UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR
THE TRANSITION PERIOD FROM ________ TO ______
COMMISSION FILE NUMBER 33-42498
AVENTURA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0254624
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2650 Biscayne Boulevard, First Floor, Miami, Florida 33137
(Address of principal executive offices)
(305) 937-2000
(Registrant's telephone number, including area code)
Indicate by checkmark 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 checkmark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 126.2 of the Exchange Act).
Yes [ ] No [X]
The number of shares of common stock outstanding as of November 1, 2006 was
3,043,443,527.
AVENTURA HOLDINGS, INC.
Index
Page
Number
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Balance Sheets as of September 30, 2006 and December
31, 2005 (unaudited) 3
Statements of Operations for the three and nine months ended
September 30, 2006 and 2005 (unaudited) 4
Statements of Changes in Shareholder Equity (Deficit)
for the nine months ended September 30, 2006 (unaudited) 5
Statements of Cash Flows for the
nine months ended September 30, 2006 and 2005 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
PART II. OTHER INFORMATION 19
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
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 25
CERTIFICATIONS
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AVENTURA HOLDINGS, INC.
BALANCE SHEETS AS OF
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
----------------- ----------------
2006 2005
----------------- ----------------
(unaudited) (unaudited)
ASSETS:
Current Assets
Cash 12,125 2,580
Accounts receivable - trade - 5,355
Deposits - revolving trade - 25,320
Deferred finance charges - 21,705
Due from others - 234
----------------- ----------------
Total Current Assets 12,125 55,194
----------------- ----------------
Fixed Assets:
Property and Equipment - 7,111
Less: accumulated depreciation - (1,079)
----------------- ----------------
Fixed Assets - net - 6,032
----------------- ----------------
Investments:
Investment in equity method investee 107,938 -
----------------- ----------------
Total Investments 107,938 -
----------------- ----------------
TOTAL ASSETS $ 120,063 $ 61,226
================= ================
LIABILITIES & SHAREHOLDERS' EQUITY:
Current Liabilities:
Accounts payable 27,165 28,019
Accrued compensation $ 5,000 -
Taxes payable - 5,628
Liability payable with common stock - 362,250
----------------- ----------------
Total Current Liabilities 32,165 395,897
----------------- ----------------
Non-current Liability:
Note payable 76,356 -
----------------- ----------------
Total Liabilities 108,521 395,897
----------------- ----------------
Shareholder Equity:
Common Stock; $0.001 par value; 5,000,000,000 shares
authorized; 2,843,443,527 and 2,019,657,813 shares
issued and outstanding September 30, 2006 and
December 31, 2005 2,843,444 2,019,658
Common stock issuable - 300,000
Additional Paid in Capital (2,110,460) (2,297,946)
Accumulated Deficit (721,442) (356,383)
----------------- ----------------
Total Shareholders' Equity 11,542 (334,671)
----------------- ----------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 120,063 $ 61,226
================= ================
The accompanying unaudited notes are an integral part of these financial statements.
3
AVENTURA HOLDINGS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
FOR THE NINE FOR THE NINE FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
----------------- ----------------- ----------------- -----------------
2006 2005 2006 2005
----------------- ----------------- ----------------- -----------------
(unaudited) (unaudited) (unaudited) (unaudited)
OPERATING INCOME:
-----------------
REVENUES:
Operating Revenues $ 39,149 $ 379,564 $ - $ 67,039
Cost of Goods Sold (8,094) (252,004) - (182)
----------------- ----------------- ----------------- -----------------
Gross Profit 31,055 127,560 - 66,857
----------------- ----------------- ----------------- -----------------
EXPENSES:
Operating Expenses:
Compensation 22,500 62,157 15,000 22,500
Consulting 2,735 16,165 1,068 12,230
Depreciation 550 9,205 - -
Investor Relations 2,210 73,940 1,530 24,940
Internet Fees 8,244 14,961 - 5,202
Membership and Trading Fees - 12,041 - -
Professional Fees 69,618 (1,190) 34,033 (2,190)
Research and Development - 6,925 - 288
General & Administrative Expenses 23,737 43,072 7,394 22,347
Travel and Entertainment 10,869 21,304 2,377 12,429
----------------- ----------------- ----------------- -----------------
Total Operating Expenses 140,463 258,580 61,402 97,746
----------------- ----------------- ----------------- -----------------
Net Operating Loss (109,408) (131,020) (61,402) (30,889)
----------------- ----------------- ----------------- -----------------
OTHER INCOME AND (EXPENSES):
Finance Costs (21,705) (27,437) - (27,437)
Gain on disposal of subsidiary 8,116 - - -
Warrant expense (250,000) - - -
Investment Income 7,938 - 2,942 -
----------------- ----------------- ----------------- -----------------
Total Other Revenues and (Expenses) (255,651) (27,437) 2,942 (27,437)
----------------- ----------------- ----------------- -----------------
NET LOSS $ (365,059) $ (158,457) $ (58,460) $ (58,326)
================= ================= ================= =================
LOSS PER SHARE:
Net Loss Per Common Share -
Basic and Diluted $ (nil) $ (nil) $ (nil) $ (nil)
================= ================= ================= =================
Weighted Common Shares Outstanding -
Basic and Diluted 2,672,338,098 737,554,613 2,843,443,527 1,602,288,248
================= ================= ================= =================
The accompanying unaudited notes are an integral part of these financial statements.
4
AVENTURA HOLDINGS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS
EQUITY (DEFICIT) FOR NINE MONTHS ENDED SEPTEMBER 30, 2006
(UNAUDITED)
COMMON STOCK COMMON STOCK ISSUABLE
----------------------------- ------------------------- ADDITIONAL ACCUMULATED
SHARES AMOUNT SHARES AMOUNT PAID IN CAPITAL DEFICIT TOTAL
--------------- ------------ ------------- ---------- --------------- ------------- ----------
BALANCE AT DECEMBER 31, 2005 2,019,657,813 $ 2,019,658 300,000,000 $ 300,000 $ (2,297,946) $ (356,383) $ (334,671)
Common stock issuable in
exchange for portfolio
company (Aventura Networks
LLC) acquisition - - 325,000,000 325,000 (325,000) - -
Common stock issued pursuant
to stock purchase agreement 300,000,000 300,000 - - 61,272 - 361,272
Common stock issued in
exchange for portfolio
company (Aventura Networks
LLC) acquisition 625,000,000 625,000 (625,000,000) (625,000) - - -
Common stock reimbursements
by Company's majority
shareholder for prior
management's improper
issuances (301,214,286) (301,214) - - 301,214 - -
Common stock issued for
Company's investment in
Ohio Funding Group, Inc 200,000,000 200,000 - - (100,000) - 100,000
Warrant issued to
Horvath Holdings, LLC 250,000 250,000
Net loss for the nine months
ended September 30, 2006 - - - - - (365,059) (365,059)
--------------- ------------ ------------- ---------- --------------- ------------- ----------
BALANCE AT SEPTEMBER 30, 2006 2,843,443,527 $ 2,843,444 - $ - $ (2,110,460) $ (721,442) $ 11,542
=============== ============ ============= ========== =============== ============= ==========
The accompanying unaudited notes are an integral part of these financial statements.
5
AVENTURA HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------------
2006 2005
-------------------- --------------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (365,059) $ (158,457)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization of deferred finance costs 21,705 -
Depreciation 550 9,205
Warrant expense payable with Company stock 250,000 -
Equity method income pass-thru from investee (7,938) -
Gain on sale of subsidiary (8,116) -
Consulting fees paid with Company stock - 32,000
(Increase) decrease in:
Accounts receivable 5,355 (3,155)
Deposits - revolving trade 25,320 (32,823)
Prepaid consulting - (11,807)
Due from others 234 (22,814)
Increase (decrease) in:
Accounts payable 12,149 15,678
Accrued expenses 5,000 -
Customer deposits - (12,164)
Payroll taxes payable (5,628) 7,032
Accrued interest 1,356 -
Due to others - 5,610
-------------------- --------------------
Net cash (used) in operating activities (65,072) (171,695)
-------------------- --------------------
Cash flows from investing activities:
Investment - (100,000)
Sale of fixed assets 1,622 -
Cash transferred in sale of subsidiary (1,027) -
Purchase of fixed assets - (22,038)
-------------------- --------------------
Net cash provided (used) in investing activities 595 (122,038)
-------------------- --------------------
Cash flows from financing activities:
Sale of common stock - 362,250
Defered finance costs - (62,250)
Proceeds from loan 75,000 -
Payment on Stock Purchase Agreement (978) -
-------------------- --------------------
Net cash provided by financing activities 74,022 300,000
-------------------- --------------------
Net increase in cash 9,545 6,267
Cash at beginning of period 2,580 4,577
-------------------- --------------------
Cash at end of period $ 12,125 $ 10,844
==================== ====================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
==================== ====================
Income Taxes $ - $ -
==================== ====================
The accompanying unaudited notes are an integral part of these financial statements
6
AVENTURA HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - NATURE OF ORGANIZATION
On March 15, 2005, Aventura Holdings, Inc. (the "Company") filed Form N-54A with
the United States Securities and Exchange Commission ("SEC") to become a
Business Development Company ("BDC") pursuant to Section 54 of the Investment
Company Act of 1940 (the "1940 Act"). As a result, the Company operated as an
investment holding company and acquired investments designed to build an
investment portfolio to enhance the Company's shareholder value. As a BDC, the
Company was, in effect, a publicly traded private equity fund, where
stockholders provided public capital in a regulated environment for private
investment in smaller companies. Congressional intent behind the creation of
BDCs was to encourage the flow of public capital to private and smaller public
companies.
Due to a change in our business model, on April 24, 2006 the Company filed a
preliminary information statement (Form 14C) with the SEC indicating that the
Company's controlling shareholder and board of directors authorized the
withdrawal of the BDC election. The Company filed a definitive information
statement (Form 14C) and notification of withdrawal of business development
company election (Form N-54C) on May 15, 2006 notifying the SEC that, pursuant
to the provisions of Section 54(c) of the 1940 Act, the Company withdrew its
election to be subject to Sections 55 through 65 of the 1940 Act. Accordingly,
the Company is no longer subject to the Investment Company Act but will continue
as an operating reporting public company subject to the Securities Exchange Act
of 1934.
The Company's financial statements are presented as Aventura Holdings, Inc. Our
CUSIP number and trading symbol are 053563 10 2 and AVNT respectively.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the SEC. The accompanying financial
statements for the interim periods are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the periods presented. These financial statements should
be read in conjunction with the Company's financial statements for the years
ended December 31, 2005 and 2004 and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 2005 as filed with
the SEC (However, see discussion of change in accounting principle below). The
results of operations for the nine months ended September 30, 2006 are not
necessarily indicative of the results of operations to be achieved for the full
fiscal year ending December 31, 2006.
The election to withdraw the Company as a BDC under the 1940 Act has resulted in
a significant change in the Company's required method of accounting. BDC
financial statement presentation and accounting utilizes the value method of
accounting used by investment companies, which allows BDCs to recognize income
and value their investments at market value as opposed to historical cost. In
addition, majority-owned subsidiaries are not consolidated and instead,
investments in those subsidiaries are reflected on the balance sheet as an
investment in a portfolio company, at fair value. As an operating company, the
required financial statement presentation and accounting for securities held by
the Company utilize either fair value or historical cost methods of accounting,
depending on the classification of the investment and the Company's intent with
respect to the period of time it intends to hold the investment, and the Company
and its subsidiaries are reflected for financial accounting purposes as a
consolidated entity. The change in accounting due to the conversion to an
operating company from a BDC is considered a change in accounting principle.
EFFECT
As an operating company, the Company consolidates its financial statements with
subsidiaries, thus eliminating the investment account. As a result, in
accordance with FAS 154, "Accounting for Changes and Error Corrections", which
requires that a change in accounting principle be retrospectively applied to all
prior periods presented, the accompanying financial statements have been
presented on an operating and consolidated basis for all current and prior
periods presented on a retrospective basis without regard to a BDC method of
accounting.
7
Since the new accounting principle is being applied retroactively to prior
years, the March 31, 2006 and 2005 comparable interim quarters are presented in
accordance with the Statement of Financial Accounting Standards (SFAS) Number 3,
REPORTING ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS on a restated basis
as follows:
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, MARCH 31,
------------------------- -------------------------
2006 2005
------------------------- -------------------------
OPERATING INCOME:
REVENUES:
Operating Revenues $ 22,678 $ 232,053
Cost of Goods Sold (8,094) (193,315)
------------------------- -------------------------
Gross Profit 14,584 38,738
------------------------- -------------------------
EXPENSES:
Operating Expenses:
Compensation - 19,657
Consulting 696 -
Depreciation 550 7,305
Investor Relations 580 -
Internet Fees 3,140 3,354
Membership and Trading Fees - 2,495
Professional Fees 18,010 (1,000)
Research and Development - 1,565
General & Administrative Expenses 12,132 10,524
Travel and Entertainment 3,394 2,736
------------------------- -------------------------
Total Operating Expenses 38,502 46,636
------------------------- -------------------------
Net Operating Loss (23,918) (7,898)
------------------------- -------------------------
OTHER INCOME AND (EXPENSES):
Finance Costs (21,705) -
Gain on disposal of subsidiary - -
Investment Income - -
------------------------- -------------------------
Total Other Revenues and (Expenses) (21,705) -
------------------------- -------------------------
NET LOSS $ (45,623) $ (7,898)
========================= =========================
LOSS PER SHARE:
Net Loss Per Common Share -
Basic and Diluted $ (nil) $ (nil)
========================= =========================
Weighted Common Shares Outstanding -
Basic and Diluted 2,534,657,813 323,657,813
========================= =========================
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
The Company accounts for investments, where the Company holds from 20% up to
50%, in the common stock of an investee, using the equity method. The investment
is initially recorded at cost and the carrying amount is adjusted to recognize
the Company's proportionate share of the earnings or losses of the investee
after the date of acquisition. The amount of the adjustment is included in the
determination of net income or loss of the Company in the period of the
adjustment. Any dividends received from the investee reduce the carrying value
of the investment.
REVENUE RECOGNITION
The Company recognizes revenues in accordance with the guidance found in SEC
Staff Accounting Bulletin 104. Revenue is recognized when persuasive evidence of
an arrangement exists, as services are provided and when collection of the fixed
or determinable selling price is reasonably assured.
NET LOSS PER COMMON SHARE
Basic net income (loss) per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) available to common stockholder by the
weighted average number of common shares outstanding for the period. Diluted net
income per share ("Diluted EPS") reflects the potential dilution that could
occur if stock options or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company. For 2006 and 2005, Diluted EPS loss
per share was the same as Basic EPS loss per share since the effect of all
common stock equivalents was antidilutive due to the net loss. At September 30,
2006 there was a warrant for 2,551,339,181 common shares and a note and accrued
interest convertible into 50,904,000 common shares. If these Warrants are
exercised or note converted resulting in the subsequent issuances of securities,
the result could dilute future earnings per share (Note 7).
8
NOTE 3 - INVESTMENTS
The Company held a 50% investment in Radio X Network and a 100% investment in
Radio TV Network, Inc. The original cost basis of Radio X was $110,000 while
Radio TV Network, Inc. was internally developed by the Company, but was carried
with a $0 cost basis. On June 7, 2005 the Radio X Network and Radio TV Network,
Inc. investments were assigned to T. Joseph Coleman (the Company's former
president and chairman) in accordance with paragraph 8.3 of the LLC Interest
Purchase Agreement.
On June 3, 2005 the Company purchased ten percent of VoIPBlue.com, Inc.
("VoIPBlue") for $100,000 pursuant to a private offering memorandum dated April
22, 2005. This 10% investment was accounted for at cost. VoIPBlue developed
software and was structured as a telecommunications exchange serving Voice over
Internet Protocol ("VoIP") wholesale carriers. Research and development,
software, operating and other costs depleted investment capital and Company
management was unable to further fund day-to-day operations. Local operations
ceased in December, 2005 and moved to Riga, Latvia in an effort to have the
VoIPBlue shareholder / developer assume operational control. Latvian management
was unsuccessful and operations ceased. VoIPBlue sold some of its developed and
purchased software to third parties without a return on capital to its
investors. On December 31, 2005, the Company's Board of Directors deemed the
Company's investment in VoIPBlue to be worthless and caused the Company to write
off such investment.
On May 16, 2006 the Company entered into several agreements with Horvath
Holdings, LLC ("Horvath"), a Michigan limited liability Company, which owns and
operates automobile dealerships and finance companies concentrating in the
sub-prime lending market. These agreements included a Securities Purchase
Agreement ("SPA"), a Class A Common Stock Purchase Warrant ("Warrant"), a
Registration Rights Agreement and a Lock-Up Agreement (the "Transaction"). The
parties to the SPA include the Company, Horvath and one of Horvath's
wholly-owned subsidiaries, Ohio Funding Group, Inc., a Michigan corporation
("Ohio Funding"). Pursuant to the terms of the SPA, in exchange for contributing
thirty percent (30%) of the equity of Ohio Funding, with an agreed value of one
hundred thousand dollars ($100,000), based on the trading price of the Company's
common stock at the time of the agreement, Horvath received two hundred million
(200,000,000) shares of common stock of the Company. As a part of the
Transaction, the Company issued to Horvath a Warrant exercisable for one (1)
year. The Warrant enables Horvath to contribute, at any time during the exercise
period, at a fixed price per share of $.0005, the remaining equity interests in
its subsidiaries in exchange for the greater of: (a) 2,528,443,528 shares of the
common stock of the Company, or (b) that number of shares of common stock of the
Company as shall be required for Horvath to obtain, when combined with other
shares of common stock of the Company then cumulatively held by Horvath, at
least fifty-one percent (51%) of the total fully-diluted shares of common stock
outstanding of the Company on the date the Warrant is fully exercised. The
Warrant immediately grants to Horvath one (1) Board seat designation right with
respect to the Board of Directors of the Company, and grants one (1) additional
Board seat designation right, up to a total of four (4) Board seat designations
(including the original Board seat), upon each tender of a controlling equity
position in a legal entity controlled by Horvath. The Company also agreed that,
at no time prior to the expiration of the Warrant, shall the total number of
directors of the Company exceed seven (7). The Transaction also includes a
Registration Rights Agreement between Horvath and the Company, which grants
Horvath certain registration rights concerning the shares of the Company's
common stock that it received under the SPA and those shares it receives upon
exercise of the Warrant. The Company is obligated to effect up to two (2) demand
registrations, and an unlimited number of "piggyback" registrations, and to pay
for certain expenses incurred in connection with such registrations, for a
period of five (5) years from the Transaction closing date. Also in connection
with the Transaction, Melissa Apple, as trustee under the Lopez Trust, the
current majority shareholder of the Company, entered into a Lock-Up Agreement
with Horvath whereby the Trust agreed to refrain from transferring its shares of
common stock of the Company ("Trust Shares") to any third party, except to
certain permitted transferees, for a period of one (1) year following the
Transaction closing date and to only transfer up to a permitted amount of Trust
Shares equal to five percent (5%) of the total number of shares in each of the
following four (4) years. The Trust also granted Horvath, while the Warrant is
outstanding, full authority to vote, in person or by proxy, all of the Trust
Shares on matters submitted to the vote of Company's shareholders, including but
not limited to, the election of the Company's Board of Directors. The Company
believes a change in control has occurred as of the Transaction closing date,
May 16, 2006, since Horvath acquired voting control of the Company. The
investment was recorded at its original cost of $100,000 and increased by the
Company's $7,938 proportionate share of the earnings of Ohio Funding from May
16, 2006 through September 30, 2006. The amount of the adjustment is included in
the determination of net income or loss of the Company for the nine and three
months ended September 30, 2006 as other income. The Warrant was valued at
$250,000 using the Black-Scholes option pricing method using the following
assumptions:
1. common stock price of $0.0005
2. exercise price of $0.0005
3. volatility of 100% (based on historical volatility over the
expected term)
4. expected term of 200 days (based on the contractual term of one
year adjusted for anticipated partial exercises during the
contractual term)
5. expected dividends of $0
6. discount rate of 4%
As no future consideration is connected to the Warrant issuance, the entire
$250,000 was immediately expensed.
9
NOTE 4 - COMMITMENTS AND CONTINGENCIES
A - ANTI-DILUTION AND ADDITIONAL SHARE ISSUANCE PROVISIONS:
The stock purchase agreement of May 27, 2005 (with Dutchess, as described below)
and the Aventura Networks, LLC Interest Purchase Agreement which closed on June
7, 2005 both contained anti-dilution provisions which required the issuance of
significant quantities of additional common shares to the Lopez Trust for no
additional consideration. The issuance of additional shares significantly
diluted shareholders (see note 5B). The anti-dilution provision contained in the
May 27, 2005 LLC Purchase Agreement is no longer in effect. Therefore, no
additional dilutive shares are issuable under this Agreement.
On May 16, 2006, the Company originally issued Horvath Holdings, LLC a Warrant
exercisable for one (1) year which enabled Horvath to contribute, at any time
during the exercise period, at a fixed price per share of $.0005, the remaining
equity interests in its subsidiaries in exchange for the greater of: (a)
2,528,443,528 shares of the common stock of the Company, or (b) that number of
shares of common stock of the Company as shall be required for Horvath to
obtain, when combined with other shares of common stock of the Company then
cumulatively held by Horvath, at least fifty-one percent (51%) of the total
fully-diluted shares of common stock outstanding of the Company on the date the
Warrant is fully exercised. See also "Note 8 - Subsequent Events" concerning the
first partial exercise of the Warrant described above.
On July 10, 2006, the Company executed a promissory note (the "Note") in favor
of American Dealer Enterprise Group, LLC, a Michigan limited liability company
("ADEG"), pursuant to which the Company established a credit facility with ADEG
in the maximum aggregate principal amount of $750,000. The aggregate advances
under the Note may not exceed $150,000 in each of the 12 month periods following
July 10, 2006. The Note has a maturity date of July 10, 2011. Borrowed funds
under the Note accrue interest at a fixed rate of 10% per annum. On July 27,
2006, ADEG advanced $75,000 to the Company under the Note, which represents the
current principal balance of the Note. As of September 30,2006, $1,356 in
interest has accrued on such principal balance, for an aggregate indebtedness
under the Note of $76,356. While not limited in its use of the borrowed funds,
the Company expects to use these proceeds primarily to fund its day-to-day
business operations. Pursuant to the Note, ADEG has the right, at its option, at
any time after July 10, 2007 until the earlier of: (a) July 10, 2012, or (b) the
date the entire outstanding indebtedness of the Note is paid in full, to convert
the outstanding principal balance and accrued interest on the Note, in whole or
in part, into shares of common stock of the Company. The number of shares of
common stock into which the Note may be converted is determined by dividing the
aggregate amount of indebtedness to be converted by a factor of $.0015 per
share, subject to rounding up to the next whole share. While the Company cannot
accurately predict the amount, if any, of indebtedness under the Note that will
actually be converted into shares of common stock, for illustrative purposes
only, if the maximum amount of principal is advanced under the Note and
thereafter converted, ADEG would be entitled to receive 500,000,000 shares of
common stock (exclusive of any accrued interest to be converted). As this debt
is considered conventional convertible debt, there is no embedded derivative to
be accounted for. There is no beneficial conversion value as the conversion
price exceeded the stock price on the date of the note.
B - COMPLIANCE WITH THE BDC RULES AND REGULATIONS UNDER THE INVESTMENT COMPANY
ACT OF 1940:
In March 2005, we filed an election to become subject to Sections 55 through 65
of the Investment Company Act of 1940 ("1940 Act"), to commence conducting our
business activities as a Business Development Company ("BDC"). In April 2005, we
commenced an offering of shares of our common stock as a BDC in accordance with
the exemption from the registration requirements of the Securities Act of 1933
as provided by Regulation E. In connection with that offering, we filed a Form
1-E with the SEC. In June 2005 we closed on a $315,000 common stock offering
under Regulation E.
On March 27, 2006 we filed a report of sales pursuant to Rule 609 of Regulation
E (Form 2-E) informing the SEC of our exempt share issuance activity and
discontinuance of our offering. On April 24, 2006 the Company filed a
preliminary information statement (Form 14C) with the SEC and our controlling
shareholder and board of directors approved the withdrawal of our BDC election.
The Company filed a definitive information statement (Form 14C) and notification
of withdrawal of business development company election (Form N-54C) on May 15,
2006 notifying the SEC that, pursuant to the provisions of Section 54(c), the
Company withdrew its election to be subject to Sections 55 through 65 of the
1940 Act. Accordingly, the Company is no longer subject to the 1940 Act but will
continue to be subject to the Securities Exchange Act of 1934. In April 2005 and
at certain other times thereafter, we received several of comment letters from
the SEC regarding various compliance issues with regard to our status as a BDC.
As a result, although we believe we have been vigilant in attempting to comply
with the relevant sections of the 1940 Act, we believe we may have been out of
compliance with certain rules and regulations governing the business and
affairs, financial status, and financial reporting items required of BDCs. We
cannot predict with certainty what, if any, regulatory or financial consequences
may result from the foregoing. The above matter may result in certain contingent
liabilities to the Company as a result of potential actions by the SEC or others
against the Company. Such contingent liabilities could not be estimated by
management as of the date of this Report. The Company issued common stock to
prior management and their affiliates for services and without ascertainable
consideration after its election as a BDC in March 2005. This leads us to
conclude we may have violated certain rules and regulations of the 1940 Act. On
May 8, 2006 to remedy this past action, the Company's current majority
shareholder (the Lopez Trust) transferred 301,214,286 of its own Company shares
back to the Company.
10
The outcome of the above matters could have a significant impact on our ability
to continue as a going concern.
C - OTHER LEGAL MATTERS:
On December 30, 2005, the Company filed a complaint in US District Court for the
Southern District of Florida against its former management and directors
alleging self-dealing, including inappropriate issuance of Company shares to
themselves and their affiliates. On March 22, 2006 the Company agreed to dismiss
the lawsuit in exchange for former management's agreement to relinquish all
rights to approve, authorize or consent to current management's decisions
pursuant to the LLC Purchase Agreement between the Company and the former owners
of Aventura Networks, LLC. On March 23, 2006, this lawsuit was dismissed with
prejudice.
From time to time, the Company may become subject to proceedings, lawsuits and
other claims in the ordinary course of business including proceedings related to
environmental and other matters. Such matters are subject to many uncertainties,
and outcomes, which are not readily predictable with assurance.
NOTE 5 - STOCKHOLDERS EQUITY AND LIABILITY PAYABLE WITH COMMON STOCK
RECAPITALIZATION
On June 7, 2005 the Company issued 880,000,000 shares of its previously unissued
restricted common stock in an exempt issuance in exchange for 100% member
interest in Aventura Networks, LLC. On a retrospective basis, as discussed in
Note 2, this transaction is accounted for as a recapitalization of Aventura
Networks, LLC since the member of Aventura Networks, LLC acquired both voting
and management control of the Company. Accordingly, the financial statements of
the Company just subsequent to the recapitalization include balance sheets of
both Aventura Networks, LLC and Aventura Holdings, Inc. at historical cost, the
historical operations of Aventura Networks, LLC and the operations of Aventura
Holdings, Inc. from June 7, 2005 forward. Under recapitalization accounting, the
880,000,000 share are reflected as the original founder shares of the Company
and the Company is deemed to have issued 645,657,813 common shares to the
original pre-recapitalization shareholders of Aventura Holdings, Inc. and
$22,420 of liabilities were assumed in the recapitalization.
Aventura Networks, LLC was originally a wholesale VoIP buyer and seller of
routes predominantly in third-world countries where rates were high and margins
were greater than domestic margins. Increased competition led to lower prices,
reduced margins and Aventura Networks, LLC's exit from the VoIP wholesale
carrier market. Aventura Networks, LLC changed direction and began to further
develop and sell developed and third party VoIP switching and internet protocol
private branch exchange software. Following the Horvath Transaction (described
below), the Board of Directors determined it was in the Company's best interest
to shed non-core business segments. Accordingly, on September 30, 2006, the
Company assigned its 100% member interest in Aventura Networks, LLC to Craig A.
Waltzer (the Company's president and chairman) in exchange for Mr. Waltzer's
assumption of the Company's liabilities arising out of its ownership and/or the
operation of Aventura Networks, LLC. On June 29, 2006 the Company ceased
consolidating its financial statements with its only subsidiary, Aventura
Networks, LLC. The Company recognized a gain on this disposal of $8,116.
On October 17, 2005 the Company merged with Aventura Holdings, Inc. Aventura
Holdings, Inc. was the former owner of Aventura Networks, LLC and its sole net
assets were 880,000,000 shares of Company stock and anti-dilution rights
acquired in the LLC purchase agreement with the Company. Immediately prior to
the merger, Aventura Holdings, Inc. transferred its net assets to its sole
shareholder, Melissa Apple, Trustee of the Maria Lopez Irrevocable Trust UTD
March 29, 2004 (the "Lopez Trust"). Craig Waltzer, the Company's President and
Chairman, is the former spouse of the Trustee of the Lopez Trust. Subsequent to
the merger, the Company (then named "Sun Networks Group, Inc.") changed its name
to Aventura Holdings, Inc and the former company was dissolved. There was no
accounting effect of this transaction to the Company.
11
COMMON STOCK TRANSACTIONS
A. On May 27, 2005, the Company entered into a Stock Purchase
Agreement with Dutchess Private Equities Fund II, L.P.
(Dutchess) to sell up to five million dollars ($5,000,000) of
the Company's previously un-issued unrestricted free-trading
common stock over a twenty four (24) month period in accordance
with the offering circular under Regulation E (file number
095-00254). The terms of the agreement called for the Company to
submit a draw request to Dutchess and then transfer a number of
shares to Dutchess based upon the draw amount and current market
value of the Company's shares. Dutchess was then entitled to
sell the shares in the open market to recoup the draw amount
plus a fifteen percent (15%) profit. If Dutchess had shares
remaining after recouping the draw amount and fifteen percent
(15%) profit, Dutchess was obligated to return the remaining
shares to the Company. If Dutchess sold all of the transferred
shares before recouping the draw amount and fifteen percent
(15%) profit the Company was obligated to issue additional
shares to Dutchess until the draw amount and fifteen percent
(15%) profit was received by Dutchess. There is an anti-dilution
paragraph (8.4) in the June 7, 2005 LLC Interest Purchase
Agreement which entitles the sellers of Aventura Networks, LLC
to additional shares in the event additional shares are issued
to Dutchess relating to draws under this Stock Purchase
Agreement. By virtue of the LLC Purchase Agreement, the former
owner of Aventura Networks, LLC is entitled to 5 times the
additional shares issued to Dutchess in the event additional
shares are issued pursuant to the initial draw. The May 27, 2005
Stock Purchase Agreement also granted Dutchess right of first
refusal concerning the issuance of new Company securities. The
Company was in violation of provisions of the Stock Purchase
Agreement relating to the timeliness of the filing of the
September 30, 2005 quarterly report (Form 10-Q). Dutchess waived
penalties as the delay was related to actions of past management
and outside of the control of the Company. The initial draw
occurred on May 27, 2005 in the amount of three hundred fifteen
thousand dollars ($315,000). The Company transferred seventy
five million (75,000,000) previously un-issued unrestricted
shares to Dutchess. On June 3, 2005 the Company's portfolio
investee Aventura Networks, LLC received two hundred ninety nine
thousand nine hundred twenty five dollars ($299,925) directly
from Dutchess after deduction of fifteen thousand dollars
($15,000) for legal fees and seventy five dollars ($75) in bank
fees from the initial draw. The fifteen thousand dollars
($15,000) was treated as a direct financing cost asset and
amortized to operations based on the ratio of Dutchess proceeds
from sale of Company shares issued to them compared to the total
liability payable with common stock. During the first quarter of
2006 the remaining $5,230 was amortized as a direct finance
cost. Dutchess received an additional fifty million (50,000,000)
previously un-issued unrestricted shares on September 28, 2005,
an additional fifty million (50,000,000) previously un-issued
unrestricted shares on November 3, 2005, an additional sixty
million (60,000,000) previously un-issued unrestricted shares on
December 29, 2005, an additional fifty million (50,000,000)
previously un-issued unrestricted shares on February 27 , 2006
and a final fifteen million (15,000,000) previously un-issued
unrestricted shares on March 1, 2006 towards the satisfaction of
the obligation for the initial draw amount. The stock purchase
transaction was recorded as a liability payable with common
stock due to the criteria of FASB Statement 150 (Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity (Issued 5/03)) at the fair value of the
total guaranteed return of $362,250. The $62,250 difference
between the $362,250 and the $300,000 investment was treated as
a deferred financing cost of which $21,705 and $0 was amortized
as a cost of financing during the nine and three months ended
September 30, 2006. For financial reporting purposes, all shares
issued to Dutchess were not considered issued or outstanding
until the final settlement date in March 2006 was achieved.
After Dutchess sold the last of the shares issued in March 2006,
the Company's loan balance was $978. Aventura Networks, LLC
issued a check to Dutchess on behalf of the Company to fully
satisfy the debt. Immediately after satisfying the Company's
debt with Dutchess a mutual release was executed. The liability
was reclassified to equity and the issuance of 300,000,000
shares of Company common stock was reflected as a March 2006
transaction.
12
B. On June 7, 2005 the Company issued 880,000,000 shares of its
previously unissued common stock to Aventura Holdings, Inc. in
exchange for 100% member interest in Aventura Networks, LLC (See
recapitalization above). The shares were valued at $0.00091 per
share based on a discounted quoted trading price. The investment
was recorded before consolidation on the Company's books at
$800,724. On December 29, 2005 500,000,000 shares were issued
and 300,000,000 shares became issuable to the Lopez Trust as
additional shares due to Aventura Networks, LLC under the
anti-dilution provision contained in the May 27, 2005 LLC
Purchase Agreement. In February and March, 2006 an additional
325,000,000 shares became issuable under this anti-dilution
provision. On April 4, 2006 625,000,000 shares, representing all
issuable shares under this anti-dilution provision, were issued
to the Lopez Trust. There are no additional shares due under the
anti-dilution provision contained in the May 27, 2005 LLC
Purchase Agreement since the Stock Purchase Agreement with
Dutchess was completed on March 6, 2006.
C. On May 8, 2006 a principal stockholder contributed 301,214,286
common shares back to the Company to remedy certain 1940 Act
non-compliance issues as discussed in Note 4(B).
D. On May 16, 2006 the Company issued 200,000,000 shares of its
previously unissued common stock to Horvath Holdings, LLC in
exchange for a 30% equity interest in Ohio Funding Group, Inc.
with an agreed value of one hundred thousand dollars ($100,000).
E. See "Note 8 - Subsequent Events" concerning the first partial
exercise of the Warrant described in Notes 3 and 4 above and 7
below.
NOTE 6 - GOING CONCERN
As reflected in the accompanying financial statements, the Company had (1) an
accumulated deficit of $721,442 at September 30, 2006; (2) net losses of
$365,059 and $58,460 for the nine and three months ended September 30, 2006; (3)
a working capital deficit of $20,040 at September 30, 2006; and (4) cash used in
operations in for the nine months ended September 30, 2006 of $65,072.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern. Management believes
that the actions presently being taken to further implement its business plan
provide the opportunity for the Company to continue as a going concern.
NOTE 7 - OUTSTANDING WARRANT
A summary of the Company's outstanding warrant as of September 30, 2006
including all changes during the current fiscal year is presented below:
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
---------------- ----------------
2,551,339,181 $ 0.0005
Warrant issued on May 16, 2006:
Warrant expirations in 2006 0
----------------
Total Warrant Outstanding at September 30, 2006 2,551,339,181 $ 0.0005
================ ================
Summary of activity from issuance of the warrant
on May 16, 2006 through September 30, 2006 0
----------------
Balance at September 30, 2006 2,551,339,181 $ 0.0005
================ ================
Exercisable at September 30, 2006 2,551,339,181 $ 0.0005
================ ================
Partial Exercise October 1, 2006 200,000,000 $ 0.0005
================ ================
Balance on Day of This Filing 2,351,339,181 $ 0.0005
================ ================
Exercisable on Day of This Filing 2,351,339,181 $ 0.0005
================ ================
13
As noted above, the Company issued a Warrant to Horvath Holdings, LLC
("Horvath") that enables Horvath to contribute, at any time during the period
beginning on May 16, 2006 (the "Issue Date"), and ending on May 16, 2007, at a
fixed price per share of $.0005, the remaining equity interests in Horvath's
subsidiaries in exchange for the greater of: (a) 2,528,443,528 shares of the
common stock of the Company, or (b) that number of shares of common stock of the
Company as shall be required for Horvath to obtain, when combined with other
shares of common stock of the Company then cumulatively held by Horvath, at
least fifty-one percent (51%) of the total fully-diluted shares of common stock
outstanding of the Company on the date the Warrant is fully exercised. On
October 1, 2006, pursuant to a partial exercise of the Warrant, the Company
acquired an additional 30% of the equity of Ohio Funding Group, Inc. (Ohio
Funding) with an agreed value of $100,000 in exchange for the issuance of
200,000,000 shares of the Company's common stock to Horvath. As of the date of
this filing, the number of additional shares of common stock to which Horvath
would be entitled if it fully exercised the Warrant is 2,351,339,181. The full
exercise of this Warrant, therefore, would significantly dilute the ownership of
our common stockholders.
NOTE 8 - SUBSEQUENT EVENTS
On October 1, 2006, pursuant to a partial exercise of the Warrant by Horvath
described in Notes 3, 4 and 7, the Company acquired an additional 30% of the
equity of Ohio Funding with an agreed value of $100,000 in exchange for the
issuance of 200,000,000 shares of the Company's common stock. In connection with
this partial exercise of the Warrant, Horvath was granted one additional Board
seat designation right (in addition to the single Board seat designation right
granted to Horvath in the original May 16, 2006 transaction). As of the date
hereof, Horvath has not appointed any directors pursuant to its Board seat
designation rights. Following this transaction, the Company obtained a
controlling position in Ohio Funding by virtue of its 60% ownership of Ohio
Funding's common stock and will therefore begin consolidating Ohio Funding's
operations into the Company's financial statements commencing October 1, 2006.
Horvath is a related party due to its stock ownership in the Company, the Board
seat designation rights it has been granted, the ability to acquire control of
the Company through a full exercise of the Warrant and the proxy rights it has
been granted by the Trust, the Company's current majority shareholder. These
various rights are described in the Form 8-K filed on May 22, 2006 and the
Exhibits thereto. The Company and Horvath determined the $100,000 agreed value
for the Ohio Funding shares by multiplying the 2005 (unaudited) net earnings of
Ohio Funding by a factor of 4 and then multiplying the product by the 30% equity
ownership being acquired by the Company. The Board of Directors of the Company
believes that such consideration is fair and is not more favorable to Horvath
than a value that could be negotiated with a third party in an "arm's length"
transaction.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following discussion should be read in conjunction with our financial
statements and notes thereto appearing elsewhere in this report.
14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Form 10-Q for the quarter ended September 30, 2006 contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
are considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
RECENT DEVELOPMENTS
On March 6, 2006 the Company terminated its Stock Purchase Agreement with
Dutchess Private Equities Fund II, L.P. (Dutchess) having delivered three
hundred million (300,000,000) shares and a payment of $978 to extinguish the
debt.
On April 24, 2006 the Company filed a preliminary information statement (Form
14C) with the Securities and Exchange Commission ("SEC") and our controlling
shareholder voted to withdraw our Business Development Company ("BDC") election.
The Company filed a definitive information statement (Form 14C) and notification
of withdrawal of business development company election (Form N-54C) on May 15,
2006, notifying the SEC that, pursuant to the provisions of Section 54(c), the
Company withdrew its election to be subject to Sections 55 through 65 of the
1940 Act. Accordingly, the Company is no longer subject to the 1940 Act but will
continue as an operating reporting public company, and is subject to the
Securities Exchange Act of 1934.
On May 16, 2006 the Company entered into several agreements with Horvath
Holdings, LLC ("Horvath"), a Michigan limited liability Company, which owns and
operates automobile dealerships and finance companies concentrating in the
sub-prime lending market. These agreements included a Securities Purchase
Agreement ("SPA"), a Class A Common Stock Purchase Warrant ("Warrant"), a
Registration Rights Agreement and a Lock-Up Agreement (the "Transaction"). The
parties to the SPA include the Company, Horvath and one of Horvath's
wholly-owned subsidiaries, Ohio Funding. Pursuant to the terms of the SPA, in
exchange for contributing thirty percent (30%) of the equity of Ohio Funding
with an agreed value of one hundred thousand dollars ($100,000), Horvath
received two hundred million (200,000,000) shares of common stock of the
Company. As a part of the Transaction, the Company issued to Horvath a Warrant
exercisable for one (1) year. The Warrant enabled Horvath to contribute, at any
time during the exercise period, at a fixed price per share of $.0005, the
remaining equity interests in its subsidiaries in exchange for the greater of:
(a) 2,528,443,528 shares of the common stock of the Company, or (b) that number
of shares of common stock of the Company as shall be required for Horvath to
obtain, when combined with other shares of common stock of the Company then
cumulatively held by Horvath, at least fifty-one percent (51%) of the total
fully-diluted shares of common stock outstanding of the Company on the date the
Warrant is fully exercised. The Warrant immediately grants to Horvath one (1)
Board seat designation right with respect to the Board of Directors of the
Company, and grants one (1) additional Board seat designation right, up to a
total of four (4) Board seat designations (including the original Board seat),
upon each tender of a controlling equity position in a legal entity controlled
by Horvath. The Transaction also includes a Registration Rights Agreement
between Horvath and the Company, which grants Horvath certain registration
rights concerning the shares of the Company's common stock that it received
under the SPA and those shares it will receive upon exercise of the Warrant. The
Company is obligated to effect up to two (2) demand registrations, and an
unlimited number of "piggyback" registrations, and to pay for certain expenses
incurred in connection with such registrations, for a period of five (5) years
from the Transaction closing date. Also in connection with the Transaction,
Melissa Apple, as trustee under the Maria Lopez Irrevocable Trust UTD March 29,
2004 (the "Trust"), the current majority shareholder of the Company, entered
into a Lock-Up Agreement with Horvath whereby the Trust agreed to refrain from
transferring its shares of common stock of the Company ("Trust Shares") to any
third party, except to certain permitted transferees, for a period of one (1)
year following the Transaction closing date and to only transfer up to a
permitted amount of Trust Shares equal to five percent (5%) of the total number
of Trust Shares in each of the following four (4) years.
15
The Trust also granted Horvath, while the Warrant is outstanding, full authority
to vote, in person or by proxy, all of the Trust Shares on matters submitted to
the vote of Company's shareholders, including but not limited to, the election
of the Company's Board of Directors. Pursuant to the Transaction, a change in
control of the Company has occurred as of the Transaction closing date, May 16,
2006, since Horvath acquired voting control of the Company. As set forth above,
the Trust (the Company's majority shareholder) granted Horvath full proxy
authority to vote all of the Trust Shares while the Warrant remains outstanding
and the Warrant grants Horvath up to a total of four (4) Board seat designations
with respect to the available seats on the Board of Directors of the Company.
The Company also agreed that, at no time prior to the expiration of the Warrant,
shall the total number of directors of the Company exceed seven (7).
On October 1, 2006, pursuant to a partial exercise of the Warrant by Horvath,
the Company acquired an additional 30% of the equity of Ohio Funding with an
agreed value of $100,000 in exchange for the issuance of 200,000,000 shares of
the Company's common stock. Following this transaction, a Replacement Class A
Common Stock Purchase Warrant No. 1 was issued to Horvath ("Replacement
Warrant"). Horvath beneficially owns 2,751,339,181 shares of common stock of the
Company, or approximately 51% of the proforma voting securities of the Company
assuming full exercise of the Replacement Warrant as of the date of this filing,
obtainable through exercise of the Replacement Warrant, which includes: (1)
400,000,000 shares of the Company's common stock received by Horvath in the
transaction, and (2) 2,351,339,181 shares of the Company's common stock
receivable if Horvath were to exercise the Warrant.
On June 30, 2006 the Company assigned its 100% member interest in Aventura
Networks, LLC to Craig A. Waltzer (the Company's president and chairman) in
exchange for Mr. Waltzer's assumption of liabilities arising out of the
Company's ownership or operation of Aventura Networks, LLC.
On July 10, 2006, the Company executed a promissory note (the "Note") in favor
of American Dealer Enterprise Group, LLC, a Michigan limited liability company
("ADEG"), pursuant to which the Company obtained a loan from ADEG in the maximum
aggregate principal amount of $750,000. The aggregate advances under the Note
may not exceed $150,000 in each of the 12 month periods following July 10, 2006.
The Note has a maturity date of July 10, 2011. Borrowed funds under the Note
accrue interest at a fixed rate of 10% per annum. On July 27, 2006, ADEG
advanced $75,000 to the Company under the Note, which represents the current
principal balance of the Note. As of September 30, 2006, $1,356 in interest has
accrued on such principal balance, for an aggregate indebtedness under the Note
of $76,356. While not limited in its use of the borrowed funds, the Company
expects to use them primarily to fund its day-to-day business operations.
Pursuant to the Note, ADEG has the right, at its option, at any time after July
10, 2007 and continuing thereafter until the earlier of: (a) July 10, 2012, or
(b) the date the entire outstanding indebtedness of the Note shall have been
paid in full, to convert the outstanding principal balance and accrued interest
on the Note, in whole or in part, into fully paid and nonassessable shares of
common stock of the Company. The number of shares of common stock into which the
Note may be converted shall be determined by dividing the aggregate amount of
indebtedness to be converted by a factor of $.0015 per share, provided, however,
that the resulting number of shares of common stock shall be rounded up to the
next whole share. While the Company cannot accurately predict the amount, if
any, of debt under the Note that will be converted into shares of common stock,
for illustrative purposes only, if the maximum amount of principal is advanced
and converted, ADEG would be entitled to receive 500,000,000 shares of common
stock (exclusive of any accrued interest on such funds to be converted).
RESULTS OF OPERATIONS
The Company was retrospectively consolidated, for financial reporting with its
wholly owned subsidiary, Aventura Networks, LLC, through and until June 30,
2006, when the Company assigned its 100% member interest in Aventura Networks,
LLC to Craig A. Waltzer (the Company's president and chairman) in exchange for
Mr. Waltzer's assumption of the Company's liabilities arising out of ownership
or operation of Aventura Networks, LLC. The Company's 30% investment in Ohio
Funding Group, Inc. is accounted for using the equity method of accounting where
the Company's investment is adjusted based on the Company's ownership ratio of
Ohio Funding Group, Inc. multiplied by Ohio Funding Group, Inc.'s net income.
16
REVENUES
Revenues for the nine and three months ended September 30, 2006 were $39,149 and
$0 as compared to revenues for the nine and three months ended September 30,
2005 of $379,564 and $67,039 and were derived from our subsidiary at that time,
Aventura Networks, LLC.
OPERATING AND OTHER EXPENSES
Operating expenses for the nine and three months ended September 30, 2006 were
$140,463 and $61,402 as compared to operating expenses for the nine and three
months ended September 30, 2005 of $258,580 and $97,746.
Financing expenses were $21,705 and $0 for the nine and three months ended
September 30, 2006 compared to $27,437 and $27,437 for the comparable nine and
three months ended September 30, 2005. The 2006 amount relates to amortization
of the Dutchess investment cash and non-cash financing costs.
As no future consideration is connected to the issuance of the Warrant to
Horvath, the Company immediately expensed the entire $250,000 value of the
Warrant.
As a result of these factors, we reported a net loss of $365,059 and $58,460 or
$(nil) and $(nil) per share for the nine and three months ended September 30,
2006 as compared to a net loss of $158,457 and $58,326 or ($.nil) and $(nil) per
share for the nine and three months ended September 30, 2005.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2006, we had an accumulated deficit of $721,442 and working
capital deficit of $20,040.
We have no material commitments for capital expenditures.
Net cash used in operations during the nine months ended September 30, 2006 was
$65,072. Non-cash amortization of deferred financing costs of $21,705, warrant
expense payable with Company common stock of $250,000 and a net decrease in
revolving trade deposits of $25,320 in our former subsidiary Aventura Networks,
LLC were the primary factors contributing to the difference between our net loss
and use of cash. In the comparable period of 2005, we had net cash used in
operations of $171,695, primarily relating to the net loss of $158,457, a net
increase in revolving trade deposits of $32,823 in our former subsidiary
Aventura Networks, LLC.
Net cash provided by investing activities for the nine months ended September
30, 2006 was $595. Net cash used in investing activities for the nine months
ended September 30, 2005 was $122,038 and consisted of a $100,000 minority
interest investment in VoIPBlue and purchases of fixed assets in the amount of
$22,038.
Net cash provided by financing activities for the nine months ended September
30, 2006 was $74,022 as compared to net cash provided by financing activities of
$300,000 for the nine months ended September 30, 2005. During the nine months
ended September 30, 2006 we paid $978 in cash to extinguish our debt to Dutchess
Private Equities Fund II, LP and exchanged $75,000 for a note payable to
American Dealers Enterprise Group, LLC. In the comparable period of 2005, we
entered into a Stock Purchase Agreement with Dutchess, received net advances of
$300,000.
For the fiscal year ended December 31, 2005, our independent registered public
accounting firm issued a going concern opinion in connection with their audit of
our financial statements. These conditions raise substantial doubt about our
ability to continue as a going concern if sufficient additional funding is not
acquired or alternative sources of capital developed to meet our working capital
needs.
17
Through further exercise(s) of the Replacement Warrant by Horvath, management
expects to achieve other investments in Horvath companies. Horvath owns and
operates successful automobile dealerships and finance companies concentrating
in the sub-prime market. Horvath's President and CEO has extensive automobile
industry experience and previously held a public company position. If Horvath
exercises its rights under the Replacement Warrant and takes control of the
Company, we expect to pursue a different business model consistent with
Horvath's experience, including possible further acquisitions within the
automobile industry. We believe management's plan will allow the Company to
continue as a going concern.
CRITICAL ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 2 to the
unaudited financial statements included elsewhere in this Report. We believe
that the application of these policies on a consistent basis enables us to
provide useful and reliable financial information about our operating results
and financial condition.
OFF BALANCE SHEET ARRANGEMENTS
There are no off balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not currently engage in transactions in derivative financial
instruments or derivative commodity instruments. As of September 30, 2006, the
Company's financial instruments were not exposed to significant market risk due
to interest rate risk, foreign currency exchange risk, commodity price risk or
other relevant market risks, such as equity price risk.
However, as discussed elsewhere in this Form 10-Q, the Company currently owns
30% of Ohio Funding Group, Inc., a company partially owned by Horvath. Through
exercise of the Warrant, management expects to secure additional investments in
Horvath companies in the future. Horvath owns and operates automobile
dealerships and finance companies, including Ohio Funding Group, Inc., that
concentrate in the sub-prime market. If Horvath fully exercises its rights under
the Warrant, we expect to pursue a business model consistent with Horvath's
current business operations, including possible further acquisitions within the
automobile sales and sub-prime lending industry. In view of our current
investment in Ohio Funding Group, Inc. and our anticipated business operations
by virtue of exercise of the Warrant, we may also be subject to the following
market risk:
INTEREST RATE RISK
Our anticipated operations are expected to be leveraged and sensitive to the
difference between the interest rates we pay for borrowed funds and the interest
rates we charge in our lending operations. Horvath's current dealer financing
operations involve fixed rate obligations, which generally are not subject to
interest rate risk. To the extent we may borrow funds to finance our operations
at variable rates, or our financing operations are modified to include variable
rate instruments, we may become subject to risks arising from interest rate
fluctuations. Our potential exposure to interest rate risk arises primarily from
changes in prime lending rates of commercial banks, which are in turn impacted
by the policies and practices of the United States Federal Reserve Board, among
other things.
ITEM 4. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. In addition, there were no changes in our internal
control over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
18
Our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
An investment in our common stock is highly speculative, involves a high degree
of risk, and should be considered only by those persons who are able to bear the
economic risk of their investment for an indefinite period. In addition to other
information in this Quarterly Report on Form 10-Q, you should carefully consider
the risks described below before investing in our publicly-traded securities.
The risks described below are not the only ones facing us. Our business is also
subject to the risks that affect many other companies, such as competition,
technological obsolescence, labor relations, general economic conditions and
geopolitical changes. Additional risks not currently known to us or that we
currently believe are immaterial also may impair our business operations and our
liquidity.
THIS IS A HIGHLY SPECULATIVE INVESTMENT.
Ownership of our common stock is extremely speculative and involves a high
degree of economic risk, which may result in a complete loss of your investment.
Only persons who have no need for liquidity and who are able to withstand a loss
of all or substantially all of their investment should purchase our common
stock.
WE SUFFERED A SIGNIFICANT OPERATING LOSS IN 2005.
During the period from March 16, 2005 to December 31, 2005, while operating as a
BDC, our net loss was $2,782,265. Although we believe that we are now adequately
capitalized to carry out our business plan (subject to the risks inherent in
such plan), there can be no assurance that we have sufficient economic resources
or that such resources will be available to us on terms and at times that are
necessary or acceptable, if at all. There is no assurance that future revenues
of the Company will ever be significant or that the Company's operations will
ever be profitable.
YOU WILL BE DILUTED IF WE ISSUE ADDITIONAL COMMON STOCK, OPTIONS TO PURCHASE
COMMON STOCK AND/OR DEBT OR EQUITY SECURITIES CONVERTIBLE INTO COMMON STOCK.
The Company has executed a Warrant to Horvath as described in Part I, Item 2
above, and has also executed a promissory note in favor of ADEG which is
convertible into common stock of the Company as described in Part I, Item 2
above. From time to time, the Company may issue additional shares of its common
stock, options for additional shares of its common stock and/or equity or debt
securities convertible into common stock. Any issuances of additional shares of
common stock pursuant to the foregoing will result in dilution to our existing
shareholders.
FUTURE OFFERINGS OF DEBT SECURITIES, WHICH WOULD BE SENIOR TO OUR COMMON STOCK
UPON LIQUIDATION, OR EQUITY SECURITIES, WHICH COULD DILUTE OUR EXISTING
STOCKHOLDERS AND BE SENIOR TO OUR COMMON STOCK FOR THE PURPOSES OF
DISTRIBUTIONS, MAY HAVE AN ADVERSE EFFECT ON THE VALUE OF OUR COMMON STOCK.
In the future, we may attempt to increase our capital resources by making
additional offerings of equity or debt securities, including medium-term notes,
senior or subordinated notes and classes of preferred stock or common stock.
Upon our liquidation, holders of our debt securities, if any, and shares of
preferred stock, if any, and lenders with respect to other borrowings, if any,
will receive a distribution of our available assets prior to the holders of our
common stock. Additional equity offerings by us reduce the value of our common
stock. Any preferred stock we may issue would have a preference on distributions
that could limit our ability to make distributions to the holders of our common
stock. Because our decision to issue securities in any future offering will
depend on market conditions and other factors beyond our control, we cannot
predict or estimate the amount, timing or nature of our future offerings. Thus,
our stockholders bear the risk of our future offerings reducing the market price
of our common stock and diluting their stock holdings in the Company.
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LONG-TERM DEBT REPAYMENT OBLIGATION.
The Company executed a promissory note (the "Note") in favor of American Dealer
Enterprise Group, LLC, a Michigan limited liability company ("ADEG"), pursuant
to which the Company established a credit facility with ADEG in the maximum
aggregate principal amount of $750,000. The aggregate advances under the Note
may not exceed $150,000 in each of the 12 month periods following July 10, 2006.
The Note has a maturity date of July 10, 2011. Borrowed funds under the Note
accrue interest at a fixed rate of 10% per annum. On July 27, 2006, ADEG
advanced $75,000 to the Company under the Note, which represents the current
principal balance of the Note. As of September 30, 2006, $1,356 in interest has
accrued on such principal balance, for an aggregate indebtedness under the Note
of $76,356. Our leveraged position could have adverse consequences, including
requiring us to use substantial portions of operating cash flow to meet interest
and principal repayment obligations, exposing us to interest rate fluctuations,
increasing our vulnerability to changes in economic conditions and limiting our
ability to obtain additional financing and/or capitalize on potential growth
opportunities.
WE MAY BE SUBJECT TO VARIOUS INDUSTRY-SPECIFIC RISKS ASSOCIATED WITH OUR
ANTICIPATED BUSINESS OPERATIONS.
As discussed elsewhere in this Form 10-Q, the Company currently owns 60% of Ohio
Funding Group, Inc., a company partially owned by Horvath. Through exercise of
the Warrant, management expects to secure additional investments in Horvath
companies in the future. Horvath owns and operates automobile dealerships and
finance companies, including Ohio Funding Group, Inc., that concentrate in the
sub-prime market. If Horvath fully exercises its rights under the Warrant, we
expect to pursue a business model consistent with Horvath's business operations,
including possible further acquisitions within the automobile sales and
sub-prime lending industry. Accordingly, our current investment in Ohio Funding
Group, Inc. and our anticipated business operations may also be subject to
various risks associated with automobile sales and the sub-prime lending
industry, including, but not limited to, the following:
SUB-PRIME LENDING RISKS. The sub-prime consumer finance market is
comprised of borrowers who are unable to obtain traditional financing
through a bank or captive finance company due to either incomplete or
negative credit histories. Consequently, the likelihood of delinquency
or default is significantly higher for sub-prime consumers in comparison
to prime consumers. For these reasons, the finance contracts for
sub-prime consumers bear significantly higher interest rates. Our
profitability will depend on our ability to properly evaluate the
creditworthiness of sub-prime consumers and efficiently service and
enforce such contracts. If our losses due to delinquency or default of
our customers exceed the proceeds of our loans that remain current, our
financial performance will be significantly adversely affected.
LEVERAGED OPERATIONS AND INTEREST RATE SENSITIVITY. Our anticipated
operations will be highly leveraged and sensitive to the difference
between the interest rate we pay for borrowed funds and the interest
rates at which we finance the purchase of automobiles by our customers.
Our leveraged position could have adverse consequences, including
requiring us to use substantial portions of operating cash flow to meet
interest and principal repayment obligations, exposing us to interest
rate fluctuations, increasing our vulnerability to changes in economic
conditions and limiting our ability to obtain additional financing
and/or capitalize on potential growth opportunities. To the extent we
are unable to maintain a sufficient margin between the interest rate on
our borrowed funds and the interest rate we charge customers, our
financial performance will be significantly adversely affected.
SUBSTANTIAL NEED FOR CAPITAL. The operation of used car dealerships and
finance companies requires substantial capital to acquire and maintain
inventory, originate finance contracts and maintain facilities. There is
no assurance that our current or future access to borrowed funds will be
sufficient to meet our capital needs. In the event we need to seek
additional financing in the future, there is no assurance that we will
be able to obtain such financing when needed or on acceptable terms.
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BUSINESS CYCLES. Sales of motor vehicles historically been cyclical,
fluctuating with general economic cycles. During economic downturns, the
automotive retailing and financing industry tends to experience the same
periods of decline and recession as those experienced in the general
economy. We believe that the automobile sales industry is influenced by
national and local economic conditions and particularly by consumer
confidence, employment rates, the level of personal discretionary
spending, interest rates and credit availability. There can be assurance
that the industry will not experience sustained periods of declines in
vehicle sales in the future. Any such sustained declines would have a
material adverse effect on our financial condition, results of
operations and/or cash flow.
COMPETITION. The sub-prime consumer automobile and finance market is
very fragmented and highly competitive. We believe that there are
numerous non-traditional consumer sales and finance sources serving this
market. Traditional automobile financing sources include commercial
banks, savings and loans, credit unions, captive finance companies of
automobile manufacturers and other consumer lenders, many of which have
significantly greater resources than we do. To the extent that
traditional and non-traditional sales and finance source lenders
significantly expand their activities in this market, our ability to be
competitive may be adversely affected.
LOSS OF CERTAIN PROTECTIONS BECAUSE OF NON-BDC STATUS.
When the Company ceased to be a BDC regulated under the Investment Company Act
of 1940 ("1940 Act") in May 2006, the shareholders lost certain protections,
including, but not limited to, the following:
o The Company is no longer be subject to the requirement that it maintain
a ratio of assets to senior securities of at least 200%;
o The Company is no longer prohibited from protecting any director or
officer against any liability to the Company or the Company's
shareholders arising from willful malfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct
of that person's office;
o The Company is no longer required to ensure that a majority of the
directors are persons who are not "interested persons," as that term is
defined in section 56 of the 1940 Act, and certain persons that would be
prevented from serving on the Company's board if it were a BDC (such as
investment bankers) will be able to serve on the Company's board;
o The Company is no longer subject to provisions of the 1940 Act
regulating transactions between BDCs and certain affiliates and
restricting the Company's ability to issue warrants and options;
o The Company is no longer obligated to subject a material change in its
fundamental investment policies to the approval of its shareholders;
o The Company is no longer subject to provisions of the 1940 Act
prohibiting the issuance of securities at below net asset value; OR
o The withdrawal of the Company's election to be regulated as a BDC
results in a change in its method of accounting. BDC financial statement
presentation and accounting uses the value method of accounting used by
investment companies, which allows BDCs to recognize income and value
their investments at market value as opposed to historical cost.
Operating companies use either the fair-value or historical-cost methods
of accounting for financial statement presentation and accounting for
securities held, depending on how the investment is classified and how
long the company intends to hold the investment. Changing the Company's
method of accounting could reduce the market value of its investments in
privately held companies by eliminating the Company's ability to report
an increase in value of its holdings as they occur. The Company believes
that, in light of its limited assets, the effect of the change in method
of accounting should not be material. The Company does not believe that
withdrawing its election to be regulated as a BDC will have any impact
on its federal income tax status, because the Company never elected to
be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code. Instead, the Company has always been subject to
corporate level federal income tax on its income (without regard to any
distributions it makes to its shareholders) as a "regular" corporation
under Subchapter C of the Internal Revenue Code.
21
Notwithstanding the above, the Board will still be subject to customary
principles of fiduciary duty with respect to the Company and its shareholders
and investors will benefit from a number of protections and corporate governance
requirements under the Sarbanes-Oxley Act of 2002. In addition, withdrawal of
the Company's election to be treated as a BDC did not affect the Company's
registration under Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). Under the Exchange Act, the Company is required to file
periodic reports on Form 10-K, Form 10-Q, Form 8-K, proxy statements and other
reports required under the Exchange Act.
MANAGEMENT HAS DISCRETIONARY USE OF COMPANY ASSETS.
We continue to look for and investigate business opportunities that are
consistent with our business plan, including further acquisitions of interests
in Horvath companies. Management has broad discretion with respect to the
acquisition of interests in companies that are consistent with our anticipated
operations. Although management intends to apply any proceeds it may receive
through the future issuance of stock or debt to acquire or operate suitable
businesses, it will have broad discretion in allocating these funds. There can
be no assurance that the management's use or allocation of such proceeds will
allow it to achieve its business objectives.
WE OPERATE IN A COMPETITIVE MARKET FOR ACQUISITION AND INVESTMENT OPPORTUNITIES.
We compete for acquisitions with a large number of companies and investment
funds. Many of our competitors may have greater resources than we do. Increased
competition makes it more difficult for us to make acquisitions or investments
at attractive prices. As a result of this competition, sometimes we may be
precluded from making otherwise attractive acquisitions or investments. There
can be no assurance that we will be able to identify, negotiate and consummate
acquisitions of attractive companies in light of this competition.
RESULTS MAY FLUCTUATE AND MAY NOT BE INDICATIVE OF FUTURE PERFORMANCE.
Our operating results may fluctuate and, therefore, you should not rely on
current or historical period results to be indicative of our performance in
future reporting periods. Factors that could cause operating results to
fluctuate include, but are not limited to, variations in the costs of
identifying, negotiating and consummating acquisitions of businesses consistent
with our business plan; variations in and the timing of the recognition of net
realized gains or losses and changes in unrealized appreciation or depreciation;
the degree to which we encounter competition in our markets; and other general
economic and operational circumstances.
OUR COMMON STOCK PRICE MAY BE VOLATILE.
The trading price of our common stock may fluctuate substantially. The price of
the common stock may be higher or lower than the price you pay for your shares,
depending on many factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include, but are
not limited to, the following:
o price and volume fluctuations in the overall stock market from time to
time;
o significant volatility in the market price and trading volume of
securities of financial services companies;
o volatility resulting from trading in derivative securities related to
our common stock including puts, calls, long-term equity anticipation
securities ("LEAPs"), or short trading positions;
o actual or anticipated changes in our earnings or fluctuations in our
operating results or changes in the expectations of securities analysts;
22
o general economic conditions and trends;
o loss of a major funding source; or
o departures of key personnel.
OTC BULLETIN BOARD.
Our common stock is quoted on the OTC Bulletin Board ("OTCBB"). The OTCBB is an
inter-dealer, over-the-counter market that provides significantly less liquidity
than the NASDAQ Stock Market or national or regional exchanges. Securities
traded on the OTCBB are typically thinly traded, highly volatile, have fewer
markets and are not followed by analysts. The SEC's order handling rules, which
apply to NASDAQ-listed securities, do not apply to securities quoted on the
OTCBB. Quotes for stocks included on the OTCBB are not listed in newspapers.
Therefore, prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of our common stock may be unable to sell their shares at any
price.
PENNY STOCK RULES.
Trading in our securities will be subject to the "penny stock" rules for the
foreseeable future. The SEC has adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions. These rules require that any
broker-dealer who recommends our securities to persons other than prior
customers and accredited investors must, prior to the sale, make a special
written suitability determination for the purchaser and receive the purchaser's
written agreement to execute the transaction. Unless an exception is available,
the regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition, broker-dealers
must disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from recommending transactions in our securities,
which could severely limit the liquidity of our common stock and consequently
adversely affect the market price of our common stock.
CHANGES IN THE LAW OR REGULATIONS THAT GOVERN US COULD HAVE A MATERIAL IMPACT ON
US OR OUR OPERATIONS.
We are regulated by the SEC and impacted by regulations of certain state
regulatory agencies and self-regulatory organizations. Any change in the law or
regulations that govern our business could have a material impact on us or our
operations. Laws and regulations may be changed from time to time, and the
interpretations of the relevant laws and regulations also are subject to change,
which may have a material effect on our operations.
NO DIVIDENDS.
Holders of our securities will only be entitled to dividends when, as and if
declared by our Board of Directors. We do not expect to have a cash surplus
available for dividends in the foreseeable future.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A. On May 16, 2006 the Company issued 200,000,000 shares of its
previously un-issued common stock and a Warrant convertible to a
controlling interest in the Company to Horvath Holdings, LLC in
exchange for a 30% equity interest in Ohio Funding Group, Inc.
with an agreed value of $100,000. This issuance of equity
securities during the reporting period was reported in our Form
8-K filing on May 22, 2006. This transaction involved
non-publicly offered securities in a privately negotiated
transaction with a sophisticated purchaser. As such, the Company
is claiming an exemption from registration pursuant to Section
4(2) of the Securities Act of 1933.
B. There were no cash proceeds realized by the Company in this
transaction; instead, the Company realized a minority interest
in an operating business.
C. None.
23
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
ITEM 5.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 31, 2006 Salberg & Company, PA (Salberg) resigned as the independent
registered public accounting firm for the Company. Salberg served as the
Company's independent registered public accounting firm for the fiscal years
ended December 31, 2005 and 2004. On November 1, 2006, the Company engaged
Jewett, Schwartz & Associates (Jewett) to replace Salberg as its independent
registered public accounting firm for the fiscal year ended December 31, 2006.
The resignation of Salberg and the replacement with Jewett as the Company's
independent registered public accounting firm was approved by the Audit
Committee of the Board of Directors of the Company (the Audit Committee).
The reports of Salberg on the Company's financial statements for the fiscal
years ended December 31, 2005 and 2004 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principle except that there was an explanatory paragraph
describing conditions that raise substantial doubt about the Company's ability
to continue as a going concern.
During the fiscal years ended December 31, 2005 and 2004 and through October 31,
2006, there were (1) no disagreements with Salberg on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Salberg,
would have caused them to make reference thereto in their report on the
financial statements for such years, and (2) no reportable events (as defined in
Regulation SK Item 304(a)(1)(v)).
During the two fiscal years ended December 31, 2005 and 2004 and through October
31, 2006, the Company did not consult with Jewett regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company or oral advice was provided that Jewett concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation SK and the related instructions to Item 304 of Regulation SK, or a
reportable event, as that term is described in Item 304(a)(1)(v) of Regulation
SK.
The Company has requested that Salberg furnish it with a letter addressed to the
SEC stating whether or not such firm agrees with the above statements. A copy of
such letter from Salberg is being filed as Exhibit 16.1 to this Form 10Q.
ITEM 6. EXHIBITS
ITEM 601 OF
REGULATION S-K
EXHIBIT NO.: EXHIBIT
16.1 Letter re: Change in Certifying Accountant
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
of the Company
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
of the Company
32.1 Section 1350 Certification by Chief Executive Officer and Chief
Financial Officer
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AVENTURA HOLDINGS, INC.
November 1, 2006 By: /s/ Craig A. Waltzer
---------------------------------------
Craig A. Waltzer
Chief Executive Officer, President,
and Director
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