SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2005
Commission File Number 000-50776
AMERICAN CAPITAL HOLDINGS, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0895564
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 VILLAGE SQUARE CROSSING, SUITE 202
PALM BEACH GARDENS, FLORIDA 33410
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(Address of principal executive offices)
(561) 207-6395
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(Registrant'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 [ ]
As of November 30, 2005 the issuer had 18,658,680 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
AMERICAN CAPITAL HOLDINGS, INC. Form 10-QSB NOVEMBER 30, 2005
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . 3
Consolidated Balance Sheets
November 30, 2005 and 2004 . . . . . . . . . . . . . . . . 4
Consolidated Statement of Operations
Six Months Ended November 30, 2005 and 2004 . . . . . . . 5
Consolidated Statement of Operations
Three Months Ended November 30, 2005 and 2004 . . . . . . 6
Consolidated Statement of Changes in Shareholders' Equity
from May 31, 2004 Through November 30, 2005 . . . . . . . 7
Consolidated Statement of Cash Flows
for the Six Months Ended November 30, 2005 and 2004 . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 10
ITEM 2 Management's Discussion and Analysis or Plan of Operation . . 18
ITEM 3 Controls and Procedures . . . . . . . . . . . . . . . . . . . 22
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 23
ITEM 2 Unregistered Sales Of Equity Securities and Use Of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ITEM 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . . 23
ITEM 4 Submission Of Matters to a Vote Of Security Holders. . . . . . 23
ITEM 5 Other Information . . . . . . . . . . . . . . . . . . . . . . 23
ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . 23
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
American Capital Holdings, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying consolidated balance sheet of American Capital
Holdings, Inc. as of November 30, 2005 and 2004 and the related consolidated
statements of operations, for three and six month periods ended November 30,
2005 and 2004, the statement of changes in shareholders' equity from May 31,
2004 through November 30, 2005, and the statement of cash flows for the six
month periods ended November 30, 2005 and 2004. 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
inquires of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with 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
January 16, 2006
3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2005 NOVEMBER 30, 2004
ASSETS
Current Assets
Cash and Cash Equivalents $ 186,495 $ 33,618
Notes Receivable 134,227 155,353
Loans Receivable Related Parties 265,686 380,447
Prepaid Expenses 82,102 103,749
Marketable Securities 8,136 3,517,000
Other Current Assets - 250,000
------------ ------------
Total Current Assets 676,646 4,440,167
------------ ------------
Property and Equipment, net 40,180 52,765
------------ ------------
Other Assets
Intangible Assets, net 28,938 28,603
Goodwill 980,000 8,209,071
Security Deposit 3,110 3,110
------------ ------------
Total Other Assets 1,012,048 8,240,784
------------ ------------
TOTAL ASSETS $ 1,728,874 $ 12,733,716
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 139,242 $ 20,640
Accrued Expenses 149,589 21,945
Loan Payable Related Parties 254,352 276,082
Current Portion of Notes
and Loans Payable 325,450 1,049,977
------------ ------------
Total Current Liabilities 868,633 1,368,644
------------ ------------
Total Liabilities 868,633 1,368,644
------------ ------------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 18,658,680 and
16,018,903 shares issued and outstanding
800,000 and 1,325,000 unissued 1,946 1,732
Paid-in-Capital 17,520,646 14,981,333
Retained Earnings Deficit (16,436,413) (1,231,002)
Accumulated Comprehensive Loss (225,938) (2,386,991)
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Total Stockholders' Equity 860,241 11,365,072
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,728,874 $ 12,733,716
============ ============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
NOVEMBER 30, 2005 NOVEMBER 30, 2004
Revenues
Net Sales $ - $ 123
Cost of Sales (4,977) (8,079)
------------ ------------
Gross Profit (4,977) (7,956)
Operating Expenses
General and Administrative 261,393 488,385
Sales and Marketing 2,000 15,357
Amortization - -
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Total Operating Expenses 263,393 503,741
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Loss from Operations (268,370) (511,698)
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Other Income (Expense)
Interest Income 2,429 4,943
Interest Expense (18,260) (24,659)
Loss on Disposition
of Marketable Securities (215,363) (48,364)
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Net Other Expenses (231,192) (68,081)
------------ ------------
Net Loss (499,562) (579,778)
Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (73,220) (1,873,994)
------------ ------------
Net Loss and Comprehensive Loss $ (572,782) $ (2,453,772)
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.03) $ (.04)
============ ============
Weighted Average Shares Outstanding 18,233,805 15,723,903
============ ============
Read 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
NOVEMBER 30, 2005 AND 2004
NOVEMBER 30, 2005 NOVEMBER 30, 2004
Revenues
Net Sales $ - $ 57
Cost of Sales (2,554) (4,069)
------------ ------------
Gross Profit (2,554) (4,012)
Operating Expenses
General and Administrative 208,114 243,224
Sales and Marketing - 1,806
Amortization - -
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Total Operating Expenses 208,114 245,029
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Loss from Operations (210,668) (249,041)
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Other Income (Expense)
Interest Income 18 2,479
Interest Expense (15,622) (12,054)
Gain (Loss) on Disposition
of Marketable Securities 50,001 (55,000)
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Net Other Income/(Expense) 34,396 (64,575)
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Net Loss (176,272) (313,617)
Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (26,034) (757,674)
------------ ------------
Net Loss and Comprehensive Loss $ (202,305) $ (1,071,290)
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.01) $ (.02)
============ ============
Weighted Average Shares Outstanding 18,646,966 15,723,903
============ ============
Read 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 MAY 31, 2004 THROUGH NOVEMBER 30, 2005
Add'l Paid
Number of At Par in Capital Accum. other Total
Shares Value & Treasury Retained Comprehen- Stockholder
Issued $.0001 Stock Deficit sive Inc. Equity
---------- ------ ----------- ---------- ---------- -----------
Bal 5/31/04 15,723,903 $1,702 $14,681,363 $(11,350,918) $ 24,607 $3,356,754
Sale of 1,675,000
shares Common
Stock 1,675,000 168 1,899,832 0 0 1,900,000
Accumulated other
Comprehensive Loss 0 0 0 0 (177,325) (177,325)
Dividend Paid 0 0 0 (1,025,699) 0 (1,025,699)
Net Operating Loss 0 0 0 (3,001,540) 0 (3,001,540)
----------- ------- ---------- ------------ ---------- ----------
Bal 5/31/05 17,398,903 1,870 16,581,195 (15,378,157) (152,718) 1,052,190
Sale of 733,777
shares Common
Stock 733,777 73 892,454 - - 892,527
Issuance of
500,000 shares
previously recorded
as unissued 500,000 - - - - -
Sale of 26,000
shares Common
Stock 26,000 3 46,997 - - 47,000
Comprehensive Loss
6/01/05 to 11/30/05 - - - - (73,220) (73,220)
Dividends Declared - - - (558,694) - (558,694)
Net Operating Loss 0 0 0 (499,562) 0 (499,562)
----------- ------- ----------- ------------ ---------- ----------
Bal 11/30/05 18,658,680 $1,946 $17,520,646 $(16,436,413) $(225,938) $ 860,241
=========== ======= =========== ============ ========== ==========
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004
NOVEMBER 30, 2005 NOVEMBER 30, 2004
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 123
Cash paid to suppliers of goods
and services (77,769) (570,201)
Income Taxes Paid - -
Interest Paid (12,604) (14,863)
Interest Received 24 448
_______________ _______________
Net Cash Flows Used in
Operating Activities (90,349) (584,493)
_______________ _______________
Cash Flows From Investing Activities
Purchase of Equipment (6,563) (1,400)
Deposit Made on Insurance Carrier into Escrow 0 (250,000)
Return of Investment Deposit 10,000 0
Sale of Marketable Securities 0 821,636
Purchase of Marketable Securities 0 (377,348)
Purchase of Promissory Note 0 (11,906)
_______________ _______________
Net Cash Flows Provided By
(Used In) Investing Activities (3,437) 180,982
_______________ _______________
Cash Flows From Financing Activities
Loans from Related Companies 167,907 882,736
Loans to Related Companies (62,000) 0
Repayment of Loans from Related Companies (176,677) (978,221)
Payment for Debtor in Possession financing (115,186) 0
Proceeds from Sale of Stock 190,750 545,000
Payments on Notes Payable (125,000) (35,000)
_______________ _______________
Net Cash Flows Provided By
Financing Activities (120,206) 414,515
_______________ _______________
Net Increase / (Decrease) in Cash (213,992) 11,004
Cash and Cash Equivalents at
Beginning of Period, June 1, 2005 and 2004 400,488 22,614
_______________ _______________
Cash and Cash Equivalents at
End of Period, November 30, 2005 and 2004 $ 186,495 $ 33,618
=============== ===============
Read 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 SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
NOVEMBER 30, 2005 NOVEMBER 30, 2004
Net Income (Loss) $ (572,782) $ (2,453,772)
Cash was increased by:
Increase in accrued expenses
Other Comprehensive Income 73,220 1,873,994
Bad Debt 262,237 0
Depreciation 4,977 8,079
Increase in Accrued Expenses 97,151 10,924
Increase in Accounts Payable 32,244 0
Decrease in Prepaid Expenses 12,604
Cash was decreased by
Decrease in Accounts Payable 0 (7,166)
Increase in Prepaid Expenses 0 (16,552)
_______________ _______________
Net Cash Flows Used in
Operating Activities $ (90,349) $ (584,493)
=============== ===============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
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 100
Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410, and the
telephone number is (561) 207-6395.
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
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE C - NOTES RECEIVABLE
Notes Receivable at November 30, 2005 consist of the following: 2005 2004
8% non-collateralized notes due on demand. --------- ---------
Interest is payable quarterly. Included in the balance
Is $21,945 of accrued interest receivable. $ 122,321 $ 115,957
A 4% note convertible to common stock of
Solid Imaging, LTD, interest is payable at maturity. - 27,490
Nine 8% promissory notes purchased from holders of notes
With Air Media Now, Inc. 11,906 11,906
A 5% non-collateralized surplus note that Cosmopolitan Life Insurance
has the right to repay, provided Cosmopolitan has sufficient capital
to operate as a stipulated premiums life insurance company.
Included in the balance is $12,238 of accrued interest. - -
--------- ---------
Total Notes Receivable $ 134,227 $ 155,353
========= =========
Management has made a determination that the $25,000 note receivable from Solid
Imaging, LTD was uncollectible, and has written off the amount due and accrued
interest of $27,737 as a loss on investment on May 31, 2005. Management has
made a determination that the $250,000 note receivable from Cosmopolitan Life
Insurance Company was uncollectible, and has written off the amount due and
accrued interest of $12,238 as a loss on investment on August 31, 2005. All of
the other notes receivable have been determined to be collectable and therefore,
management has not established an allowance for doubtful accounts.
NOTE D - LOANS RECEIVABLE RELATED PARTIES
The loans receivable from related corporate entities are non-collateralized,
non-interest bearing and are due on demand. As of November 30, 2005, eCom, a
related party, owed American Capital $186,334. As of November 29, 2004, eCom
has been 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). Pending bankruptcy court approval of eCom's
Reorganization Plan, which is expected in due course, there should not be a
material affect on the financial condition of American Capital.
The loans due American Capital as of November 30, 2005 are as follows:
eCom eCom.com Inc. 186,334
American Environmental,Inc. 48,624
USA Performance Products 3,783
US Insurance Management 25,516
Other 1,429
---------
Total $ 265,686
=========
11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE E - INVESTMENTS
The assets acquired by ACHI from Spaulding, and subsequently acquired by the
Company from ACHI, consisted primarily of equity ownership positions in ten
developing companies. The companies included: Smart Pill Holding Corp.,
Brilliant Roadways, Inc., @Visory, LLC., eSmokes, Inc., Efficien, Inc., IS
Direct Agency, Inc., Solid Imaging, Ltd., Century Aerospace Corporation, Traffic
Engine, Inc. and Metroflex, Inc.
American Capital wrote off its remaining interests in these companies with the
exception of IS Direct Agency, Inc., as a charge to Accumulated Comprehensive
Loss of $(2,279,500) for the period ending May 31, 2005.
Available-for-Sale Securities:
eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/PINK:ECEC.
The company, which was the former parent of USA SportsNet Company, now American
Capital Holdings, Inc., owns 1,437,100 common shares of eCom. The Company's
investment amounts to 2.9% of the outstanding shares of eCom. The cost for
this investment as of November 30, 2005 was $254,869. On November 30, 2005 the
market value based on a closing bid price of 0.005 per share was $8,136. The
difference in cost versus market value is recorded as a deficit in Accumulated
Other Comprehensive Income of $246,733.
NOTE F - PROPERTY AND EQUIPMENT
Equipment is stated at cost less depreciation. As of November 30, 2005,
equipment consisted of computer hardware, software, and office furniture and
equipment. Depreciation expense of $4,977 and 8,079 has been recorded for the
six months ending November 30, 2005 and 2004 respectively.
NOTE G - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for auditing work for the
Company, along with marketing and research material to be used for investor
relations.
NOTE H - INTANGIBLE ASSETS
Intangible assets consist of website and software development costs for IS
Direct, and fees related to applications for patents and trademarks.
Air Media Now!, Inc. is a Florida Corporation and trades on the OTC/PINK:AMNW.
On February 29, 2004, a stockholder of the Company contributed 53,660,374 shares
of Air Media Now!, Inc. to the Company as additional paid in capital. American
Capital Holdings, Inc. owns 53,660,374 common shares of Air Media Now!, Inc.
which amounts to approximately 90% of the outstanding shares of Air Media Now!,
Inc. The cost for this investment as of August 31, 2005 was $3,469,622. On
August 31, 2005 the market value based on a closing bid price of .007 per share
was $433,956. The only asset of Air Media Now!, Inc. is the right to certain
intellectual property. On May 31, 2005 management determined that this
intellectual property did not have any realizable value and has recorded a loss
on this investment of $3,469,622.
12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE I - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities.
NOTE J - Loan Payable Related Party
A non-interest bearing, non-collateralized loan payable to a related
company in the amount of $29,511 is due on demand. As of November 30, 2005
loans payable to shareholders in the amount of $254,352 are due on demand.
NOTE K - NOTES PAYABLE
Promissory Notes as of November 30, 2005 consisted of:
Nov. 30, 2005 Nov. 30, 2004
-------------- -------------
Four interest bearing, non-collateralized loans. the
The loans have various maturities throughout 2005. $ 325,450 $ 459,950
---------- ---------
Total Notes Payable 325,450 459,950
Less Current Portion (325,450) (459,950)
---------- ---------
Net Long-term Debt $ 0 $ 0
========== =========
The short-term notes payable mature as follows:
November 30, 2005 $ 325,450 $ 459,950
Two non-interest bearing, non-collateralized loans
due on demand $ 0 $ 590,027
---------- ---------
Total Notes Payable $ 325,450 $1,049,977
========== =========
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. The holder of a $500,000 10% note
payable with accrued interest of $9,315 agreed on May 7, 2004 to convert their
debt to common shares. During the quarter ending August 31, 2005 this debt was
converted into 590,027 shares of common stock.
NOTE L - WARRANTS
The Company has issued 1,005,000 detachable warrants for each dollar of debt as
described in Note K 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
13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE L - WARRANTS (CONTINUED)
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 each.
The following is a summary of warrants through:
Nov. 30, 2005 Nov. 30, 2004
Outstanding warrants at the beginning of the year 1,621,209 0
Warrants issued 0 1,621,209
Warrants expired 50,000 0
Warrants exercised 0 0
------------ ------------
Warrants outstanding at the end of the year 1,571,209 1,621,209
============ ============
NOTE M - COMMITMENTS AND CONTINGENCIES
The Company leases approximately 1,231 square feet office facilities in Palm
Beach Gardens, Florida under an operating lease of $3,478 per month which
expires on January 31, 2006. ISDA leases approximately 200 square feet of
office facilities in Buffalo, NY under a month to month agreement of $425.00 per
month.
Future minimum lease payments including sales tax as of November 30, 2005 are:
Fiscal Years ending:
May 31, 2006 10,859
--------
Total Minimum Lease Payments $ 10,859
Rent expense for the six month period ending November 30, 2005 was $23,416.
NOTE N - 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 November 30, 2005 totals
approximately $11,095,000. 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.
14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE N - INCOME TAXES (CONTINUED)
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.
NOTE O - STOCKHOLDERS' EQUITY
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.
Warrants were granted to Promissory Noteholders with detachable warrants.
Management has determined that the fair value of each warrant is $0.01.
The computation of diluted loss per share before extraordinary item for
the year ended May 31, 2005 does not include shares from potentially dilutive
securities as the assumption of conversion or exercise of these would have an
antidilutive effect on loss per share before extraordinary items. In accordance
with generally accepted accounting principles, diluted loss per share from
extraordinary item is calculated using the same number of potential common
shares as used in the computation of loss per share before extraordinary items.
NOTE P - DEFERRED TAX ASSET
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities. Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE P - DEFERRED TAX ASSET (CONTINUED)
Nov. 30, 2005 Nov. 30, 2004
------------- --------------
Loss carry forward for tax purposes$(11,095,000) $ (1,059,411)
============= ==============
Deferred tax asset (34%) 3,772,300 360,200
Valuation allowance (3,772,300) (360,200)
------------- --------------
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 November 30, 2005 was approximately
$11,095,000. 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 - RELATED PARTY TRANSACTIONS
The Company has receivables due from nine related entities. eCom eCom.com, Inc.
owes $186,334 for services paid to the Company's transfer agent and accountant,
including $100,000 of debtor-in-possession financing, as authorized by the
United States Bankruptcy Court, Case No. 04-35435-SHF. Freedom 4 Wireless, Inc.
owed the Company $670,199 for working capital and inventory purchased by ACHI,
and for investments into the company between March 2004 and June 2004. On
February 1, 2005, this investment was converted into 47,457,356
shares of MyZipSoft, Inc. common stock. Additional advances were made after
February 1, 2005, resulting in a balance due from MyZipSoft of $108,262. On
August 31, 2005 10,826,190 of shares of MyZipSoft were issued to American
Capital Holdings. These MyZipSoft shares where distributed to the shareholders
of American Capital Holdings on August 31, 2005. Additional advances to
support operations were made into each of the following eight spin-offs of eCom;
A Super Deal.com, Inc, Swap and Shop.net Corp, A Classified Ad, Inc, AAB
National Company, Pro Card Corporation, USAS Digital Inc, USA Performance
Products, and eSecureSoft Company. These related party transactions totaled
$377,664, on August 31, 2005 and an additional $72,767 during the three months
ending November 30, 2005. The following shares where issued to American Capital
Holdings by the following companies as compensation for these advances and
services.
Shares issued to American Capital Holdings during the six months ended November
30, 2005 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 are as follows:
16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE Q - RELATED PARTY TRANSACTIONS - (CONTINUED)
Shares distributed Shares distributed
Company name on August 31, 2005 on November 30, 2005
---------------------- ----------------- ---------------------
eSecureSoft Company 6,560,606 483,531
USAS Digital 4,502,351 1,050,875
Pro Card Corporation 5,265,896 1,463,125
AAB National 7,099,350 952,500
A Classified Ad 3,694,725 1,722,500
Swap and Shop 3,886,226 747,475
A Super Deal 6,757,351 856,750
MyZipSoft 10,826,190 0
The Company has received loans from various Officers and Directors. As of
November 30, 2005, the company owes $170,335 to Barney Richmond and $22,854 to
Richard Turner.
NOTE R - 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
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
17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE R - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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.
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. We intend to underwrite insurance policies through three
subsidiaries, through which we intend to conduct our primary business
18
AMERICAN CAPITAL HOLDINGS, INC.
operations. These subsidiaries are IS Direct Agency, Inc. ("IS Direct"),
Universe Life Insurance Company ("Universe").
IS Direct is a wholly-owned subsidiary of ACH, and is a licensed insurance
agency through which we will sell our products. IS Direct is currently licensed
in twenty three states. Chris Dillon, president of IS Direct, is authorized to
do business as an individual agent in 47 states and in the District of Columbia.
Mr. Dillon is currently applying for licenses in the three remaining states of
Alaska, Wyoming and Washington. IS Direct expects to obtain the necessary
licenses for it to operate in all 50 states. In addition to placing the
insurance components of our financial products, IS Direct will also sell term
life products, annuities and other traditional insurance products. We expect
most of the insurance products sold by IS Direct will be eventually underwritten
by Universe. However, we also plan to use IS Direct to sell additional products
of other licensed insurance carriers.
Universe is another wholly-owned subsidiary of ACH, which has been acquired in
escrow pending approval of the change in control by the Insurance Commissioner
of the State of Idaho. Universe is a life, health and annuities insurance
carrier, which is currently licensed to operate in 23 states. Universe is in
the application process to become licensed in all remaining states, and expects
to obtain the necessary licenses to operate in all 50 states in the near future.
We expect Universe to be domiciled in the State of South Carolina, with its
principal offices in Charleston.
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.
ACH's principal executive offices are located at 100 Village Square Crossing,
Suite 202, Palm Beach Gardens, FL 33410, and our telephone number is (561) 207-
6395. The Company's fiscal year ends May 31, 2005.
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.
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.
19
AMERICAN CAPITAL HOLDINGS, INC.
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.
Our plan of operation includes the underwriting of the insurance aspects of our
products through our subsidiaries. Pending approvals of our recent acquisitions
of Universe and Cosmopolitan, we will use third party insurance carriers.
However, upon receiving the approvals, which are expected in due course, we will
retain as much premium and commission money as possible within our subsidiaries.
IS Direct currently sells primarily term and whole life insurance products.
However, upon the completion of our pending proposed acquisition of Universe,
the scope of products available for sale by IS Direct is expected to broaden.
Universe is a life insurance company which we expect to use to underwrite the
insurance policies required by our GPACS products.
20
AMERICAN CAPITAL HOLDINGS, INC.
Results of Operations
Comparison of the six months ended November 30, 2005 with the six months
ended November 30, 2004.
Revenue for the six month period ended November 30, 2005 was $0 compared to
$123 recorded during the same period of the prior year. Revenues were
recorded from commission received by our insurance subsidiary IS Direct Agency.
Gross profit reflects a loss of $4,977 in the current year versus a loss of
$7,956 for the prior years six month period. Depreciation expense contributed
$4,977 to the current years deficit in gross profit and $8,079 to the prior
years six month period deficit.
General and administrative costs of $261,393 for the current six month period
reflect costs of staffing our administrative and sales offices. This represents
a $226,992 decrease from the administrative costs incurred for the six months
ending November 30, 2004. This decrease is due to the fact that overhead costs
are being distributed to the spin-off companies for services rendered by staff
and management of American Capital Holdings.
Our operations for the six months ended November 30, 2005 resulted in a net
loss of $268,370 versus 511,698 for the six months ended November 30, 2004.
Unrealized holding losses during the current six month period of $73,220 was the
result of a decline in the market value of both the Company's holdings in eCom
eCom.com.
Liquidity and Capital Resources
As of November 30, 2005 current assets totaled $676,646 compared to $4,440,167
at November 30, 2004. The $3,763,521 decrease in total current assets was the
result of distributing $1,584,393 in the stock of the eCom spinoff companies to
the shareholders of American Capital Holdings between May 31, 2005 and November
30, 2005 along with the write-down of Air Media Now which had a market value of
$1,239,874 as of November 30, 2003 and the write-off of the investments acquired
from Spaulding Ventures which had a market value of 1,834,500 as of November 30,
2004.
Accounts Payable increased from $20,640 to $139,242 between November 30, 2004
and November 30, 2005. Current liabilities decreased from $1,368,644 at the end
of the prior fiscal year to $868,633 at the end of the current quarter, a
decrease of $500,011 due to the conversion of short term debt to common stock
during the quarter ending August 31, 2005.
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.
21
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.
22
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is not a party to any legal proceedings.
ITEM 2. Unregistered sales of equity securities and use of proceeds.
In July 2005, the Company issued 100,000 shares of common stock to an accredited
investor. In August 2005, the Company issued 43,750 shares of common stock to
an accredited investor. In August 2005, 1,090,027 shares of commons stock were
issued in cancellation of debt. The shares were issued in reliance upon Section
4(2) of the Securities Act. A legend was placed on the certificates stating
that the securities were not registered under the Securities Act and setting
forth appropriate restrictions on their transfer or sale.
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Subsequent Events.
A special meeting of the shareholders of AMERICAN CAPITAL
HOLDINGS, INC. was held on December 7, 2005. A motion was
passed to remove Barry M. Goldwater, Jr., Norman E. Taplin and
Michael Pickens from the Board of Directors of the Company.
The Company also accepted the resignations of Michael Camilleri
and Matthew Salmon.
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 . 24
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page . 25
Exhibit 32 Section 1350 Certification on page . . . . . . . . 26
(b) Reports on Form 8-K:
None
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.
January 16, 2006 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
January 16, 2006 By: /s/ Richard C. Turner
Richard C. Turner,
23 Chief Financial Officer
AMERICAN CAPITAL HOLDINGS, INC.
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.
Date: January 16, 2006
/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
Principal Executive Officer
24
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.
Date: January 16, 2006
/s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer
25
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 November 30, 2005 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: January 16, 2006
/s/ Richard C. Turner
--------------------------
Richard C. Turner
Chief Financial Officer
Date: January 16, 2006
[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., 100 Village
Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410. 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.
26