UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
[X] ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2008
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________
Commission file number 000-50776
--------------------------------
AMERICAN CAPITAL HOLDINGS, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0895564
-------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1016 CLEMMONS STREET, SUITE 302
JUPITER, FLORIDA 33477
------------------------------------------------------------------------------
(Address of principal executive offices)
(561) 745-6789
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of February 29, 2008 the issuer had 23,110,680 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
AMERICAN CAPITAL HOLDINGS, Inc. Form 10-QSB FEBRUARY 29, 2008
INDEX
PART I FINANCIAL INFORMATION
PAGE NO.
ITEM 1 FINANCIAL STATEMENTS
Independent Accountants' Report . . . . . . . . . . . . . . 3
Consolidated Balance Sheets:
February 29, 2008 and May 31, 2007 (Unaudited) . . . . . . 4
Consolidated Statements of Operations:
Nine Months Ended February 29, 2008 and February 28, 2007. 5
Consolidated Statements of Operations:
Three Months Ended February 29, 2008 and February 28, 2007 6
Consolidated Statement of Changes in Shareholders' Equity:
from May 31, 2005 Through February 29, 2008 . . . . . . . 7
Consolidated Statements of Cash Flows:
for the Nine Months Ended February 29, 2008 and
February 28, 2007 . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 10
ITEM 2 Management's Discussion and Analysis or Plan of Operation . . 20
ITEM 3 Controls and Procedures . . . . . . . . . . . . . . . . . . . 23
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 2 Unregistered Sales of Equity Securities and Use of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . . 24
ITEM 4 Submission Of Matters to a Vote Of Security Holders. . . . . . 24
ITEM 5 Other Information . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . 25
Exhibit 31.1 Certification required under Section 302 of . . 26
the Sarbanes-Oxley Act of 2002 by the CE0
Exhibit 31.2 Certification required under Section 302 of . . 27
the Sarbanes-Oxley Act of 2002 by the CFO
Exhibit 32 Certification of CEO and CFO Pursuant to . . . . 28
Section 906 of the Sarbanes-Oxley Act
2
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U. S. Highway 1, Suite 100
North Palm Beach, Florida 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
American Capital Holdings, Inc.
Jupiter, Florida
We have reviewed the accompanying consolidated balance sheet of American Capital
Holdings, Inc. as of February 29, 2008 and May 31, 2007 and the related
consolidated statements of operations for the nine-month periods ended February
29, 2008 and February 28, 2007, the consolidated statement of cash flows for the
nine-month period ending February 29, 2008 and the consolidated statement of
changes in shareholders' equity from May 31, 2005 through February 29, 2008.
These financial statements are the responsibility of the company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the U.S. generally accepted auditing standards of the Public Company
Accounting Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
April 14, 2008
3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 2008 MAY 31, 2007
------------- ------------
ASSETS
Current Assets
Cash and Cash Equivalents $ 229 $ 283
Notes Receivable 149,869 155,785
Loans Receivable Related Parties 48,169 82,989
Prepaid Expenses 23,540 48,979
------------ ------------
Total Current Assets 221,807 288,036
------------ ------------
Property and Equipment, net 17,780 25,580
------------ ------------
Other Assets
Trading Securities 1,206,490 806,029
Intangible Assets, net 8,938 8,938
Insurance Licenses 19,600 19,600
------------ ------------
Total Other Assets 1,235,028 834,567
------------ ------------
TOTAL ASSETS $ 1,474,615 $ 1,148,183
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 349,340 $ 277,164
Accrued Expenses 420,368 320,526
Loans Payable-Shareholders 339,936 367,196
Notes Payable 325,450 325,450
------------ ------------
Total Current Liabilities 1,435,094 1,290,336
------------ ------------
Total Liabilities 1,435,094 1,290,336
------------ ------------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 23,110,680 with
800,000 unissued and 21,110,680 with
800,000 unissued 2,391 2,191
Paid-in-Capital 17,565,963 17,546,163
Retained Deficit (17,337,680) (17,690,507)
Accumulated Comprehensive Loss (191,153) -
------------ ------------
Total Stockholders' Equity 39,521 (142,153)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,474,615 $ 1,148,183
=========== ===========
See accompanying summary of accounting policies, notes to financials to
financial statements and independent accountants' review report..
4
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007
FEBRUARY 29, 2008 FEBRUARY 28, 2007
----------------- -----------------
Revenues
Net Sales $ - $ -
Cost of Sales (7,800) (7,800)
------------ ------------
Gross Profit (7,800) (7,800)
------------ ------------
Operating Expenses
General and Administrative 131,812 342,005
reimbursed expenses (518,793) (302,792)
------------ ------------
Total Operating Expenses (386,981) 39,213
------------ ------------
Income/(Loss) from Operations 379,181 (47,013)
------------ ------------
Other Income (Expense)
Interest Income 5,995 7,638
Interest Expense (32,349) (43,041)
Loss on Disposition
of Marketable Securities - -
------------ ------------
Net Other Expenses (26,354) (35,403)
------------ ------------
Net Income/(Loss) Before
Other Comprehensive Losses 352,827 (82,416)
Other Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (191,153) -
------------ ------------
Total Comprehensive Loss (191,153) -
------------ ------------
Net Income / (Loss) $ 161,674 $ (82,416)
============ ============
Basic and Diluted
Net Loss Per Common Share $ .007 $ (.004)
============ ============
Weighted Average Shares Outstanding 21,993,892 20,501,757
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007
FEBRUARY 29, 2008 FEBRUARY 28, 2007
----------------- -----------------
Revenues
Net Sales $ - $ -
Cost of Sales (2,600) (2,600)
------------ ------------
Gross Profit (2,600) (2,600)
------------ ------------
Operating Expenses
General and Administrative 29,599 89,584
reimbursed expenses (37,000) (85,000)
------------ ------------
Total Operating Expenses (7,401) 4,584
------------ ------------
Income/(Loss) from Operations 4,801 (7,184)
------------ ------------
Other Income (Expense)
Interest Income 1,969 1,969
Interest Expense (11,682) (10,643)
------------ ------------
Net Other Expenses (9,713) (8,674)
------------ ------------
Net Income/(Loss) Before
Other Comprehensive Losses (4,912) (15,858)
Other Comprehensive Income / (Loss)
Unrealized Holding Loss During Period 72,525 -
------------ ------------
Total Comprehensive Loss 72,525 -
------------ ------------
Net Income / (Loss) $ 67,613 $ (15,858)
============ ============
Basic and Diluted
Net Loss Per Common Share $ .003 $ (.001)
============ ============
Weighted Average Shares Outstanding 23,110,680 21,110,680
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM JUNE 1, 2005 THROUGH FEBRUARY 29, 2008
Number of At Par Accum. other Total
Shares Value Add'l Paid Retained Comprehen- Stockholder
Issued $.0001 in Capital Deficit sive Inc. Equity
---------- ------ ----------- ---------- ---------- -----------
Bal 5/31/05 17,398,903 $1,870 $16,581,195 $(15,378,157) $(152,718)$1,052,190
Sale of Common
Stock 143,750 14 259,986 - - 260,000
Conversion of debt
and accrued interest
to equity 590,027 59 632,468 - - 632,527
Issuance of 500,000
Shares previously recorded
as unissued 500,000 - - - - -
Sale of Stock 26,000 3 46,997 - - 47,000
Warrants Issued and
Exercised, payment for
Accrued Interest
Payable 250,000 25 2,475 - - 2,500
Adjustment to Prior
Years Unrealized
Holding Loss - - - - 152,718 152,718
Dividends Paid - - - (621,327) - (621,327)
Net Loss - - - (1,764,119) - (1,764,119)
----------- ------- ----------- ------------ ---------- ----------
Bal 05/31/06 18,908,680 1,971 17,523,121 (17,763,603) 0 (238,511)
Stock issued 2,202,000 220 23,042 0 0 23,262
Net Income 0 0 0 73,096 0 73,096
----------- ------- ----------- ------------ ---------- ----------
Bal. 5/31/07 21,110,680 $2,191 $17,546,163 (17,690,507) $ 0 $ (142,153)
Stock issued 2,000,000 200 19,800 0 0 20,000
Accumulated other
Comprehensive loss - - - - (191,153) (263,678)
Net Income 0 0 0 352,827 0 352,827
----------- ------- ----------- ------------ ---------- ----------
Bal 02/29/08 23,110,680 $2,391 $17,565,963 $(17,337,680) $(191,153) $ 39,521
=========== ======= =========== ============ ========== ==========
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007
FEBRUARY 29, 2008 FEBRUARY 28, 2007
_______________ _____________
Cash Flows From Operating Activities
Cash refunded from suppliers $ 4,398 $ 0
Cash paid to suppliers of goods
and services (562) (185,730)
Interest Paid 0 (12,740)
Interest Received 4 68
_______________ _____________
Net Cash Flows Used in
Operating Activities 3,840 (198,401)
_______________ _____________
Cash Flows From Investing Activities
Purchase of Equipment 0 0
Return of Investment Deposit 0 0
______________ _____________
Net Cash Flows Provided By
(Used In) Investing Activities 0 0
_______________ _____________
Cash Flows From Financing Activities
Loans from Related Companies 227 334,986
Repayment of Loans from Related Companies (4,121) (170,493)
Payment for Debtor in Possession financing 0 0
Proceeds from Sale of Stock 0 29,300
Purchase of Notes Receivable 0 0
Payments on Notes Payable 0 0
_______________ _____________
Net Cash Flows Provided By
Financing Activities (3,894) 193,793
_______________ _____________
Net Increase / (Decrease) in Cash (54) (4,608)
Cash and Cash Equivalents at
Beginning of Period, June 1, 2007 and 2006 283 5,287
_______________ _____________
Cash and Cash Equivalents at
End of Period, February 29, 2008 and 2007 $ 229 $ 679
=============== =============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
FEBRUARY 29, 2008 FEBRUARY 28, 2007
----------------- -----------------
Net Income (Loss) $ 161,674 $ (82,416)
Add Non-Cash Items:
Decrease in Notes Receivable 5,916 (2,011)
Decrease in Notes Receivable Related Co. 34,820 -
Depreciation 7,800 7,800
Uncomprehensive Holding Loss 191,153 -
Cash was increased by:
Increase in Accrued Expenses 99,842 108,463
Increase in Account Payable 72,176 50,705
Decrease in Prepaid Expenses 25,439 -
Cash was decreased by:
Decrease in Accounts Payable - -
Increase in Prepaid Expenses - (58,635)
Trading Securities received for services (594,980) (285,308)
_______________ _______________
Net Cash Flows Used in
Operating Activities $ 3,840 $ (198,401)
=============== ===============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE A - DESCRIPTION OF BUSINESS
American Capital Holdings, Inc. (American Capital Holdings) is a Florida
Corporation whose primary business consists of insurance and proprietary
financial products designed to utilize tax incentives, and mitigate the impact
of balance sheet liabilities. The Company's main office is located at 1016
Clemmons Street, Suite 302, Jupiter, Florida 33477, and the telephone number is
(561) 745-6789.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation, Use of Estimates
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
Revenue and dividends from investments are recognized at the time the investment
dividends are declared payable by the underlying investment. Capital gains and
losses are recorded on the date of sale of the investment.
Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable at
year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
Depreciation
Property and equipment are recorded at cost and depreciated over the estimated
useful lives of the related assets. Depreciation is computed using the straight-
line method.
Amortization
The accounting for a recognized intangible asset acquired after June 30, 2001 is
based on its useful life to the Company. If an intangible asset has a finite
life, but the precise length of that life is not known, that intangible asset
shall be amortized over management's best estimate of its useful life. An
intangible asset with a indefinite useful life is not amortized. The useful
life to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.
Investments
Investments are stated at the lower of cost or market value.
10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE C - BUSINESS COMBINATION
The company acquired the net assets of I.S. Direct New York, an unrelated
company, through a reverse merger with its wholly owned subsidiary of I.S.
Direct Agency, Inc. The acquisition was accounted for as a business combination
in accordance with SFAS 141, paragraphs nine through twelve. I.S. Direct, Inc.
issued its shares of American Capital common stock it received in the exchange
of its stock at its inception with American Capital for the net assets of I.S.
Direct New York. The assets acquired by I.S. Direct, Inc., a wholly owned
subsidiary, include life and health insurance licenses to operate in all fifty
states, $980,000 and website and software costs for $20,000. The two assets of
I.S. Direct are included in the Consolidated Balance Sheet of American Capital
Holdings, Inc. All intercompany transactions have been eliminated at
consolidation. The licenses and software costs have been written down to their
estimated fair value of $19,600 at May 31, 2007.
NOTE D - NOTES RECEIVABLE
Notes Receivable at February 29, 2008 and May 31, 2007 consist of the following:
Feb. 29 08 May 31 07
--------- ---------
8% non-collateralized notes due on demand.
Interest is payable quarterly. Included in the balance
is $39,859 and 33,879 of accrued interest receivable. $ 149,869 $ 143,879
Nine 8% promissory notes purchased from holders of notes
with Air Media Now, Inc. By mutual agreement of both
parties, these notes are not accruing interest. 0 11,906
--------- ---------
Total Notes Receivable $ 149,869 $ 155,785
========= =========
All the notes receivable have been determined to be collectable and therefore,
management has not established an allowance for doubtful accounts.
NOTE E - LOANS RECEIVABLE RELATED PARTIES
The loans receivable from related corporate entities are non-collateralized,
non-interest bearing and are due on demand. During the nine months ending
February 29, 2008, eCom, a related party, repaid American Capital $363,762 by
issuing 121,254,133 shares of common stock. On November 29, 2004, eCom
was adjudicated as a Chapter 11 Debtor in the involuntary bankruptcy
proceedings of the United States Bankruptcy Court - Southern District of
Florida (In Re: Case No. 04-34535 BKC-SHF). On March 28, 2008 United
States Southern District of Florida Bankruptcy Court Order Granting Debtor-In-
Possession's Motion For Final Decree Closing Case.
11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE E - LOANS RECEIVABLE RELATED PARTIES - CONTINUED
The loans due American Capital as of February 29, 2008 and May 31, 2007 are as
follows:
February 29, 2008 May 31, 2007
--------------- ------------
eCom eCom.com Inc. 0 0
AmEnviro,Inc. 43,098 43,098
USA Performance Products 3,862 3,862
A Super Deal.com 0 5,960
Swap and Shop.net 0 2,920
A Classified Ad 0 5,390
Diamond Energy 0 6,280
Green Energy Group 0 0
CRT Holdings, Inc. (FL) 0 5,160
eSecureSoft Company 0 0
American Environmental, Inc. 0 9,110
Other 1,209 1,209
--------- --------
Total $ 48,169 $ 82,989
========= ========
NOTE F - INVESTMENTS
Available-for-Sale Securities:
eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/PINK:ECEC.
eCom was the former parent of USA SportsNet Company. As of February 29, 2008
American Capital Holdings, Inc., owns 145,049,370 common shares of eCom.
American Capital Holdings will be distributing 23,910,680 shares to its
shareholders of record on April 14, 2008. The Company's investment amounts to
58.3% of the outstanding shares of eCom before the distribution and 48.7% after
distributing shares to its shareholders.
During the nine months ending February 29, 2008, by mutual agreement, the
Company's cost basis of the 145,049,370 shares of eCom eCom.com, Inc. had a cost
basis of $541,872. The market value of these shares as of February 29, 2008 was
$362,623. The loss of $179,248 has been recorded as a net unrealized holding
loss during the nine months ending February 29, 2008.
Shares issued to American Capital Holdings during the nine months ended
February 29, 2008 for services rendered are as follows:
12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE F - INVESTMENTS - CONTINUED
Shares issued during Total Shares Cost of
the nine months end. held on Shares held
Company name Feb. 29, 2008 Feb. 29, 2008 on Feb. 29, 08
---------------------- ------------- -------------- --------------
eSecureSoft Company 2,587,500 11,454,564 $ 114,546
USAS Digital 3,103,500 14,218,497 142,185
Green Energy Group 0 3,786,626 37,866
AAB National 3,215,500 11,111,590 111,116
A Classified Ad 3,126,500 11,220,554 112,206
Core Medical Group 2,879,500 10,968,692 109,687
A Super Deal 3,183,500 11,788,420 117,884
MyZipSoft 3,498,500 9,837,558 98,376
eCom eCom.com 121,254,133 145,049,370 541,872
---------------------- ------------- -------------- --------------
Marketable Securities 142,848,633 229,435,871 $ 1,385,738
Air Media Now!, Inc. is a Florida Corporation and trades on the OTC/PINK:AMNW.
As of February 29, 2008 American Capital Holdings, Inc., owns 79,892,019 common
shares of Air Media Now. The Company's investment amounts to 52.6% of the
outstanding shares of eCom. As a part of an acquisition of ACHI on January 12,
2004, the Company acquired approximately 53 million shares common shares of Air
Media Now!, Inc. (Air Media Now). Air Media Now owned the rights to market
certain intellectual property that had never been fully developed by its
previous owners. American Capital Holdings, Inc. wrote off any and all of its
recorded investment in Air Media Now as an impairment expense in the year ended
May 31, 2004. Air Media Now is a consolidated subsidiary of American Capital
Holdings at February 29, 2008 and May 31, 2007. Air Media Now has no assets but
is currently traded on the pink sheets (AMNW:PK). The stock was trading at $.03
at February 29, 2008. On October 26, 2007 Air Media Now!, Inc. filed form
10SB12G and as of December 26, 2007 became a fully reporting company subject to
the filing requirements of the Securities and Exchange Commission.
NOTE G - PROPERTY AND EQUIPMENT
Equipment is stated at cost less depreciation. As of February 29, 2008,
equipment consisted of computer hardware, software, and office furniture and
equipment. Depreciation expense of $7,800 and $10,100 has been recorded for the
periods ending February 29, 2008 and May 31, 2007 respectively.
NOTE H - PREPAID EXPENSES
Prepaid expenses consist primarily of retainers paid for legal work for the
Company, along with prepaid registration fees submitted to the Securities and
Exchange Commission in anticipation of future security registrations.
NOTE I - INTANGIBLE ASSETS
Intangible assets consist of website software development costs, and fees
related to applications for patents and trademarks. The intangible assets are
not in use and are currently not being amortized.
13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE J - LOAN PAYABLE RELATED PARTY
As of February 29, 2008 and May 31, 2007 loans payable to shareholders in the
amount of $339,936 and $367,196 are due on demand.
NOTE K - NOTES PAYABLE
Promissory Notes as of February 29, 2008 and May 31, 2007 consisted of:
February 29, 2008 May 31, 2007
-------------- -------------
Four interest bearing, non-collateralized loans.
The loans have various maturities throughout 2006. $ 325,450 $ 325,450
---------- ---------
Total Notes Payable 325,450 325,450
Less Current Portion (325,450) (325,450)
---------- ---------
Net Long-term Debt $ 0 $ 0
========== =========
The short-term notes payable mature as follows:
February 29, 2008 $ 325,450 $ 325,450
---------- ---------
Total Notes Payable $ 325,450 $ 325,450
========== =========
The notes and loans can be converted to shares of the Company's $.0001 par
value common stock at the option of the holder. The notes pay interest at 10%
per annum. Interest is paid quarterly. The loan can be converted at 80% of
the average closing price of Company's common stock for the preceding five (5)
consecutive trading days with a floor of $1.
NOTE L - WARRANTS
The Company has issued 1,005,000 detachable warrants for each dollar of debt as
described in Note L above. Management has determined that the value of the
detachable warrants to be $.01 on the date of issuance and have charged paid in
capital $10,050 during the period. Each warrant entitles the holder to
purchase one (1) share of common stock at $.01. The Company also issued
400,000 warrants to one of the former owners of IS Direct Agency for providing
his insurance licensing in all fifty states. The warrants can be exercised for
$.01 each. An additional 216,209 warrants were issued in connection with the
Spaulding acquisition, one warrant for every ten shares owned. Each unit of
Spaulding entitled the owner to one warrant with an exercise price of $6.00.
As of February 29, 2008 there remains no outstanding warrants which expired
during the year ending May 31, 2006.
14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 29, 2008
NOTE M - DIVIDENDS
The Company paid certain expenses on behalf of the various related companies
that were spun off from eCom eCom.com, Inc. The payable on the books of the
spin off company, which is an account receivable on the books of American
Capital Holdings, was converted to common stock of that company. It was not
the intention of American Capital to be a holding company so it, therefore,
distributed the newly acquired shares of common stock, pro-rata to the current
stockholders of American Capital on August 6, 2006.
On March 31, 2008 Joint Plan Proponent American Capital Holdings, Inc. and
Debtor, eCom eCom.com, Inc. ("Proponents") received a March 28, 2008 United
States Southern District of Florida Bankruptcy Court Order Granting Debtor-In-
Possession's Motion For Final Decree Closing Case (C.P. #361) and Final Decree
(See Exhibits 1 and 2) issued by the Honorable Paul G. Hyman, Jr. which closed
eCom's successful Plan of Reorganization in re: Case No. 04-35435-BKC-PGH.
In accordance with American Capital Holdings, Inc's August 22, 2006 8-K filing
American Capital Holdings, Inc. plans to distribute the Twenty Three Million
Nine Hundred Ten Thousand Six Hundred Eighty (23,910,680) common shares as a
special reorganization disbursement property dividend to American Capital
Holdings, Inc. shareholders. Pursuant to the Plan, the shares were issued by
eCom at .026 per share. The shares are subject to forward or reverse splits and
are currently being held in escrow. As previously mentioned in the
aforementioned August 22, 2006 8-K filing, the proposed record date for this
proposed stock dividend was set five (5) business days subsequent to the Plan of
Reorganization's final decree confirmation by the Bankruptcy Court. Due to the
ten (10) day United States Bankruptcy Code notice requirements, the record date
is set for 5:00 p.m. EST on April 14, 2008. This dividend is classified as a
final eCom Plan of Reorganization disbursement property dividend, which will
require the following instructions for each American Capital Holdings, Inc.
shareholder.
1. In order to perfect delivery of your property dividend shares, if your shares
are held in a brokerage account, you must have your broker forward to our
offices verification of the amount of shares held in your account, your current
mailing and e-mail addresses. The mailing address is required for proof of
delivery of the dividend shares whereby we can file a final report with the
United States Bankruptcy Court. The e-mail address is required for future
communications regarding eCom and the other spin off companies.
2. If your shares are currently held individually in your name in certificate
form, please notify American Capital Holdings, Inc. either through (a) United
States regular mail at 1016 Clemmons Street, Suite 302, Jupiter, FL 33477-3305;
or (b) by facsimile at 561.337.9356; or (c) by e-mail at dividend@achusa.com.
These Twenty Three Million Nine Hundred Ten Thousand Six Hundred Eighty
(23,910,680) eCom escrowed shares will be distributed on a pro-rata basis based
on completion of the above listed criteria.
Due to the extensive amount of certificate and address preparation, the
estimated date to begin mailing these dividend shares is April 30, 2008.
15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE N - COMMITMENTS AND CONTINGENCIES
The Company leased approximately 1,231 square feet office facilities in Palm
Beach Gardens, Florida under an operating lease of $2,331 per month which
expired on January 31, 2007. ISDA leased approximately 200 square feet of
office facilities in Buffalo, NY under a month to month agreement of $425.00
per month. The Company no longer maintains an office in Buffalo, NY.
Future minimum lease payments including sales tax as of February 29, 2008 are:
Fiscal Years ending:
February 29, 2008 0
--------
Total Minimum Lease Payments $ 0
Rent expense for the six month period ending February 29, 2008 was $0.
NOTE O - INCOME TAXES
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of February 29, 2008 totals approximately
$16,000,000. These carry-forwards, which will be available to offset future
taxable income, and expire beginning in May 31, 2024.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.
The Company accounts for income taxes in accordance with FASB Statement No. 109,
Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits
that are available to offset future taxable income and income taxes,
respectively. A valuation allowance is provided if it is more likely than not
that some or all of the deferred tax assets will not be realized. To facilitate
the purchase of the assets of ACHI, the Company recorded a one for twenty
reverse split on the Effective Date of the currently outstanding common stock,
while maintaining the conversion and exercise prices of the Senior Notes, the
Secured Notes, the Subordinated Notes and the related warrants. All prior
period share and per-share amounts have been restated to account for the reverse
split. Any fractional shares remaining after the reverse split will be paid out
in cash to the shareholder on the Effective Date.
16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE O - INCOME TAXES - CONTINUED
Warrants were granted to Promissory Noteholders with detachable warrants.
Management has determined that the fair value of each warrant is $0.01.
The computation of diluted loss per share before extraordinary item for
the periods ending February 29, 2008 and February 28, 2007 do not include shares
from potentially dilutive securities as the assumption of conversion or exercise
of these would have an antidilutive effect on loss per share before
extraordinary items. In accordance with generally accepted accounting
principles, diluted loss per share from extraordinary item is calculated using
the same number of potential common shares as used in the computation of loss
per share before extraordinary items.
NOTE P - DEFERRED TAX ASSET
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities. Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
Feb. 29, 2008 May 31, 2007
------------- --------------
Loss carry forward for tax purposes $ 16,000,000 $ 16,000,000
============= ==============
Deferred tax asset (34%) 5,600,000 5,600,000
Valuation allowance (5,600,000) (5,600,000)
------------- --------------
Net deferred tax asset $ - $ -
============= ==============
No provision for federal and state income taxes has been recorded because
the Company has incurred net operating losses since inception. The Company's
net operating loss carry-forward as of February 29, 2008 was approximately
$16,000,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.
The Company does not believe that the realization of the related net
deferred tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from
such loss carry forward has been fully reserved.
NOTE Q - SUBSEQUENT EVENTS
On March 31, 2008 Joint Plan Proponent American Capital Holdings, Inc. and
Debtor, eCom eCom.com, Inc. ("Proponents") received a March 28, 2008 United
States Southern District of Florida Bankruptcy Court Order Granting Debtor-In-
Possession's Motion For Final Decree Closing Case (C.P. #361) and Final Decree
(See Exhibits 1 and 2) issued by the Honorable Paul G. Hyman, Jr. which closed
eCom's successful Plan of Reorganization in re: Case No. 04-35435-BKC-PGH. Read
Note M - DIVIDENDS for details on the dividend distribution of the 23,910,680
shares that will be distributed pursuant to the Joint Plan.
17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE R - RELATED PARTY TRANSACTIONS
The Company has receivables from nine related entities of $48,169 as of February
29, 2008 and $82,989 as of May 31, 2007 the receivables are due on demand.
The following shares where issued to American Capital Holdings by the following
companies as compensation for prior advances and services.
Shares issued to American Capital Holdings during the twelve months ended
May 31, 2006 and distributed to the shareholders of American Capital
Holdings, Inc. to shareholders of record of American Capital Holdings as of
August 31, 2005 and November 30, 2005 and February 28, 2006 are as follows:
Shares Shares Shares
Distributed on Distributed on Distributed on
Company name August 31, 2005 November 30, 2005 February 28, 2006
---------------------- --------------- ----------------- -----------------
eSecureSoft Company 6,560,606 743,531 702,425
USAS Digital 4,502,351 1,050,875 1,266,658
Pro Card Corporation 5,265,896 1,463,125 593,125
AAB National 7,099,350 952,500 836,453
A Classified Ad 3,694,725 1,722,500 728,750
Swap and Shop 3,886,226 747,475 869,375
A Super Deal 6,757,351 856,750 916,005
MyZipSoft 10,826,190 0 510,550
The Company has received loans from various Officers and Directors. As of
February 29, 2008, the company owes $124,470 to Barney Richmond and $10,152 to
Richard Turner.
NOTE S - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations
with an effective date for financial statements issued for fiscal years
beginning after June 15, 2002. The statement addresses financial accounting
and reporting for obligations related with the retirement of tangible
long-lived assets and the costs associated with asset retirement. The
statement requires The recognition of retirement obligations which will,
therefore, generally increase liabilities; retirement costs will be added to
the carrying value of long-lived assets, therefore, assets will be increased;
and depreciation and accretion expense will be higher in the later years of an
assets life than in earlier years. The Company adopted SFAS No. 143 at January
1, 2002. The adoption of SFAS No. 143 had no impact on the Company's operating
results or financial positions.
The FASB also issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets and is effective for financial statements issued
for fiscal years beginning January 1, 2002. This statement addresses
financial accounting and reporting for the impairment or the disposal of long-
lived asset. An impairment loss is recognized if the carrying amount of a
long-lived group exceeds the sum of the undiscounted cash flow expected to
result from the use and eventual disposition of the asset group. Long-lived
assets should be tested at least annually or whenever changes in circumstances
18
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE S - RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED
indicate that its carrying amount may not be recoverable. This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002, and there was
no impact on the Company's operating results or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections
("SFAS No. 145"). SFAS No. 145 eliminates the requirement to classify gains
and losses from the extinguishment of indebtedness as extraordinary, requires
certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to
existing pronouncements. SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003 and did not have a
material effect on the Company's financial position or results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003. This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer. The Company
has adopted SFAS No. 150, and there has been no impact on the Company's
operating results or financial position.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue
to be amortized and tested for impairment in accordance with pre- SFAS
No. 142 requirements until adoption of SFAS No. 142. Under the provision of
SFAS No.142, intangible assets with definite useful lives will be amortized to
their estimated residual values over those estimated useful lives in proportion
to the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in
the Company's consolidated financial statements as of the date of this report.
19
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
American Capital Holdings, Inc., ("ACH") is a holding company which owns five
(5) proprietary financial products. These products are known as Guaranteed
Principle Insured Convertible Securities ("GPICS (TM)"), Energy Tax Incentive
Preferred Securities ("ETIPS(TM)"), Equipment Tax Incentive Convertible
Securities ("ETICS(TM)"), Guaranteed Pension Accounting Contract Solutions
("GPACS(TM)") and Government Pension Accounting Contract Solutions
("GPACS(TM)"). The GPACS(TM) products are designed to provide solutions for
unfunded government and private sector pension plan liability. The GPICS(TM),
ETIPS(TM) and ETICS(TM) products are investment structures designed to
facilitate the use of energy and depreciation tax incentives while insuring the
capital investment through guarantees of principal. Our Chairman, Barney A.
Richmond, has applied for a patent for one of these products, known as
Government Pension Accounting Contract Solutions (GPACS(TM)). If and when the
patent is granted, Mr. Richmond will assign the patent to ACH.
The GPACS(TM) and some of our other products use insurance as a part of their
structures. The insurance contracts will be written through several licensed
insurance carriers.
IS Direct is a wholly-owned subsidiary of ACH, and is a licensed insurance
agency through which we will sell our products. On May 1, 2006 Vince Cherrix
became President of IS Direct. Mr. Cherrix is currently licensed for property
and casualty insurance, and life and health insurance and annuities in Florida,
South Carolina, Pennsylvania and Maryland. With the hiring of Mr. Cherrix, the
business plan of IS Direct has changed. IS Direct had expected to obtain the
necessary licenses for it to operate in all 50 states, it will now focus on
selling its GPAC's products through agents of licensed insurance carriers. Due
to the fact that the company will no longer incur the cost of maintaining
licenses in all 50 states, the company wrote down the value of its goodwill
associated with the insurance licenses. The company also wrote down the value
of the company's website during the current fiscal year.
On October 30, 2004, we entered into an agreement to purchase 80% of
Cosmopolitan Life Insurance Company. On July 8, 2005 management withdrew its
application to acquire Cosmopolitan Life Insurance due to financial issues
uncovered during our due diligence investigation. Management is currently
looking at recovering the surplus note which requires Arkansas Department of
Insurance approval.
ACH's principal executive offices are currently located at 1016 Clemmons St.,
Suite 302, Jupiter, FL 33477, and our telephone number is (561) 745-6789. The
Company's fiscal year ends May 31, 2007.
Business Strategy
We intend to use the financial products of our subsidiaries as solutions,
addressing the needs of governmental and private sector businesses regarding
unfunded pension liabilities and other post-employment benefit ("OPEB")
liabilities. We also plan to sell annuities and other insurance products,
through our subsidiaries, to both the public and private sectors. We also
intend to invest and/or sell our proprietary ETIPS(TM) and ETICS(TM) products
in the public marketplace.
20
AMERICAN CAPITAL HOLDINGS, INC.
Our GPACS(TM) products, which refers to both the Guaranteed Pension Accounting
Contract Solutions product and the Government Pension Accounting Contract
Solutions product, relate to a business method of adjusting the balance sheet
of a business or governmental organization, and particularly to a system for
organizing the unfunded obligations of the organization so that the liability
on the balance sheet becomes offset by an asset. The product also provides a
systematic investing capability to enhance the profitability of the
organization and the improved treatment of tax obligations.
GPACS was created in response to the General Accounting Standards Board
("GASB") Statement 45, which generally requires state and local governmental
employers to account for and report the annual cost of OPEB and the outstanding
obligations and commitments related to OPEB in essentially the same manner as
currently required pension obligations. Annual OPEB costs for most employers
will be based on actuarially determined amounts that, if paid on an ongoing
basis, generally would provide sufficient resources to pay benefits as they
come due. The provisions of Statement 45 do not require governments to fund
their OPEB plans.
An employer may establish its OPEB liability at zero as of the beginning of the
initial year of implementation. However, the unfunded actuarial liability is
required to be amortized over future periods. Statement 45 is effective for
periods beginning after December 15, 2006, 2007, or 2008, depending on the size
of the government entity based on annual revenues used for GASB 34
implementation requirements.
In May of 2004, the GASB issued a corresponding "plan" statement, Statement 43
- Financial Reporting for Postemployement Benefit Plans Other than Pension
Plans. Statement 43 is effective one year prior to Statement 45. This
statement requires a statement of plan net assets, statement of changes in plan
net assets, schedule of funding progress, and schedule of employer
contributions in the stand-alone financial reports of OPEB plans, as well as in
the financial statements of governments having OPEB trust funds.
Actuarial services will be required one year earlier if the "plan" Statement 43
is applicable, unless an alternative measurement method is utilized. However,
the alternative measurement method is only an option for plans with a total
membership of fewer than one hundred. Many OPEB plans are currently paying
benefits on a pay-as-you-go basis. If a government does not have an acceptable
trust or equivalent arrangement established, actuarial valuations will not be
necessary until Statement 45 is effective. Establishing a trust may be an
option for funding OPEB benefits; employers should consider the impact of
required actuarial services.
Our GPICS(TM), ETIPS(TM) and ETICS(TM) products are each investment structures
designed to maximize the benefit of energy and equipment tax incentives, in
order to facilitate investment in energy related and other business
enterprises. An essential feature of these products is a guarantee of the
principal invested, as a result of the structuring of the investment.
Upon the completion of our pending proposed acquisition of an insurance carrier,
the carrier will be used to underwrite the insurance policies required by our
GPACS products. IS Direct will be the agency used to write the policies.
21
AMERICAN CAPITAL HOLDINGS, INC.
Results of Operations:
Comparison of the nine months ended February 29, 2008 with the nine months
ended February 28, 2007.
Revenue for the nine month period ended February 29, 2008 was $0 compared to
$0 recorded during the same period of the prior year.
Gross profit reflects a loss of $7,800 in the current year versus a loss of
$7,800 for the prior years six month period. Depreciation expense
contributed $7,800 to the current years deficit in gross profit and $7,800 to
the prior years nine month period deficit.
General and administrative costs of $131,812 for the current nine month period
reflect costs of staffing our administrative and sales. This represents
a $210,193 decrease from the administrative costs incurred for the nine months
ending February 28, 2007. During the current nine month period the Company
charged eCom a restructuring charge of $428,966 to reimburse the Company for its
legal and administrative fees to carry out the reorganization of eCom. The
Company also charged the other spin-off companies $89,827 during the current
nine month period.
Our operations for the nine months ended February 29, 2008 resulted in a net
income from operations of $379,181 versus a net loss of 47,013 for the nine
months ended February 28, 2007.
An unrealized holding loss incurred by the deline in market value of the eCom
eCom.com stock resulted in a total comprehensive loss of $191,153 during the
current nine month period.
Net Income for the nine months ended February 29, 2008 resulted in a net
income of $161,674 versus a net loss of 82,416 for the nine months ended
February 28, 2007.
Liquidity and Capital Resources:
As of February 29, 2008 current assets totaled $221,807 compared to $288,036
at May 31, 2007. The $66,229 decrease was due to decreases in prepaid expenses
and loans from related companies. The other related companies reduced their
amount due the Company by issuing stock valued at $594,980 during the nine month
period ending February 29, 2008.
Accounts Payable increased from $277,164 to $349,340 during the current nine
months. Current Liabilities increased from $1,290,336 at the end of the prior
fiscal year to $1,435,094 at the end of the current quarter, an increase of
$144,758 due to the increase in accounts payable and accrued expenses during the
nine months ending February 29, 2008.
To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions. Any sale of additional equity
securities will result in dilution to our shareholders.
22
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of the Company's Disclosure Controls and Internal Controls:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/Chairman
("CEO")and Chief Financial Officer ("CFO"). As a result of this review, the
Company adopted guidelines concerning disclosure controls and the establishment
of a disclosure control committee made up of senior management.
Limitations on the Effectiveness of Controls:
The Company's management, including the CEO/CHAIRMAN and CFO, does not expect
that its Disclosure Controls or its 'internal controls and procedures for
financial reporting' ("Internal Controls")will prevent all error and all fraud.
control system, no matter how well conceived and managed, can provide only
reasonable assurance that the objectives of the control system are met. The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.
Conclusions:
Based upon the Controls Evaluation, the CEO/CHAIRMAN and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.
In accordance with SEC requirements, the CEO/CHAIRMAN and CFO note that, since
the date of the Controls Evaluation to the date of this Quarterly Report, there
have been no significant changes in Internal Controls or in other factors that
could significantly affect Internal Controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
23
AMERICAN CAPITAL HOLDINGS, INC.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
On or about October 10, 2006, a stockholder of the Company filed suit in the
California Superior Court but the lawsuit was removed to the United States
District Court for the Eastern District Court of California. American Capital
Holdings, the defendant, move to have the case transferred to the United States
District Court for the Southern District of Florida based on the venue being
improper. On February 28, 2007 the U.S. District Judge then presiding over the
case granted defendant's motion and ordered that the case be transferred. The
case has not yet been transferred or re-filed.
ITEM 2. Unregistered sales of equity securities and use of proceeds.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Information.
None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CE0 on page 26
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page 27
Exhibit 32 Section 1350 Certification on page 28
(b) Reports on Form 8-K:
Form 8-K filed April 4, 2008
accession number 0001288012-08-000002 stating:
On March 31, 2008 Joint Plan Proponent American Capital Holdings, Inc.
and Debtor, eCom eCom.com, Inc. ("Proponents") received a March 28, 2008
United States Southern District of Florida Bankruptcy Court Order
Granting Debtor-In-Possession's Motion For Final Decree Closing Case
(C.P. #361) and Final Decree issued by the Honorable Paul G. Hyman, Jr.
which closed eCom's successful Plan of Reorganization.
In accordance with American Capital Holdings, Inc's August 22, 2006 8-K
filing American Capital Holdings, Inc. plans to distribute the Twenty
Three Million Nine Hundred Ten Thousand Six Hundred Eighty (23,910,680)
common shares as a special reorganization disbursement property dividend
24
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 6. Exhibits and Reports on Form 8-K. - (CONTINUED)
to American Capital Holdings, Inc. shareholders. Pursuant to the Plan,
the shares were issued by eCom at .026 per share. The shares are subject
to forward or reverse splits and are currently being held in escrow. As
previously mentioned in the aforementioned August 22, 2006 8-K filing,
the proposed record date for this proposed stock dividend was set five
(5) business days subsequent to the Plan of Reorganization's final
decree confirmation by the Bankruptcy Court. Due to the ten (10) day
United States Bankruptcy Code notice requirements, the record date is
set for 5:00 p.m. EST on April 14, 2008. This dividend is classified as
a final eCom Plan of Reorganization disbursement property dividend,
which will require the following instructions for each American Capital
Holdings, Inc. shareholder.
1. In order to perfect delivery of your property dividend shares, if
your shares are held in a brokerage account, you must have your broker
forward to our offices verification of the amount of shares held in your
account, your current mailing and e-mail addresses. The mailing address
is required for proof of delivery of the dividend shares whereby we can
file a final report with the United States Bankruptcy Court. The e-mail
address is required for future communications regarding eCom and the
other spin off companies.
2. If your shares are currently held individually in your name in
Certificate form, please notify American Capital Holdings, Inc. either
through (a) United States regular mail at 1016 Clemmons Street, Suite
302, Jupiter, FL 33477-3305; or (b) by facsimile at 561.337.9356; or (c)
by e-mail at dividend@achusa.com.
These Twenty Three Million Nine Hundred Ten Thousand Six Hundred Eighty
(23,910,680) eCom escrowed shares will be distributed on a pro-rata
basis based on completion of the above listed criteria.
Due to the extensive amount of certificate and address preparation, the
estimated date to begin mailing these dividend shares is April 30, 2008.
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 hereunder duly authorized.
April 14, 2008 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
April 14, 2008 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
25
SIGNATURES AND CERTIFICATIONS
EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barney A. Richmond, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Capital
Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: April 14, 2008
/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
Principal Executive Officer
EXHIBIT 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard C. Turner, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Capital
Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: April 14, 2008
/s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer
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EXHIBIT 32
CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of American Capital Holdings
Inc., a Florida corporation (the "Company"), on Form 10-QSB for the period
ending February 29, 2008 as filed with the Securities and Exchange Commission
(the "Report"), Barney A. Richmond, President of the Company and Richard C.
Turner, Chief Financial Officer of the Company, respectively, do each hereby
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Barney A. Richmond
---------------------------
Barney A. Richmond
Principal Executive Officer
Date: April 14, 2008
/s/ Richard C. Turner
--------------------------
Richard C. Turner
Chief Financial Officer
Date: April 14, 2008
[A signed original of this written statement required by Section 906 has been
provided to American Capital Holdings, Inc. and will be retained by American
Capital Holdings, Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.]
Exhibits to Form 10-QSB will be provided to shareholders of the Registrant upon
written request addressed to American Capital Holdings, Inc., 1016 Clemmons St.,
Suite 302, Jupiter, Florida 33477. Any exhibits furnished are subject to a
reasonable photocopying charge.
The Securities and Exchange Commission has not approved or disapproved of this
Form 10-QSB nor has it passed upon its accuracy or adequacy.
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