UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
Commission File number 814-00721
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 84-1517721
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 307, Cocoa, FL 32923-0307
(Address of Principal Executive Offices) (Zip Code)
(321)-433-1136
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined by Rule 12b-2 of the Act). Yes [ ] No [X ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]
The number of shares of the Registrants Common Stock, $0.001 par
value, outstanding as of May 1, 2007, was 30,283,200 shares.
TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of March 31, 2007 and December 31, 2006 F-1
Schedule of Investments as of March 31, 2007 F-2
Statements of Operations for the three-month periods ended
March 31, 2007 and 2006 F-3
Statements of Cash Flows for the three month periods ended
March 31, 2007 and 2006 F-4
Notes to Financial Statements F-5
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations 3
Item 3. Quantitative and Qualitative Disclosures about Market Risk 8
Item 4. Controls and Procedures 8
PART II. OTHER INFORMATION 9
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
BALANCE SHEETS
March 31, 2007 December 31, 2006
(unaudited)
--------------- -----------------
Assets:
Cash and cash equivalents $ 11,136 $ 12,036
------------ ------------
Total Current Assets 11,136 12,036
Other Assets
Investments in Portfolio Companies - -
------------ ------------
Total Other Assets - -
------------ ------------
Total Assets $ 11,136 12,036
============ ============
Liabilities and Stockholders
Equity (Deficit)
Accounts payable $ 17,858 $ 1,075
Due to affiliate 10,450 5,450
Subscription deposit - 39,960
------------ ------------
Total Short term Liabilities 28,308 46,485
Long term Liabilities: - -
------------ -------------
Total Liabilities 28,308 46,485
------------ -------------
Commitments and contingencies
Stockholders Equity (Deficit):
Common stock, par value $0.001
authorized 50,000,000 shares,
issued 30,283,200 and 30,150,000 shares
at March 31, 2007 and December 31, 2006 30,283 30,150
Convertible preferred stock, par value
$0.001, authorized 5,000,000 shares,
issued 1,000,000 shares at March 31, 2007
and December 1,000 1,000
Additional paid-in capital 85,665 45,838
Accumulated deficit (134,120) (111,437)
------------ ------------
Total Stockholders(Deficit): (17,172) (34,449)
------------ ------------
Total Liabilities and
Stockholders Equity: $ 11,136 $ 12,036
============ ============
Net Asset value per common share $ (0.00057) $ (0.00114)
The accompanying notes are an integral part of these financial statements.
F-1
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
SCHEDULE OF INVESTMENTS (unaudited)
March 31, 2007
Portfolio Industry Amount Cost Fair % of
Investments or Number Value Net assets
- ------------------- --------- ----------- -------- --------- -----------
-- -- -- $ - $ - -
-------- --------- -----------
Total $ - $ - -
======== ========= ===========
The accompanying notes are an integral part of these financial statements.
F-2
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
STATEMENTS OF OPERATIONS
For the three months ended
March 31, 2007 March 31, 2006
(unaudited) (unaudited)
-------------- ---------------
Investment income:
Interest income $ - $ -
Dividend income - -
Other income - -
---------- ----------
Total income - -
Operating expenses:
Investment advisory fees
Base fee - -
Incentive fee - -
Capital gains fee - -
---------- ----------
Total investment
advisory fees - -
General & administrative:
Consulting expenses 17,500 10,000
Rent expense 1,350 450
Professional fees 3,833 -
Other expenses - 158
---------- ----------
Total operating costs 22,683 10,608
---------- ----------
Net investment loss (22,683) (10,608)
---------- ----------
Net realized income from
disposal of investments - -
Net unrealized appreciation
in investments - -
---------- ----------
Net decrease in stockholders
equity resulting from
operations $ (22,683) $ (10,608)
========== ==========
Basic and diluted net decrease
in stockholder equity per
common share resulting from
operations $ (0.00075) $ (0.00035)
========== ===========
Weighted number of common shares
outstanding-basic 30,154,440 30,150,000
=========== ===========
Weighted number of common shares
outstanding-diluted 45,154,440 30,150,000
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2007 and 2006
(unaudited)
For the three months ended
March 31, 2007 March 31, 2006
(unaudited) (unaudited)
----------------- ----------------
Cash flows from operating activities:
Net decrease in stockholders equity
from operations $ (22,683) $ (10,608)
Adjustments to reconcile net decrease
in stockholders equity from
operations to net cash provided
(used)in operating activities:
Increase in accounts payable 16,783 450
Decrease in amounts due to
officer/stockholder - (21,268)
Decrease in amounts due affiliate 5,000 -
------------ -----------
Net cash used in operating activities (900) (31,420)
Cash flow from financing activities:
Net proceeds from issuance of preferred
stock - 60,000
------------ -----------
Net cash provided by financing
activities - 60,000
------------ -----------
Net increase (decrease) in cash (900) 28,580
Cash, beginning of period 12,036 -
------------ -----------
Cash, end of period $ 11,136 $ 28,850
============ ===========
</Table>
The accompanying notes are an integral part of these financial statements.
F-4
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 1. Organization and Interim Financial Statements
American Development & Investment Fund, Inc. (American Development or the
Company), a Nevada corporation, was organized in February, 1997 and filed
an election to be treated as a business development company (BDC) under the
Investment Company Act of 1940, (the 1940 Act) in March 2006. Prior to the
election to be treated as a BDC, the Company had been a development stage
company and had not engaged in any operating business activity. As a result
of the election to be treated as a BDC under the 1940 Act and the commencement
of its operations as a BDC, the Company is no longer a shell company and
filed the necessary information regarding the change of its status in its
Form 10-K report for the year ended December 31, 2005.
As a BDC, the company is subject to the filing requirements of the Securities
Exchange Act of 1934 and has elected to be subject to Sections 55 to 65 of
the 1940 Act, which apply only to BDCs. The Company is not a registered
investment company under the 1940 Act, however, and is not required to file
the semi-annual and annual reports required to be filed by registered
investment companies under Section 30 of the 1940 Act. As a BDC, the
Company also is not eligible to file its periodic reports under the 1934 Act
as a small business issuer, and therefore files its periodic reports on
applicable Forms 10-Q and 10-K, rather than Forms 10-KSB or 10-QSB. As a
BDC, the Company also is subject to the normal financial reporting
requirements of Regulation S-X issued by the SEC, but is not subject
to Section 6 of Regulation S-X, which provides specific rules for financial
reporting of registered investment companies.
The Company does not intend to focus on any primary investment market, and
expects to invest, under normal circumstances, at least 80.0 percent of its
net assets in qualified portfolio companies in emerging growth markets. At
March 31, 2007, the Company had not yet invested in any portfolio
companies. The Company expects to concentrate on making investments in
companies having annual revenues of less than $250.0 million and in
transaction sizes of less than $25.0 million. In most cases, these
companies will be privately held or will have thinly traded public equity.
The accompanying financial statements are un-audited and have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form
10-Q, including Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in audited financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been omitted pursuant to such rules and regulations. These
financial statements should be read in conjunction with the audited financial
statements that were included in the Form 10-K filed by the Company for the
year ended December 31, 2006. As a BDC, and therefore as a non-registered
investment company, the Company is subject to the normal financial reporting
rules of Regulation S-X, as adopted by the SEC, in accordance with Regulation
S-X 5.01. It is specifically not subject to Section 6 of Regulation S-X,
governing the financial reporting of registered investment companies. The
F-5
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 1. Organization and Interim Financial Statements (continued)
accompanying financial reports have been prepared in accordance with the
requirements of Regulation S-X, as explained and interpreted in the Audit and
Accounting Guide for Investment Companies of the American Institute of
Certified Public Accountants (May 1, 2006)(the Audit Guide).
Operating results for the interim periods presented are not necessarily
indicative of the results to be expected for a full year.
In March, 2006, the Company implemented a 100 for 1 forward split of its
common shares. The stock split was given retroactive treatment in the
accompanying financial statements.
Note 2. Significant Accounting Policies
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reported period. Changes in the economic environment,
financial markets and any other parameters used in determining these estimates
could cause actual results to differ.
The following are significant accounting policies consistently applied by the
Company and are based on Chapter 7 of the Audit Guide, as modified by Appendix
A:
Investments:
(a) Security transactions are recorded on a trade-date basis.
(b) Valuation:
(1) Investments for which market quotations are readily available are valued at
such market quotations.
(2) Short-term investments which mature in 60 days or less, such as U.S.
Treasury bills, are valued at amortized cost, which approximates market value.
The amortized cost method involves valuing a security at its cost on the date
of purchase and thereafter assuming a constant amortization to maturity of the
difference between the principal amount due at maturity and cost. Short-term
securities which mature in more than 60 days are valued at current market
quotations by an independent pricing service or at the mean between the bid and
ask prices obtained from at least two brokers or dealers (if available, or
otherwise by a principal market maker or a primary market dealer). Investments
in money market mutual funds are valued at their net asset value as of the
close of business on the day of valuation.
F-6
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 2. Significant Accounting Policies (continued)
(3) It is expected that most of the investments in the Companys portfolio
will not have readily available market values. Debt and equity securities
whose market prices are not readily available are valued at fair value, with
the assistance of an independent valuation service, using a valuation policy
and a consistently applied valuation process which is under the
direction of our board of directors.
The factors that may be taken into account in fairly valuing investments
include, as relevant, the portfolio company ability to make payments, its
estimated earnings and projected discounted cash flows, the nature and
realizable value of any collateral, the financial environment in which the
portfolio company operates, comparisons to securities of similar publicly
traded companies and other relevant factors. Due to the inherent uncertainty
of determining the fair value of investments that do not have a readily
available market value, the fair value of these investments may differ
significantly from the values that would have been used had a ready market
existed for such investments, and any such differences could be material.
As part of the fair valuation process, the Audit Committee of the Company
will review the preliminary evaluations prepared by the Investment Advisor
engaged by the Board of Directors, as well as managements valuation
recommendations and the recommendations of the Investment Committee.
Management and the Investment Advisor will respond to the preliminary
evaluation to reflect comments provided by the Audit Committee. The Audit
Committee will review the final valuation report and managements valuation
recommendations and make a recommendation to the Board of Directors based
on its analysis of the methodologies employed and the various valuation
factors as well as factors that the Investment Advisor and management may
not have included in their evaluation processes. The Board of Directors
then will evaluate the Audit Committee recommendations and undertake a
similar analysis to determine the fair value of each investment in
the portfolio in good faith.
(c) Realized gains or losses on the sale of investments are calculated using
the specific identification method.
(d) Interest income, adjusted for amortization of premium and accretion of
discount, is recorded on an accrual basis.
(e) Dividend income is recorded on the ex-dividend date.
(f) Loan origination, facility, commitment, consent and other advance fees
received by us on loan agreements or other investments are accreted into
income over the term of the loan.
F-7
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 2. Significant Accounting Policies (continued)
Federal and State Income Taxes:
The Company has not elected to be treated as, and is not, a regulated
investment company and does not presently intend to comply with the
requirements of the Internal Revenue Code of 1986 (the Code), applicable
to regulated investment companies. A regulated investment company is
required to distribute at least 90% of its investment company taxable
income to shareholders, which the Company does not expect to do for the
foreseeable future. Therefore, the Company must make appropriate provision
for income taxes in accordance with SFAS 109, Accounting for Income Taxes,
using the liability method, which requires the recognition of deferred assets
and liabilities for the expected future tax consequences of temporary
differences between carry amounts and tax basis of assets and
liabilities. At March 31, 2007, the Company has approximately $134,120
of net operating loss carry-forwards available to affect future taxable
income and has established a valuation allowance equal to the tax benefit of
the net operating loss carry-forwards as realization of the asset is not
assured. The net operating loss carry-forwards may be limited under the
change of control provisions of the Internal revenue Code, Section 382.
Dividends and Distributions:
Dividends and distributions to common stockholders will be recorded on the
ex-dividend date. The amount, if any, to be paid as a dividend will be
approved by the board of directors each quarter and will be generally based
upon managements estimate of our earnings for the quarter and our investment
needs. Net realized capital gains, if any, will be reviewed at least
annually as part of any distribution determination.
Consolidation:
As an investment company, the Company will only consolidate subsidiaries which
are also investment companies. At March 31, 2007, the Company did not have
any consolidated subsidiaries.
Recent Accounting Pronouncements
In July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109. GFIN 48 prescribes a
comprehensive financial statement model of how a company should recognize,
measure, present, and disclose uncertain tax positions that the company has
taken or expects to take in its income tax returns. FIN 48 requires that only
income tax benefits that meet the more likely than not recognition
threshold be recognized or continue to be recognized on the effective date.
Initial derecognition of amounts would be reported as a cumulative effect of
a change in accounting principle. FIN 48 is effective for fiscal years
F-8
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 2. Significant Accounting Policies (continued)
beginning after December 15, 2006. The adoption of FIN 48 did not have a
material impact on the financial statements of the Company.
In September 2006, the FASB issued FAS No. 157, Fair Value Measurements,
which establishes a framework for reporting fair value and expands disclosure
about fair value measurements. FAS 157 is effective for the 2008 fiscal year
of the Company. The Company is currently evaluating the impact of this
standard on its financial statements.
In February 2007, the FASB issued FAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement 115. FAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. FAS 159 is
effective for fiscal years beginning after November 15, 2007. The Company is
currently evaluating the impact of adopting FAS 159 on its financial
statements.
Note 3. Portfolio Investments
As required by the 1940 Act, we will classify our investments by level of
control. As defined in the 1940 Act, control investments are those where there
is the ability or power to exercise a controlling influence over the management
or policies of a company. Control is generally viewed to exist when a
company or individual owns 25% or more of the voting securities of an investee
company. Affiliated investments and affiliated companies are defined by a
lesser degree of influence and are deemed to exist through ownership of an
amount greater than 5% but less than 25% of the voting securities of the
investee company. The Company currently has no controlled or affiliated
investments.
Note 4. Related Party Agreements and Transactions
Investment Advisory Agreement
The Company has entered into an Investment Advisory Agreement with American
Development Fund Advisors LLC (the Investment Advisor) under which the
Investment Advisor, subject to the overall supervision of the board of
directors of the Company, will manage the day-to-day operations of, and
provide investment advisory services to, the Company. American Development
Fund Advisors, LLC is owned equally by Patrick Donelan and Adam Mayblum. Mr.
Mayblum and Mr. Donelan are also the equal owners of Enterprise Partners, LLC,
our former majority Common Stockholder and the former holder of all of
our Series A Convertible Preferred shares at the end of the quarter. Mr.
Mayblum also serves as a director of the Company.
For providing these services the Investment Advisor will receive a fee from the
Company, consisting of two components--a base management fee and an incentive
fee. The base management fee will be calculated at an annual rate of 2.00% on
F-9
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 4. Related Party Agreements and Transactions (continued)
the gross assets of the Company (including amounts borrowed). The base
management fee is payable quarterly in arrears based on the average value
of the Companys gross assets at the end of the two most recently completed
calendar quarters and appropriately adjusted for any share issuances or
repurchases during the current calendar quarter. Base management fees for
any partial month or quarter will be appropriately pro rated.
No investment advisory fees have been earned or accrued for the quarter.
Amounts due to affiliate totaling $10,450 at March 31, 2007 represent
short-term, non-interest bearing advances from a related company.
Managerial Assistance
As a business development company, we will offer, and provide upon request,
managerial assistance to certain of our portfolio companies. This assistance
could involve, among other things, monitoring the operations of our portfolio
companies, participating in board and management meetings, consulting with
and advising officers of portfolio companies and providing other
organizational and financial guidance. The Company expects to receive fee
income for providing these services.
Note 5. Stockholders Equity.
On March 28, 2007, we issued 133,200 common shares under Regulation E to
unrelated investors in return for a total of $39,960 in proceeds to the
Company, received as a deposit in December, 2006. There were no other changes
in stockholders equity during the quarter, except for the $22,683 decrease in
stockholders equity resulting from operations.
In August, 2006, Enterprise Partners, LLC, our majority common shareholder and
the sole holder of our Series A Convertible Preferred Stock, transferred
18,061,133 of the common shares held by it in private sale transactions, and
also transferred 731,519 of the Series A Convertible Preferred shares held by
it to its debenture holders (23 persons) As a result of these transactions,
Enterprise Partners, LLC now holds 10,558,267 shares of our common stock,
representing approximately 35 percent of our undiluted common stock outstanding
and 268,481 shares of our Series A Convertible Preferred Stock, representing
26.8 percent of the 1,000,000 shares outstanding, and convertible into a
maximum of 4,020,000 shares of our common stock. Therefore, Enterprise
Partners, LLC now holds a total of approximately 32.3 percent of our common
stock on a fully diluted basis, giving effect to the maximum conversion of the
Series A Convertible Preferred Stock held by it.
F-10
AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(unaudited)
Note 6. Financial Highlights
The following is a schedule of financial highlights for the three months ended
March 31, 2007 and for the twelve months ended December 31, 2006:
CHANGES IN NET ASSET VALUE
For the For the
three months twelve months
ended ended
March 31, 2007 December 31, 2006
---------------- -----------------
Net asset value at
beginning of period (1) $ (0.00114) $ (0.00071)
Proceeds from preferred stock - 0.00199
Proceeds from common stock 0.00132 -
Net investment income (0.00075) (0.00242)
Net unrealized appreciation - -
------------- --------------
Net asset value, end of period (2) $ (0.00057) $ (0.00114)
(1) Financial highlights as of March 31, 2007 and December 31, 2006 are
based on 30,283,200 and 30,150,000 common shares outstanding, respectively,
giving effect to the 100 for 1 forward split. On a fully diluted basis, there
would be 45,283,200 and 45,150,000 shares outstanding as of March 31, 2007, and
December 31, 2006, respectively, based on conversion of the Series A
Convertible Preferred Stock into 15 million common shares, the maximum
conversion possible under the terms of the Series A Preferred Stock, and
treating those shares as outstanding as of the date of their issuance at
March 20, 2006.
(2) Total return based on net asset value is based upon the change in net
asset value per share between the opening and ending net asset values per
share in each period. The total return is not annualized.
On July 24, 2006, the Company filed a Form 1-E Notice with the SEC advising
that the Company intended to make a private offering of its common shares
under Regulation E issued under the Securities Act of 1933. The Company
filed an Offering Circular describing the terms of the offering and providing
information regarding the Company at the same time. The Form 1-E Notice
became effective ten days after the filing with the SEC; however, the SEC
advised the Company that it would have comments on the 1-E Notice and the
Offering Circular, so the Company postponed any offers or sales under the 1-E
Offering, pending receipt of the SEC comments. On September 13, 2006, the SEC
issued its comments on the 1-E offering, to which the Company fully responded
on October 13, 2006. The amended Form 1-E Notice and Offering Circular were
filed with the SEC on January 9, 2007 and became effective on January 19, 2007.
On March 28, 2007, the Company issued a total of 133,200 common shares to
investors for a total of $39,960 in proceeds, resulting in a total of
30,283,200 common shares outstanding.
F-11
Item 2. Management Discussion and Analysis of Financial Condition and Results
of Operations.
This quarterly report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any statements of
expectation or belief; and any statements of assumptions underlying any of
the foregoing. The risks, uncertainties and assumptions referred to above
include risks that are described from time to time in our Securities and
Exchange Commission, or the SEC, reports filed before this report.
The forward-looking statements included in this quarterly report
represent our estimates as of the date of this quarterly report. We
specifically disclaim any obligation to update these forward-looking
statements in the future. Some of the statements in this quarterly report
constitute forward-looking statements, which relate to future events or our
future performance or financial condition. Such forward-looking statements
contained in this quarterly report involve risks and uncertainties.
We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual results
could differ materially from those projected in the forward-looking statements
for any reason. We caution you that forward-looking statements of this type
are subject to uncertainties and risks, many of which cannot be predicted or
quantified.
The following analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes thereto contained elsewhere in this Form 10-Q, as well as the risk
factors included in our Form 10-K filed for the year ended December 31, 2006.
Overview
The Company was incorporated under the Nevada General Corporation Law in
February 1997 as MNS Eagle Equity Group, Inc., and was a development stage
company through the end of 2005, and until the Company changed its business
model with the election to be treated as a business development company on
March 20, 2006. On March 8, 2006, the Company changed its corporate name to
American Development & Investment Fund, Inc., to reflect its new business
model and plan.
On March 16, 2006, our then sole shareholder sold 301,500 pre-split common
shares, representing 100 percent of the pre-split outstanding stock of the
Company at the time, resulting in a change of control of the Company. Of these
shares, 286,500 common shares, representing 95 percent of the outstanding
shares, were purchased by Enterprise Partners, LLC, and 15,000 shares were
purchased by Peachtree Consultants, LLC, an unrelated party. As a result of
this change of control, our then sole director and president, Stephen Siedow,
resigned effective March 16, 2006 after appointing David Dallow, David Brant,
Adam Mayblum, John Kelly and Robert Hipple as the directors of the Company, to
-3-
serve until the next annual meeting of shareholders of the Company. At the next
Annual Meeting held on September 30, 2006, the shareholders re-elected the same
directors, to serve until the next Annual Meeting. The Company also filed an
election to be treated as a Business Development Company under the Investment
Company Act of 1940 by filing a Form N54-A with the SEC on March 20, 2006.
On March 20, 2006, the Company filed a Certificate of Designations for Class A
Convertible Preferred Stock with the Nevada Secretary of State and the Board of
Directors authorized the issuance of 1 million shares of Class A Convertible
Preferred Stock to Enterprise Partners, LLC, our then majority shareholder, in
exchange for the cancellation of $60,000 in loans for funds advanced to the
Company by Enterprise Partners LLC to pay off debts of the Company and for
working capital. The new Class A Convertible Preferred Stock is $0.001
par value stock, and may be converted into common stock based on a formula
under which conversion is equal to 1 divided by the 30 day trailing average
stock price of the common shares at the time of the conversion election, but
not more than 15 common shares for each preferred share converted, or a
maximum of 15 million common shares. No conversion may occur until after one
year from the date of issue. The Company may redeem the Class A Convertible
Preferred Stock in whole or in part beginning 181 days after issue at $0.75
per share, and after 365 days from issue at $0.95 per share. The Class A
Convertible Preferred Stock automatically converts into common stock
following the second anniversary of issue, at the formula price if not
redeemed prior to that date. The conversion of the Class A Convertible
Preferred into Common stock of the Company is illustrated by the following
table:
Class A Convertible Preferred Shares
<Table>
<Caption>
Per Share Number of Maximum Shares
Common Stock Conversion ratio Common Shares Converted Value of
Price (1/per share price) on conversion of Common Stock preferred
- ------------- ----------------- -------------- --------------- ---------------
0.0001 10,000.00 10,000,000,000 15,000,000 $ 1,500
0.0003 3,333.33 3,333,333,333 15,000,000 4,500
0.0007 1,428.57 1,428,571,429 15,000,000 10,500
0.0014 714.29 714,285,714 15,000,000 21,000
0.0021 476.19 476,190,476 15,000,000 31,500
0.0042 238.10 238,095,238 15,000,000 63,000
0.0050 200.00 200,000,000 15,000,000 75,000
0.0075 133.33 133,333,333 15,000,000 112,500
0.0100 100.00 100,000,000 15,000,000 150,000
0.1000 10.00 10,000,000 10,000,000 1,000,000
0.5000 2.00 2,000,000 2,000,000 1,000,000
0.7500 1.33 1,333,333 1,333,333 1,000,000
1.0000 1.00 1,000,000 1,000,000 1,000,000
</Table>
Currently, the Common shares of the Company do not trade on any over-the-
counter market or exchange; however, based on the total acquisition price of
the Common shares purchased from our former sole shareholder in March, 2006,
the shares were purchased for the equivalent of $0.0007 per share in an arms
length transaction. This amount was in excess of the undiluted net asset
value of the Common shares at the time. In order for the holder of the Class
-4-
A Preferred Stock to realize a conversion value in Common stock equal to the
$60,000 paid for the preferred shares, the market value of the Common stock
must increase by approximately 6 times, to $0.0042 per share.
The Company has amended the Certificate of Designations for the Series A
Convertible Preferred Stock, as filed with the Secretary of State of Nevada,
with the consent of the original holder of the shares, Enterprise Partners,
LLC. The amendments were designed to insure that the Series A Convertible
Preferred Stock meets the requirements of a senior security, as defined in
Section 18(g) of the 1940 Act. The Amended Certificate of Designations of
Series A Convertible Preferred Stock and the prior issuance of the Series A
Convertible Preferred Stock to Enterprise Partners, LLC was approved
unanimously by our public shareholders on June 30, 2006.
In August, 2006, Enterprise Partners, LLC, our majority common shareholder and
the sole holder of our Series A Convertible Preferred Stock, transferred
18,061,133 of the common shares held by it in private sale transactions, and
also transferred 731,519 of the Series A Convertible Preferred shares held by
it to its debenture holders (23 persons) As a result of these transactions,
Enterprise Partners, LLC now holds 10,558,267 shares of our common stock,
representing approximately 35 percent of our undiluted common stock outstanding
and 268,481 shares of our Series A Convertible Preferred Stock, representing
26.8 percent of the 1,000,000 shares outstanding, and convertible into a
maximum of 4,020,000 shares of our common stock. Therefore, Enterprise
Partners, LLC now holds a total of approximately 32.3 percent of our common
stock on a fully diluted basis, giving effect to the maximum conversion of the
Series A Convertible Preferred Stock held by it.
Effective March 20, 2006, the Company implemented a 100 for 1 forward split
of our outstanding common shares. As a result of the forward split, there
were 30,150,000 common shares then outstanding. This forward split has been
reflected retroactively on our financial statements.
We have elected to be treated as a business development company under the 1940
Act. Accordingly, we are required to comply with certain regulatory
requirements. For instance, we generally have to invest at least 70% of our
total assets in qualifying assets, including securities of private or thinly
traded public U.S. companies, cash, cash equivalents, U.S. government
securities and high-quality debt investments that mature in one year or less.
We will typically invest under normal circumstances, at least 80% of net
assets in qualified portfolio companies.
We intend to invest in companies in emerging markets and industries, most of
which will have relatively short operating histories. We do not currently
intend to invest in companies which may be considered as start-up companies,
due to the increased risk involved. The companies in which we invest are
and will be subject to all of the business risk and uncertainties associated
with any growing business enterprise, including the risk that these companies
may not reach their investment objective and the value of our investment in
them may decline substantially or fall to zero. As of March 31, 2007, we
had not yet made any portfolio or other investments.
-5-
Critical Accounting Policies
In determining the fair value of our investments, the Audit Committee will
consider valuations from our Investment Advisor, from our Investment
Committee and from management
Results of Operations
For the quarter ended March 31, 2007, we incurred consulting expenses of
$17,500, rent expense of $1,350 and other expenses totaling $3,833 compared to
consulting expenses of $10,000, rent expense of $450 and other expenses
totaling $158 for the quarter ended March 31, 2006. Our total expenses were
$22,683 for the quarter ended March 31, 2007 and $10,608 for the quarter
ended March 31, 2006. We had no income reported for either quarter.
Financial Highlights
Financial highlights of the Company for the period ending March 31, 2007
are included in Footnote 6 to our Financial Statements.
Investment Activity
We have not yet engaged in any portfolio investments and have not yet raised
significant capital to be employed in our proposed investment activities.
Long-Term Portfolio Investments
There were no portfolio investments made during the three months ended
March 31, 2007.
Investment Income
We expect to generate revenue in the form of interest income on any debt
securities that we own, dividend income on any common or preferred stock that
we own, and capital gains or losses on any debt or equity securities that we
acquire in portfolio companies and subsequently sell. We also expect to receive
fee income from providing management services to our portfolio companies. Our
investments, if in the form of debt securities, will typically have a term of
one to ten years and bear interest at a fixed or floating rate. To the extent
achievable, we will seek to collateralize our investments by obtaining
security interests in our portfolio companies assets. Our business model,
however, is to invest primarily in equity securities of our portfolio companies
and to maintain a minimal level of debt investment. We do not plan to engage in
any form of leveraged investment for the foreseeable future, and will not
engage in any co-investment transactions with any affiliated persons.
We expect to acquire minority or majority equity interests in our portfolio
companies, which may pay cash or in-kind dividends on a recurring or otherwise
negotiated basis. In addition, we may generate revenue in other forms including
commitment, origination, structuring or due diligence fees, and possibly
consultation fees. Any such fees generated in connection with our investments
will be recognized as earned. We earned no investment income during the quarter
ended March 31, 2007.
-6-
Operating Expenses
Our primary operating expenses consist of consulting, legal and professional
fees and other operating and overhead-related expenses. Operating expenses
totaled $22,683 for the quarter ended March 31, 2007 as compared to $10,608 for
the quarter ended March 31, 2006, before our election to be treated as a
business development company.
These expenses for the quarter ended March 31, 2007 consisted of general and
administrative expenses and are broken down as follows:
Consulting expenses $ 17,500
Rent 1,350
Audit fees 3,833
-------
$ 22,683
The consulting expenses were paid or due to CF Consulting, LLC, pursuant to a
Consulting Agreement under which Robert Hipple serves as our CEO, CFO and Chief
Compliance Officer for a monthly fee of $5,000 for January and February, 2007
and $7,500 for March, 2007. The rent expense represents rent paid or due to
CF Consulting, LLC for sub-leasing office space, telephone, office equipment
and related office services at the rate of $450 per month under the same
Consulting Agreement. The remaining expenses were paid or due to non-
affiliated parties, including $3,833 in professional fees to our independent
audit firm for audit services.
Net Investment Income, Net Unrealized Appreciation and Net Increase in
Stockholders Equity Resulting from Operations
Our net investment income totaled $0 for the quarter ended March 31, 2007
compared to $0 for the quarter ended March 31, 2006 and $0 for the year
ended December 31, 2006. Net unrealized appreciation totaled $0 for the quarter
ended March 31, 2007 compared to $0 for the quarter ended March 31, 2006
and $0 for the year ended December 31, 2006.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources were generated primarily from an advance
of $60,000 by our major shareholder, Enterprise Partners, LLC, which was later
converted into 1 million shares of Series A Convertible Preferred Stock, and
from the sale of common shares in March, 2007, for a total of $39,960. We
generated no cash flows from operations. In the future, we may fund a
securities or secondary offering of equity, including further exempt offerings.
We may also securitize a portion of our investments in mezzanine or senior
secured loans or other assets. Our primary use of funds will be investments in
portfolio companies.
Risk Factors
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2006, which
could materially affect our business, financial condition or future results.
-7-
The risks described in our Annual Report on Form 10-K are not the only
risks facing our Company. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating results.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are subject to financial market risks, including changes in interest rates,
equity price risk and some of the loans in our portfolio may have floating
rates in the future. We may hedge against interest rate fluctuations by using
standard hedging instruments such as futures, options and forward contracts
subject to the requirements of the 1940 Act. While hedging activities may
insulate us against adverse changes in interest rates, they may also limit our
ability to participate in the benefits of higher interest rates with respect
to our portfolio of investments. During the three months ended March 31, 2007
and the twelve months ended December 31, 2006, we did not engage in any hedging
activities.
Item 4. Controls and Procedures.
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934).
Based on that evaluation, as of March 31, 2007, the Chief Executive Officer
and the Chief Financial Officer have concluded that our current disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company that is required to be disclosed by the
Company in the reports it files or submits under the Securities Exchange Act of
1934.
Internal Control Over Financial Reporting
Our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, is responsible for establishing
and maintaining adequate internal control over financial reporting, as such
responsibility is defined in Rule 13a-15(f) of the Securities Exchange Act of
1934, and for performing an assessment of the effectiveness of internal control
of financial reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of assets that could have a material effect on the financial statements.
-8-
Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
There have been no changes in our internal controls over financial reporting
that occurred during the three months ended March 31, 2007 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a defendant in any legal action arising out of its
activities. We are not aware of any other material pending legal proceeding,
and no such material proceedings are known to be contemplated, to which we are
a party or of which any of our property is subject.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended March 31, 2007, the Company issued 133,200 common
shares under Regulation E for total proceeds of $39,960. As a result, there
are 30,283,200 common shares outstanding.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits
Exhibit Description of Exhibit
31.1 Certification of Chief Executive and Financial Officer
pursuant to Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive and Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. 1350
-9-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
_/s/__Robert Hipple____ May 14, 2007
Robert Hipple
Chief Executive Officer
-10-