U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB \ Amendment No. 2
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 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 0-12962
Cambridge Holdings, Ltd.
------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-0826695
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
106 S. University Blvd., #14
Denver, Colorado 80209
---------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (303) 722-4008
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding at May 10, 2005
Common Stock, $.025 par value 3,179,870
Explanatory Note
Cambridge Holdings, Ltd., is filing this Amendment No. 2 to its Quarterly Report
on Form 10-QSB for the quarterly period ended March 31, 2005 (the "Quarterly
Report") to expand its disclosures regarding the status of the Company under the
Investment Company Act of 1940.
Cambridge Holdings, Ltd.
Form 10-QSB
Table of Contents
Part I. Financial Information................................................3
Balance Sheets as of March 31, 2005 and June 30, 2004.........................4
Statements of Operations and Comprehensive Income (Loss) for the three-month
and nine-month periods ended March 31, 2005 and 2004..........................5
Statements of Cash Flows for the nine-month periods ended March 31,
2005 and 2004.................................................................6
Notes to Financial Statements...............................................7-9
Management's Discussion and Analysis ......................................9-10
Controls and Procedures......................................................10
Part II. Other Information..................................................10
Signature Page...............................................................11
Page 2 of 11
Form 10-QSB
Cambridge Holdings, Ltd.
Form 10-QSB
March 31, 2005
Part I. Financial Information
Item I. Financial Statements
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. 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 financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The results for the nine months ended March 31, 2005 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended June 30,
2004.
In connection with the SEC's regular review of our filings under the Securities
Exchange Act of 1934, we received correspondence from the SEC asking, among
other points, whether we should be registered as an investment company under the
Investment Company Act of 1940. Generally, an issuer is deemed to be an
investment company subject to registration if its holdings of "investment
securities," which usually are securities other than securities issued by
majority owned subsidiaries and government securities, exceed 40% of the value
of its total assets exclusive of government securities and cash items on an
unconsolidated basis.
Immediately following our receipt of correspondence from the SEC, we consulted
with our legal counsel about the Investment Company Act issues raised by the
SEC's letter. Our counsel recommended that we engage special legal counsel with
significant experience related to the Investment Company Act to assist us with
this issue and we did in fact engage such special counsel and we are now working
with the SEC to respond to its question. Since February 2005, our management and
board have undertaken numerous discussions to investigate and explore the best
course of action. Based upon the investigation undertaken by our management and
board, including work by our legal counsel and special legal counsel, the
Company has determined that the Company has met the definition of an "investment
company" as provided in Section 3(a)(1) of the Investment Company Act; and
accordingly should have been registered and reporting as an investment company.
During multiple meetings, our board of directors reviewed and discussed the
information that management had gathered. After such discussions, the board on
June 9, 2005, unanimously concluded that the best way to maximize shareholder
value would be to liquidate the Company. Management and the company's counsel
then developed a plan of liquidation to be completed on an orderly basis to
maximize value to the shareholders that was unanimously approved by the board of
directors on June 9, 2005.
We have advised the SEC of our intention to liquidate our assets in order to,
among other factors described below, eliminate the applicability of the
Investment Company Act. We have also filed a preliminary information statement
with the SEC which informed our shareholders of our plan of liquidation to be
approved at a special meeting expected to be held in later 2005.
Page 3 of 11
Form 10-QSB
Cambridge Holdings, Ltd.
Balance Sheets
March 31, June 30,
2005 2004
(Unaudited)
Assets ------------ -----------
------
Current assets:
Cash and cash equivalents $ 116,554 $ 111,766
Accounts receivable - related party 601 7,491
Investment securities available for sale, net 2,435,619 3,818,328
Investment securities at cost 132,647 125,295
Accrued interest receivable 14,075 --
Accrued interest receivable - related party 34,776 8,438
Prepaid assets 22,130 --
Deferred tax asset 82,000 82,000
----------- -----------
Total current assets 2,838,402 4,153,318
----------- -----------
Property and equipment, net 607 25,295
Notes receivable 150,000 150,000
Notes receivable - related party 425,034 365,034
Investments in LLCs 67,391 133,053
----------- -----------
$ 3,481,434 $ 4,826,700
=========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 5,509 $ 4,261
----------- -----------
Total current liabilities 5,509 4,261
----------- -----------
Stockholders' equity:
Common Stock - $.025 par value, 15,000,000 shares
authorized: 3,179,870 and 3,029,870 shares
issued and outstanding 79,497 75,747
Additional paid-in capital 3,048,667 2,997,292
Accumulated (deficit) (1,478,674) (835,623)
Accumulated other comprehensive income (loss), net of tax:
Net unrealized gains on securities, available for sale 1,834,044 2,591,970
Net unrealized loss on LLCs (7,609) (6,947)
----------- -----------
Total stockholders' equity 3,475,925 4,822,439
----------- -----------
$ 3,481,434 $ 4,826,700
=========== ===========
See Accompanying Notes to Unaudited Condensed Financial Statements
Page 4 of 11
Form 10-QSB
Cambridge Holdings, Ltd.
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
Three months ended Nine months ended
March 31, March 31,
2005 2004 2005 2004
---- ---- ---- ----
Revenues:
Net realized gains (losses) on sales of
investment securities $ (51,371) $ 7,227 $ (37,074) $ 62,126
Gain/(loss) on LLC investment -- -- (65,000) --
Interest and dividend income 7,954 1,030 41,506 6,988
Gain on asset disposal -- -- 15,044 --
----------- ----------- ----------- -----------
Total revenues, net (43,417) 8,257 (45,524) 69,114
----------- ----------- ----------- -----------
Expenses:
Operating, general and administrative 36,537 34,284 122,527 118,955
----------- ----------- ----------- -----------
Total expenses 36,537 34,284 122,527 118,955
----------- ----------- ----------- -----------
Net (loss) $ (79,954) $ (26,027) $ (168,051) $ (49,841)
Other comprehensive income (loss),
net of income tax:
Unrealized holding gains (losses) (337,487) 501,348 (757,926) 206,371
----------- ----------- ----------- -----------
Comprehensive income (loss) $ (417,441) $ (475,321) $ (925,977) $ 156,530
=========== =========== =========== ===========
Basic and diluted (loss)
per common share: $ (.03) $ (.01) $ (.06) $ (.02)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding 3,043,203 3,029,870 3,034,250 3,029,870
==================================================================================================
See Accompanying Notes to Unaudited Condensed Financial Statements
Page 5 of 11
Form 10-QSB
Cambridge Holdings, Ltd.
Statements of Cash Flows (Unaudited)
Nine months ended March 31,
--------------------------
2005 2004
---- ----
Operating Activities:
Net (loss) $(168,051) $ (49,841)
Adjustments to reconcile net (loss) to cash provided
by (used in) operating activities:
Depreciation and amortization 5,811 17,072
Realized (gains) losses on sales of marketable securities 37,074 (62,126)
Realized (gains) on sales of fixed assets (14,395) --
Realized loss on LLC investment 65,000 --
Interest earned on investment securities (206) (5,047)
Changes in operating assets and liabilities:
Accrued interest and other receivables (40,414) --
Prepaids and other (15,240) (1,269)
Accounts payable and accrued expenses 1,248 900
- -------------------------------------------------------------------------------------
Net cash (used in) operating activities (129,173) (100,311)
- -------------------------------------------------------------------------------------
Investing activities:
Purchase of marketable securities (119,081) (145,210)
Proceeds from sales of marketable securities 167,394 169,382
Proceeds from sales of investment securities 57,251 246,770
Additions to notes receivable -- (220,000)
Collections of notes receivable 10,000 40,000
Additions to note receivable-related party (70,000) --
Purchase of LLC investments -- (65,000)
Proceeds from sales of fixed assets 34,000 --
Purchase of fixed assets (728) --
- -------------------------------------------------------------------------------------
Net cash provided by investing activities 78,836 25,942
- -------------------------------------------------------------------------------------
Financing activities:
Proceeds from exercise of stock options 55,125 --
- -------------------------------------------------------------------------------------
Net cash provided by financing activities 55,125 --
- -------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 4,788 (74,369)
Cash and cash equivalents, beginning of period 111,766 205,267
- -------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 116,554 $ 130,898
=====================================================================================
See Accompanying Notes to Unaudited Condensed Financial Statements
Page 6 of 11
Form 10-QSB
Cambridge Holdings, Ltd.
Notes to Financial Statements
Note 1 - Convertible Note Investments
In January 2002, the Company received a 7% convertible $250,000 note from
Advanced Nutraceuticals, Inc. ("ANI"). ANI also issued a warrant to the Company
pursuant to which the Company could acquire 50,000 shares of ANI common stock at
$1 per share. During August 2002, under an amended agreement, all of the
principal of the $250,000 note plus accrued interest were converted into 475,118
shares of ANI common stock. Greg Pusey and Jeff McGonegal, officers and
directors of the Company, are also officers of ANI and Mr. Pusey is also a
director of ANI. During June 2004, the warrant for 50,000 shares was converted
into 40,384 common shares of ANI on a "cashless" exercise basis.
In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. ("A4S")
and received an 8% note for $125,000 convertible into A4S common stock at $.92
per share. This note was converted into 135,870 shares of A4S common stock in
June 2003. A4S is a privately-held company which markets audio and video
streaming applications for surveillance activities. The Company also received a
warrant to purchase up to 31,250 shares of A4S common stock at $1.00 per share
exercisable through December 31, 2006. In connection with this transaction,
Gregory Pusey, President of the Company, became a member of the A4S Board of
Directors and subsequently became the chairman.
In June 2003, $160,000, in September 2003 an additional $100,000 and in the
period from January to August 2004, an additional $165,000 was loaned by the
Company to A4S for 6% notes due December 31, 2006 which are convertible into A4S
common stock at $.10, $.09 and $.035 per share, respectively. In connection with
certain of these loans, the Company purchased warrants to purchase up to 100,000
shares of A4S common stock at $.09 per share and 210,068 shares at $.035 per
share exercisable through September 30, 2007. In August 2004, the Company
exercised the $.035 warrants and acquired 210,068 shares of A4S for a total cost
of $7,352. Accrued interest of approximately $34,800 was recorded at March 31,
2005 on the outstanding A4S notes receivable.
Note 2 - Common Stock and Other Investments
In December 2001, the Company acquired securities of AspenBio, Inc. ("AspenBio")
for $600,000. The Company received 1,000,000 common shares (which constituted at
that time approximately 11% of the outstanding common stock of AspenBio) and
310,000 warrants to purchase AspenBio common stock exercisable at $1 per share
expiring January 1, 2007. In September 2002, the Company completed a pro rata
distribution to its shareholders of 496,296 shares of the AspenBio stock, which
was recorded by the Company as a dividend at the shares' then estimated fair
value of $150,000.
Page 7 of 11
Form 10-QSB
In connection with a previous bank loan guarantee, AspenBio issued a warrant to
the Company to purchase 100,000 shares of AspenBio common stock at $1.50 per
share, expiring July 5, 2007. In July 2004, the Company loaned $10,000 to
AspenBio that was repaid later in July with interest. During August 2004, the
Company invested $25,000 in a private offering by AspenBio, whereby the Company
received 28,571 shares of AspenBio common stock and a warrant to acquire 28,571
shares of common stock at $1.50 per share, expiring in August 2009.
In March 2005, the Company's Board of Directors approved a distribution of
532,275 shares of AspenBio common stock which was all of the shares owned by the
Company at that time. This distribution was made on a pro rata basis to all
shareholders of record as of the close of business on March 24, 2005 and was
recorded as a dividend at the shares' estimated value for financial reporting
purposes of approximately $475,000. The Company's Board of Directors made the
decision to distribute this investment based upon the following considerations:
1) to reduce the Company's level of investment assets, following the SEC's
letter questioning Cambridge's status under the Investment Company Act of 1940,
and 2) the Board of Directors did not believe that the market value of the
Company's common stock reflected the underlying value of the AspenBio shares and
therefore distributing the AspenBio shares would provide the Company's
shareholders with greater aggregate value.
In January and March 2004, the Company invested $65,000 for a special limited
partnership interest in Six-Thirty-Three, LLC ("633"). The Company was entitled
to 10% of the total gross monthly revenues generated by 633 from its business
activities. In December 2004, the Company determined that the investment was
worthless and was written off with no revenue having been generated by 633.
Note 3 - Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) "Share-Based Payment", which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company is
evaluating the provisions of the standard. Depending upon the amount of and
terms for options that are granted in future periods, the implementation of this
standard could have a significant non-cash impact on results of operations in
future periods.
Note 4 - Subsequent Events
In connection with the SEC's regular review of our filings under the Securities
Exchange Act of 1934, we received correspondence from the SEC asking, among
other points, whether we should be registered as an investment company under the
Investment Company Act of 1940. Generally, an issuer is deemed to be an
investment company subject to registration if its holdings of "investment
securities," which usually are securities other than securities issued by
majority owned subsidiaries and government securities, exceed 40% of the value
of its total assets exclusive of government securities and cash items on an
unconsolidated basis.
Immediately following our receipt of correspondence from the SEC, we consulted
with our legal counsel about the Investment Company Act issues raised by the
SEC's letter. Our counsel recommended that we engage special legal counsel with
significant experience related to the Investment Company Act to assist us with
this issue and we did in fact engage such special counsel and we are now working
with the SEC to respond to its question. Since February 2005, our management and
board have undertaken numerous discussions to investigate and explore the best
course of action. Based upon the investigation undertaken by our management and
board, including work by our legal counsel and special legal counsel, the
Company has determined that the Company has met the definition of an "investment
company" as provided in Section 3(a)(1) of the Investment Company Act; and
accordingly should have been registered and reporting as an investment company.
During multiple meetings, our board of directors reviewed and discussed the
information that management had gathered. After such discussions, the board on
June 9, 2005, unanimously concluded that the best way to maximize shareholder
value would be to liquidate the Company. Management and the company's counsel
then developed a plan of liquidation to be completed on an orderly basis to
maximize value to the shareholders that was unanimously approved by the board of
directors on June 9, 2005.
We have advised the SEC of our intention to liquidate our assets in order to,
among other factors described below, eliminate the applicability of the
Investment Company Act. We have also filed a preliminary information statement
with the SEC which informed our shareholders of our plan of liquidation to be
approved at a special meeting expected to be held in later 2005.
Page 8 of 11
Form 10-QSB
Item 2. Management's Discussion and Analysis
The information set forth in "Management's Discussion and Analysis" below
includes "forward looking statements" within the meaning of Section 27A of the
Securities Act, and is subject to the safe harbor created by that section.
Factors that could cause actual results to differ materially from these
contained in the forward looking statements are set forth in "Management's
Discussion and Analysis."
Liquidity and Capital Resources
- -------------------------------
At March 31, 2005, the Company had cash and cash equivalents of $116,600 and
working capital of $2,832,900. The Company believes that its working capital is
adequate for its present real estate and other business activities. The Company
has no understandings or agreements regarding the possible acquisition of any
other particular property or business. Any such future acquisitions or other
business arrangements could involve substantial expenditures. Moreover, the
Company could incur substantial expenses in connection with the evaluation of
business opportunities. In its evaluation of potential business opportunities,
the Company considers the potential effect on its liquidity.
For the nine-month period ended March 31, 2005 operating activities used cash of
$129,200. Losses realized on the sale of marketable securities were $37,100.
Increases in accrued interest receivable and prepaid assets used cash of $40,400
and $15,200, respectively.
Cash provided by investing activities was $78,800 during the nine-month period
ended March 31, 2005. The Company used $119,100 to purchase marketable
securities. Proceeds from sales of marketable and investment securities provided
$224,600. Additions to notes receivable - related party were $70,000 in the
nine-month period and one note receivable was collected for $10,000. Proceeds
from the sale of fixed assets were $34,000.
Financing activities during the nine-month period ended March 31, 2005 provided
cash of $55,100 from the exercise of stock options.
In March 2005, the Company's Board of Directors approved a distribution of
532,275 shares of AspenBio common stock which was all of the shares owned by the
Company at that time. This distribution was made on a pro rata basis to all
shareholders of record as of the close of business on March 24, 2005 and was
recorded as a dividend at the shares' estimated value for financial reporting
purposes of approximately $475,000.
In connection with the SEC's regular review of our filings under the Securities
Exchange Act of 1934, we received correspondence from the SEC asking, among
other points, whether we should be registered as an investment company under the
Investment Company Act of 1940. Generally, an issuer is deemed to be an
investment company subject to registration if its holdings of "investment
securities," which usually are securities other than securities issued by
majority owned subsidiaries and government securities, exceed 40% of the value
of its total assets exclusive of government securities and cash items on an
unconsolidated basis.
Immediately following our receipt of correspondence from the SEC, we consulted
with our legal counsel about the Investment Company Act issues raised by the
SEC's letter. Our counsel recommended that we engage special legal counsel with
significant experience related to the Investment Company Act to assist us with
this issue and we did in fact engage such special counsel and we are now working
with the SEC to respond to its question. Since February 2005, our management and
board have undertaken numerous discussions to investigate and explore the best
course of action. Based upon the investigation undertaken by our management and
board, including work by our legal counsel and special legal counsel, the
Company has determined that the Company has met the definition of an "investment
company" as provided in Section 3(a)(1) of the Investment Company Act; and
accordingly should have been registered and reporting as an investment company.
During multiple meetings, our board of directors reviewed and discussed the
information that management had gathered. After such discussions, the board on
June 9, 2005, unanimously concluded that the best way to maximize shareholder
value would be to liquidate the Company. Management and the company's counsel
then developed a plan of liquidation to be completed on an orderly basis to
maximize value to the shareholders that was unanimously approved by the board of
directors on June 9, 2005.
We have advised the SEC of our intention to liquidate our assets in order to,
among other factors described below, eliminate the applicability of the
Investment Company Act. We have also filed a preliminary information statement
with the SEC which informed our shareholders of our plan of liquidation to be
approved at a special meeting expected to be held in later 2005.
Comprehensive Income (Loss)
- ---------------------------
For the three-month and nine-month periods ended March 31, 2005 and 2004, other
comprehensive (loss), net of tax, consisted of unrealized holding gains and
losses on investment securities held for resale and unrealized losses on LLCs.
There was no effect on income tax associated with the period end balances.
Page 9 of 11
Form 10-QSB
Results of Operations
- ---------------------
Three-month Period Ended March 31, 2005 compared to Three-month Period Ended
March 31, 2004
The Company's revenues for the three-month period ended March 31, 2005 totaled
approximately $8,000 consisting of interest and dividend income. Revenues were
offset by the net realized losses on sales of investment securities of $51,400.
The Company's revenues for the three-month period ended March 31, 2004 totaled
approximately $8,300 consisting of interest and dividend income of $1,000 and
realized gains of sales of investment securities of $7,300.
Nine-month Period Ended March 31, 2005 compared to Nine-month Period Ended March
31, 2004
The Company's revenues for the nine-month period ended March 31, 2005 totaled
approximately $56,600 consisting of interest on temporary cash on hand, other
money market instruments and notes receivable of $41,500 and a gain on the sale
of fixed assets of $15,000. Revenues were offset by the loss recorded on an LLC
investment of $65,000 that was determined to be worthless in December 2004 and
by net realized losses on sales of investment securities of $37,100. The
Company's revenues for the nine-month period ended March 31, 2004 totaled
approximately $69,100 consisting of interest on temporary cash on hand and other
money market instruments of $7,000 and realized gains of sales of investment
securities of $62,100.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer and the Chief
Financial Officer, has conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of a date (the Evaluation
Date") within 90 days prior to the filing of this report. Based on that review
and evaluation, the President and Chief Financial Officer have concluded that,
as of the Evaluation Date, the Company's disclosure controls and procedures were
adequate and effective to ensure that material information relating to the
Company would be made known to them by others within those entities in a timely
manner, particularly during the period in which this quarterly report on Form
10-QSB was being prepared, and that no changes are required at this time.
(b) Changes in Internal Controls
There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
Part II. Other Information
Item 2. Unregistered Sales of Securities and Use of Proceeds
(a) In 2004 the Company issued the following options to purchase shares of
its common stock pursuant to its 2001 Stock Incentive Plan, as amended:
Name Options Exercise price
- ---- -------- --------------
Gregory Pusey 75,000 $ 0.385
Jeffrey G. McGonegal 75,000 $ 0.35
Scott Menefee 50,000 $ 0.35
In March 2005, the options issued to Mr. Pusey and Mr. McGonegal were exercised
generating total proceeds to the Company of $55,100.
Page 10 of 11
Form 10-QSB
On March 24, 2005, the Board of Directors approved a pro rata distribution of
approximately 532,275 shares of AspenBio, Inc. Common Stock. A dividend was
recorded in the amount of $475,000 which was the estimated fair value for
financial reporting purposes of the stock on that date.
Item 6. - Exhibits
(a) Exhibits 31.1, 31.2 and 32 are furnished.
Cambridge Holdings, Ltd.
Form 10-QSB
March 31, 2005
Signatures
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CAMBRIDGE HOLDINGS, LTD.
July 29, 2005 By: /s/ Gregory Pusey
--------------------------------
Gregory Pusey
President, Treasurer and Director
July 29, 2005 By: /s/ Jeffrey G. McGonegal
--------------------------------
Jeffrey G. McGonegal
Senior Vice President-Finance,
Chief Financial Officer and Director
Page 11 of 11
Form 10-QSB