred and
the risk of ownership is transferred to the buyer. Sales commissions are
included in selling, general and administrative expense.
Deposits - Customer earnest money and change order deposits are recorded as
liabilities. During construction, all direct material and labor costs and those
indirect costs related to acquisition and construction are capitalized.
Capitalized costs are charged to earnings upon closing. Costs incurred in
connection with completed homes and selling, general and administrative costs
are charged to expense as incurred. Provision for estimated losses on
uncompleted contracts, if necessary, is made in the period in which such losses
are determined. Revenues from construction management fees are recognized upon
the sale of completed homes.
Recently Issued Accounting Pronouncements
In April 2003 the FASB issued SFAS No. 149 Amendment of Statement 133 on
Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133. SFAS 149 is effective for contracts entered into or modified after June
30, 2003, and for hedging relationships designated after June 30, 2003. The
Company has reviewed SFAS 149 and its adoption is not expected to have a
material impact on its consolidated financial statements.
In May 2003 the FASB issued SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company does not believe that the
implementation of SFAS 150 will have a material impact on its consolidated
financial statements.
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Forward-Looking Statements
This Form 10-QSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- statements concerning the benefits that we expect will result from our
business activities and certain transactions that we contemplate or have
completed, such as increased revenues, decreased expenses and avoided expenses
and expenditures; and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
Risk Factors Impacting Forward-Looking Statements
The important factors that could prevent us from achieving our stated goals
and objectives include, but are not limited to, those set forth in our other
reports filed with the SEC and the following:
o The extent and duration of the current economic downturn,
especially in the Colorado market;
o Any change in interest rates;
o The willingness and ability of third parties to honor their
contractual commitments;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition in the
home building industry for risk capital;
o Our costs and the pricing of our services;
20
o Environmental and other regulations, as the same presently exist
and may hereafter be amended;
o Our ability to identify, finance and integrate other
acquisitions; and
o Volatility of our stock price.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are subject to certain lawsuits for
failing to pay loans as they mature and other obligations as they become due.
While the Company does not believe that any of these existing suits, either
individually or in the aggregate, are material to its financial condition, it
does reflect the Company's current lack of liquidity and working capital.
Item 2. Changes in Securities
During the three month period ending June 30, 2003, we issued a total of
846,600 shares of our common stock in transactions that were not registered
under the Securities Act of 1933. The following information summarizes the
transactions in which these securities were issued:
(i) On May 8, 2003, we issued a total of 600,000 shares to two
employees in connection with hiring them as executive officers of our
Company. Each individual paid $25,000 for his 300,000 shares, or $.08333
per share. However, in our third fiscal quarter, a mutual separation was
entered into between these individuals and the Company. In connection with
separation agreements executed with each of them, we agreed to repurchase
that common stock for the same price paid by the individuals. These shares
will be retired and returned to our treasury.
(ii) Also on May 8, 2003, we issued 121,600 shares to an individual or
entities in consideration for extending a loan which was previously
outstanding. The value assigned to these shares was $30,400, or $.25 per
share.
(iii) Finally, on various dates between May 8 and June 9, 2003, we
issued the remaining 125,000 shares. These shares were issued to certain
individuals and entities that participated in a private placement. These
were sold for a price of $1.00 per share.
In each of the foregoing transactions, we relied on the exemption provided
by Rule 506 of Regulation D. Each of the investors executed subscription
agreements confirming that they were accredited investors within the meaning of
21
Rule 501 of Regulation D. Further, the investors were notified of the
restrictions imposed on the securities under Rule 506, and certificates
representing the share were embossed with the restrictive legend.
No underwriter was retained in connection with any of these transactions,
as we issued the shares directly.
Item 5. Other Information
In a Current Report dated April 18, 2003, we reported the proposed
acquisition of three privately owned entities engaged in the residential land
development and home construction business. Since the date of that Report, the
agreement has been revised to include only one of those private entities. On the
basis of the revision, we currently propose to acquire one entity which owns
approximately 116 developed building lots in various stages of construction. The
estimated value of this acquisition, including all debt proposed to be acquired
or assumed, is $8,800,000.
This acquisition is still subject to numerous contingencies, including the
analysis of, and negotiation for existing debt on the assets. The closing is
also contingent on transfer of appropriate fee simple title, successful
completion of due diligence and negotiation of the amount of common stock to be
issued in the transaction. Subject to satisfaction of these and other
contingencies, closing is presently estimated for the end of the third quarter
of this year. If the acquisition is completed, the assets of the entity will be
added to our existing of lots and units for construction and sale to customers.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: The following exhibits are filed with this report:
99.1 Certificate of Chief Executive Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act.
99.2 Certificate of Chief Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act.
(b) Reports on Form 8-K.
(i) The Company filed a Current Report dated April 3, 2003
reporting a change in control.
(ii) The Company filed a Current Report dated April 18, 2003
reporting an agreement for the acquisition of assets.
(iii) The Company filed a Current Report dated May 6, 2003
reporting a change in accountants.
22
(iv) The Company filed an amended Current Report dated May 6,
2003 reporting a change in accountants.
(v) The Company filed an amended Current Report dated April 3,
2003 reporting the financial statements of an acquired
business.
(vi) The Company filed a Current Report dated July 16, 2003
reporting other events.
(vii) The Company filed a second amendment to Current Report
dated April 3, 2003 reporting the financial statements of an
acquired business.
(The Remainder of This Page Was Intentionally Left Blank)
23
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASHCROFT HOMES CORPORATION
Date: September 16, 2003 By: /s/ Joseph A. Olbas
--------------------------------------
Joseph A. Oblas, Authorized Signatory,
Principal Financial Officer
24
CERTIFICATION
Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, Joseph A. Oblas provides the following certification.
I, Joseph A. Oblas, Principal Financial Officer of Ashcroft Homes
Corporation ("Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Company and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being
prepared;
b. Evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Company's
auditors and the audit committee of our board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls, and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: September 16, 2003 /s/ Joseph A. Oblas
----------------------- --------------------------------------------
Joseph A. Oblas, Principal Financial Officer
25
CERTIFICATION
Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, Richard O. Dean provides the following certification.
I, Richard O. Dean, Chairman of the Board and Chief Executive Officer of
Ashcroft Homes Corporation ("Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Company and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being
prepared;
b. Evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Company's
auditors and the audit committee of our board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls, and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: September 16, 2003 /s/ Richard O. Dean
---------------------- ----------------------------
Richard O. Dean,
Chairman of the Board and
Chief Executive Officer
26