U.S. 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 November 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-50815
THE MONEY TREE LENDING GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3400 Tamiami Trail, #203
Port Charlotte, Florida 33952
(Address of Principal Executive Offices)
941-764-6767
(Issuer's telephone number)
Artcraft II Inc.
650 SE Marine Drive, Vancouver, British Columbia V5S 4R6 (Former
name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of January 19, 2005: 100,000 shares of common stock.
THE MONEY TREE LENDING GROUP, INC.
FINANCIAL STATEMENTS
INDEX
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
- -----------------------------
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
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, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended November 30, 2004 are not necessarily indicative of results that
may be expected for the year ending May 31, 2005. The financial statements are
presented on the accrual basis.
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
FINANCIAL STATEMENTS
AS OF NOVEMBER 30, 2004
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
Financial Statements Table of Contents
FINANCIAL STATEMENTS
Page #
Balance Sheet 1
Statement of Operations and Retained Deficit 2
Statement of Stockholders Equity 3
Cash Flow Statement 4
Notes to the Financial Statements 5-7
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
BALANCE SHEET
As of November 30, 2004
ASSETS
CURRENT ASSETS November 30, 2004
Cash $ (0)
--------
TOTAL ASSETS $ (0)
========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,000
--------
TOTAL LIABILITIES 1,000
STOCKHOLDER'S EQUITY
Preferred Stock - par value $0.001
10,000,000 shares authorized;
None issued and outstanding 0
Common Stock - par value $0.001;
100,000,000 shares authorized;
100,000 issued and outstanding 100
Additional paid in capital 0
Accumulated Deficit (1,100)
--------
Total stockholder's equity (1,000)
--------
TOTAL LIABILITIES AND EQUITY $ (0)
========
The accompanying notes are an integral part of these financial statements.
F-1
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
STATEMENT OF OPERATIONS
For the Quarter ended November 30, 2004, and from inception
(June 7, 2004) through November 30, 2004
Quarter Ended From Inception to
November 30, 2004 November 30, 2004
REVENUE
Sales $ 0 $ 0
Cost of sales 0 0
----------- -----------
GROSS PROFIT 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 250 1,100
----------- -----------
NET LOSS (250) (1,100)
ACCUMULATED DEFICIT, BEGINNING BALANCE 0 0
----------- -----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (250) $ (1,100)
=========== ===========
NET EARNINGS PER SHARE
Basic
Net loss per share (Less than .01)
Basic Weighted Average
Number of Common Shares Outstanding 100,000
The accompanying notes are an integral part of these financial statements.
F-2
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
STATEMENT OF STOCKHOLDER'S EQUITY
From inception (June 7, 2004) through November 30, 2004
SHARES COMMON STOCK ACCUMULATED DEFICIT TOTAL
------------- ------------- ----------------- ------------
Stock issued on acceptance
Of incorporation expenses
June 7, 2004 100,000 $ 100 $ 0 $ 100
Net loss (1,100) (1,100)
------------ ------------ --------------- ------------
Total at November 30, 2004 100,000 $ 100 $ (1,100) $ (1,000)
============ ============ =============== ============
The accompanying notes are an integral part of these financial statements.
F-3
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
From inception (June 7, 2004) through November 30, 2004
From
CASH FLOWS FROM OPERATING ACTIVITIES Inception
Net income (loss) $(1,100)
Compensation in the form of stock 100
Increases (Decrease) in accrued expenses 1,000
-------
NET CASH PROVIDED OR (USED) IN OPERATIONS 0
CASH FLOWS FROM INVESTING ACTIVITIES
None 0
CASH FLOWS FROM FINANCING ACTIVITIES
None 0
CASH RECONCILIATION
Net increase (decrease) in cash 0
Beginning cash balance 0
-------
CASH BALANCE AT END OF PERIOD $ 0
=======
The accompanying notes are an integral part of these financial statements.
F-4
THE MONEY TREE LENDING GROUP, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
------------------------------------------
Industry - The Money Tree Lending Group, Inc. (the Company), a Company
- --------
incorporated in the state of Delaware as of June 7, 2004, plans to locate and
negotiate with a business entity for the combination of that target company with
The Company. The combination will normally take the form of a merger,
stock-for-stock exchange or stock- for-assets exchange. In most instances the
target company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given that The
Company will be successful in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
The Company has adopted its fiscal year end to be May 31.
Results of Operations and Ongoing Entity - The Company is considered to be an
- ----------------------------------------
ongoing entity. The Company's shareholders fund any shortfalls in The Company's
cash flow on a day to day basis during the time period that The Company is in
the development stage.
Liquidity and Capital Resources - In addition to the stockholder funding capital
- -------------------------------
shortfalls; The Company anticipates interested investors that intend to fund the
Company's growth once a business is located.
Cash and Cash Equivalents - The Company considers cash on hand and amounts on
- -------------------------
deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents.
Basis of Accounting - The Company's financial statements are prepared in
- -------------------
accordance with generally accepted accounting principles.
Income Taxes - The Company utilizes the asset and liability method to measure
- ------------
and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. At this time, The Company has set up an allowance for deferred taxes
as there is no company history to indicate the usage of deferred tax assets and
liabilities.
F-5
Fair Value of Financial Instruments - The Company's financial instruments may
- -----------------------------------
include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
Concentrations of Credit Risk - Financial instruments which potentially expose
- -----------------------------
The Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Company's policy is to place its operating demand
deposit accounts with high credit quality financial institutions. At this time
The Company has no deposits that are at risk.
2. Related Party Transactions and Going Concern:
--------------------------------------------
The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3. Accounts Receivable and Customer Deposits:
-----------------------------------------
Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.
4. Use of Estimates:
----------------
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenue
and expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost Recognition:
----------------------------
The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued Expenses:
----------------
Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.
F-6
7. Operating Lease Agreements:
--------------------------
The Company has no agreements at this time.
8. Stockholder's Equity:
--------------------
PREFERRED STOCK includes 10,000,000 shares authorized at a par value of $0.001,
of which no share have issued.
COMMON STOCK includes 100,000,000 shares authorized at a par value of $0.001, of
which 100,000 have been issued for the amount of $100 on June 7, 2004 in
acceptance of the incorporation expenses for the Company.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
---------------------------------------------------------
The company has paid no amounts for federal income taxes and interest. The
Company issued 100,000 common shares of stock to its sole shareholder in
acceptance of the incorporation expenses for the Company.
10. Earnings Per Share:
------------------
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
F-7
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
- ------------------------------------------------------------------------
Plan of Operation
- -----------------
On November 15, 2004, pursuant to a Stock Purchase Agreement and Share Exchange
with The Money Tree Lending Group, Inc. (MONEY TREE), a Florida Corporation, and
all of the shareholders of MONEY TREE, we acquired one hundred percent (100%) of
the issued and outstanding shares of common stock of MONEY TREE in exchange for
a total of 25,100,000 shares of our common stock and 5,000,000 shares of our
preferred stock which are restricted in accordance with Rule 144 of the 1933
Securities Act. Pursuant to the Agreement, MONEY TREE became our wholly owned
subsidiary.
Our primary products are mortgage loans secured by real estate and annuities.
The products can be offered across the United States, but at this time, our main
focus is on the Florida market. Demand for home loan financing has grown
substantially in recent years. We believe that the total United States market
for our industry exceeds $560 billion annually in alternative mortgage lending.
Of this market, we believe that our target market, consumers who obtain home
loan financing from the Internet, comprises more than $240 billion. We believe
that the principal factor driving growth in our industry is the dream of home
ownership.
We acquire mortgage loans and other financial products from third-party sources
on a project-by-project basis. This approach gives us substantial flexibility in
terms of production volume and delivery time, significantly reduces our fixed
production overhead, and largely eliminates the risk to us of cost overruns in
production.
Similarly, we reduce our fixed processing costs by duplicating the functions for
our products. Our management team has extensive experience in the origination,
processing, closing, funding and delivery of mortgage loans in the secondary
market and other financial service products. Philip Sampiere, our President and
Chief Executive Officer, has extensive knowledge of our industry and has
successfully founded and developed other profitable businesses. Other members of
our management team have broad expertise in software and technology, sales and
marketing, finance, real estate and mortgage law. They have all contributed to
our record of aggressive growth in our core business and of acquiring and
integrating companies in related businesses.
We plan to develop strategic alliances and joint ventures with businesses
outside of the financial industry to broaden our distribution channels, such as
leading media companies that can distribute our products for use on popular and
newly developing media formats, including revenue sharing with cable and
satellite television operators and Internet service providers. We expect these
initiatives to widen the scope of our distribution network, enabling us to reach
new customers while supplying our partners and licensees with content.
Results of Operation
- --------------------
The Company did not have any operating income from inception (June 7, 2004)
through November 30, 2004. For the quarter ended November 30, 2004, the
registrant recognized a net loss of $250. Some general and administrative
expenses during the year were accrued. Expenses for the quarter were comprised
of costs mainly associated with legal and accounting fees.
Liquidity and Capital Resources
- -------------------------------
At November 30, 2004 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending.
Item 3. Controls and Procedures
- -------------------------------
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security
Holders.
No matter was submitted during the quarter ending November 30, 2004,
covered by this report to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
On November 12, 2004, the Company filed a Form 8K disclosing a change
in control of the Company.
On November 24, 2004, the Company filed a Form 8K disclosing the Stock
Purchase Agreement and Share Exchange with The Money Tree Lending
Group, Inc.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
The Money Tree Lending Group, Inc.
Registrant
Date: January 19, 2005 By: /s/ Philip A. Sampiere, Jr.
-----------------------------------
PHILIP A. SAMPIERE, JR.
CEO