alpha-En Corp - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31, 2008
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¨
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
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For
the transition period from
to
Commission
File Number 001-12885
AVENUE
ENTERTAINMENT GROUP INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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95-4622429
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
No.)
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120
White Plains Road, Tarrytown, New York 10591
(Address
of Principal Executive Offices)
(914)
631-5265
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90
days. Yes x No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
Accelerated Filer o Accelerated
Filer o
Non-accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
As
of May 14,
2008,
the registrant had outstanding 11,582,000 shares of common stock.
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Page
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PART
I. FINANCIAL INFORMATION
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ITEM
1. Financial Statements
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1
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ITEM
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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6
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ITEM
3. Quantitative
and Qualitative Disclosures About Market Risk
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7
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ITEM
4T. Controls and Procedures
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8
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PART
II. OTHER INFORMATION
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ITEM
1. Legal Proceedings
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9
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ITEM
1A. Risk
Factors
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9
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ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds
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9
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ITEM
3. Defaults upon Senior Securities
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9
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ITEM
4. Submission of Matters to a Vote of Security Holders
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9
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ITEM
5. Other Information
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9
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ITEM
6. Exhibits
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9
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SIGNATURES
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10
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Exhibit
31.1 - Section 302 Certification of Chief Executive
Officer
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Exhibit
31.2 - Section 302 Certification of Chief Financial
Officer
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Exhibit
32.1 - Section 906 Certification of Chief Executive Officer and Chief
Financial Officer
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AVENUE
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEET
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March
31, 2008
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December
31, 2007
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(Unaudited)
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(Audited)
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ASSETS
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Current
assets
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Cash
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$
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6,501
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$
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23,562
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Prepaid
Expenses
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-
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12,351
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TOTAL
ASSETS
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$
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6,501
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$
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35,913
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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Current
liabilities
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Accounts
payable and accrued liabilities
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$
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103,827
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$
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36,481
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Loan
payable - officer
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48,163
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47,568
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Due
to related party
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16,922
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18,422
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TOTAL
LIABILITIES
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168,912
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102,471
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STOCKHOLDERS'
DEFICIT:
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Preferred
stock, $.01 par value, 2,000,000 shares
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authorized;
none issued
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-
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-
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Common
stock, $.01 par value, 15,000,000 shares
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authorized;
11,582,000 shares issued and
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outstanding
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115,820
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115,820
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Class
B common stock, no par value, 1,000,000 shares
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authorized;
none used
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Additional
paid-in capital
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7,245,713
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7,245,713
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Accumulated
deficit
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(7,454,561
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(7,358,708
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Treasury
stock, at cost (798,918 shares of
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common
stock)
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(69,383
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(69,383
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TOTAL
STOCKHOLDERS' DEFICIT
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(162,411
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(66,558
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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6,501
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$
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35,913
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See
notes
to consolidated financial statements
1
AVENUE
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF OPERATIONS
(Unaudited)
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Three
Months Ended
March
31,
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2008
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2007
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Revenues
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$
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1,500
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$
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2,176
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General
and administrative expenses
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97,353
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10,589
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Net
loss
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$
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(95,853
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$
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(8,413
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Net
loss per share - basic and diluted
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$
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(0.01
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*
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Weighted
average common shares outstanding -
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basic
and diluted
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11,582,000
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10,321,030
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*
Less than $.01 per share
See
notes
to consolidated financial statements
2
AVENUE
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CASH FLOWS
(Unaudited)
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Three
Months Ended
March
31,
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2008
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2007
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Cash
Flows From Operations
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Cash
Flows From Operating Activities
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Net
loss
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$
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(95,853
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$
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(8,413
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Adjustments
to reconcile net loss to net cash
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(used
in) operating activities
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Changes
in operating assets and liabilities
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Prepaid
expenses
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12,351
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(19,601
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Accounts
payable and accrued expenses
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67,346
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1,956
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Loan
payable - officer
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595
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-
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Due
to related party
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(1,500
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(2,176
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Net
cash used in operating activities
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(17,061
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(28,234
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Cash
Flows From Financing Activities
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Proceeds
from collection of stock subscription receivable
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-
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29,393
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(Decrease)
increase in cash from operations
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(17,061
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1,159
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Cash
- Beginning of period
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23,562
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1,448
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Cash
- End of period
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$
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6,501
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$
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2,607
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See notes to consolidated financial statements.
3
AVENUE
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Organization
and Operations
Avenue
Entertainment Group, Inc. (the “Company”) was incorporated in Delaware on March
7, 1997 and had operated through its wholly-owned subsidiaries, Avenue Pictures,
Inc. and its subsidiaries (“Avenue Pictures”) and Wombat Productions, Inc.
(“Wombat”).
From
May
2, 2006, the Company has been inactive.
2. Summary
of Significant Accounting Policies
Basis
of
presentation
The
accompanying unaudited financial statements and related notes have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial statements and with the rules and regulations under
Regulation S-X of the Securities and Exchange Commission for Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements presentation. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to present fairly
the financial position, results of operations and cash flows for interim
financial statements have been included. These financial statements should
be
read in conjunction with the financial statements of the Company together with
the Company's management discussion and analysis in the Company's Form 10-KSB
for the year ended December 31, 2007. Interim results are not necessarily
indicative of the results for a full year.
Consolidated
Financial Statements
The
Company's consolidated financial statements include all the accounts of the
Company and its wholly-owned subsidiaries. All material intercompany accounts
and transactions have been eliminated.
Use
of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosures 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.
3.
Going
Concern and Management’s Plans
The
accompanying consolidated financial statements have been prepared assuming
that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Company had incurred operating losses, has negative working capital and
no
operating cash flow and future losses are anticipated. The Company’s plan of
operations, to raise equity financing, even if successful, may not result in
cash flow sufficient to finance and expand its business. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Realization of assets is dependent upon future operations of the Company, which
in turn is dependent upon management’s plans to meet its financing requirements
and the success of its future operations. These financial statements do not
include any adjustments related to the recoverability and classification of
asset amounts or the amounts and classification of liabilities that might be
necessary should the Company be unable to continue existence.
4
4. Income
Taxes
Effective
January 1, 2007, the Company adopted the provisions of Financial Accounting
Standards Board (“FASB”) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109" (“FIN 48”). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in the
Company's financial statements in accordance with FASB Statement 109,
"Accounting for Income Taxes", and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of
a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting
in
interim periods, disclosure and transition.
Management
has evaluated and concluded that there are no significant uncertain tax
positions requiring recognition in the Company's consolidated financial
statements.
The
Company's policy is to classify assessments, if any, for tax related interest
as
interest expenses and tax related penalties as general and administrative
expenses.
5.
Fair
Value Measurements
Effective
January 1, 2008, the Company adopted both SFAS 157 and SFAS 159 without any
effect.
Statement
of Financial Accounting Standards (“SFAS”) No. 157, "Fair Value Measurements"
(“SFAS 157”), defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. SFAS 157 applies
to other accounting pronouncements that require the use of fair value
measurements. A fair value measurement assumes that the transaction to sell
an
asset or transfer a liability occurs in the principal market for the asset
or
liability, or, in the absence of a principal market, the most advantageous
market for the asset or liability.
SFAS
No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities
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Including an amendment of FASB Statement 115" (“SFAS 159”) permits an entity to
elect to measure various financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings at each subsequent reporting date.
6.
Related Party Transactions
As
of
March 31, 2008, loan payable - officer was $48,163, payable on demand, with
interest at 5%, per annum.
7.
Stock
Subscription Receivable
In
January and February 2007, the Company collected the stock subscription
receivable of $29,393.
5
ITEM
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and related notes included
in this report. This discussion includes forward-looking statements that involve
risks and uncertainties. As a result of many factors, our actual results may
differ materially from those anticipated in these forward-looking statements.
Overview
Our
company cut back daily operations in late 2005 and essentially ceased daily
operations in May 2006. In September 2005, we sold certain assets to Cary Brokaw
Productions, and subsequently ceased the business of producing feature films,
television films and made-for-television/cable movies. Cary Brokaw also resigned
as a director of ours and as our Chief Executive Officer, President and Chief
Financial Officer. Gene Feldman assumed certain duties previously held by Mr.
Brokaw, including becoming our Chairman of the Board.
In
May
2006, Gene Feldman was diagnosed with lymphoma and resigned from his position
with us. On August 25, 2006, Gene Feldman passed away. On September 1, 2006,
Mr.
Feldman’s nephew, Michael D. Feldman, stepped in to become our Chief Executive
Officer and Chairman of the Board, and Jerome I. Feldman, Gene Feldman’s brother
and Michael D. Feldman’s father, became our Chief Financial Officer, Treasurer
and Vice Chairman of the Board. Since Gene Feldman’s resignation, we have been
substantially inactive. All monies disbursed by us from May 2006 to date were
used to pay for directors and officers’ insurance premiums and the cost of
maintaining our public company status. During that period, we have had no
employees, other than our officers and our board of directors has not
met.
Effective
May 2006, we sold our remaining assets to the estate of Gene Feldman, pursuant
to an agreement between Gene Feldman and us in early 2006; however, the actual
closing of the transaction did not occur until January 2007. We have no current
operations and do not expect to have revenue from operations in the near future.
Our present focus is to acquire a target company or business seeking the
perceived advantages of being a publicly-held corporation.
Three
Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
Operations
for the three months ended March 31, 2008 and 2007 are not comparable because,
commencing in mid 2007, we started the process of bringing our SEC filings
current whereas in early 2007, the company was dormant.
As
of
March 31, 2008, we had negative working capital of $162,411 compared to negative
working capital of $1,805 at March 31, 2007.
We
do not
have sufficient funds to continue our operating activities. Future operating
activities are expected to be funded by sales of common stock to and loans
from
officers, directors and major stockholders.
Off-balance
Sheet Arrangements
As
of the
date of this report, we have not entered into any transactions with
unconsolidated entities in which we have financial guarantees, subordinated
retained interests, derivative instruments or other contingent arrangements
that
expose us to material continuing risks, contingent liabilities or any other
obligations under a variable interest in an unconsolidated entity that provides
us with financing, liquidity, market risk or credit risk support.
6
Impact
of Inflation
We
believe that inflation has not had a material impact on our results of
operations for the three months ended March 31, 2008 and 2007. We cannot assure
you that future inflation will not have an adverse impact on our operating
results and financial condition.
Application
of Critical Accounting Policies and Estimates
The
significant accounting policies that we believe are the most critical to aid
in
fully understanding and evaluating our reported financial results are as
follows:
Consolidated
Financial Statements
Our
consolidated financial statements include the accounts our company and our
wholly-owned subsidiaries. All material intercompany accounts and transactions
have been eliminated.
Fair
Value of Financial Instruments
Our
carrying values of cash and due to related party approximate their fair values
because of the short-term maturity of these instruments.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires our management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures
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.
Income
(Loss) per Common Share
Basic
net
income (loss) per share was computed by dividing the net income (loss) for
the
period by the basic weighted average number of shares outstanding during the
period. Diluted net income (loss) per share was computed by dividing the net
income (loss) for the period by the weighted average number and any potentially
diluted shares outstanding during the period.
Share-Based
Compensation
We
recognize compensation expense for all share-based payment awards made to
employees, directors and others based on the estimated fair values on the date
of the grant. Options are valued using the Black-Scholes Option-Pricing Model
using the market price of our common stock on the date of valuation, an expected
dividend yield of zero, the remaining period or maturity date of the warrants
and the expected volatility of our common stock.
Deferred
Income Taxes
Deferred
income taxes are provided for temporary differences between financial statement
and income tax reporting under the liability method, using expected tax rates
and laws that are expected to be in effect when the differences are expected
to
reverse. A valuation allowance is provided when it is more likely than not,
that
the deferred tax asses will not be realized.
ITEM
3. Quantitative and Qualitative Disclosures About Market
Risk
Not
required.
7
ITEM
4T. Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation
of
our management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based
upon that evaluation, our Chief Executive Officer and the Chief Financial
Officer have concluded that our disclosure controls and procedures were not
effective as of March 31, 2008, based on their evaluation of these controls
and
procedures.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by
an
issuer in reports it files or submits under the Exchange Act is accumulated
and
communicated to management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Changes
in Internal Control over Financial Reporting
We
have
identified certain matters that constitute material weakness (as defined under
the Public Company Accounting Oversight Board Auditing Standard No. 2) in
our internal controls over financial reporting. The material weaknesses that
we
have identified relate to the fact that that our overall financial reporting
structure, internal accounting information systems and current staffing levels
are not sufficient to support our financial reporting requirements. We are
working to remedy our deficiency.
8
ITEM
1. Legal Proceedings
We
are
not the subject of any material pending legal proceedings and, to the knowledge
of our management, no material proceedings are presently contemplated against
us
by any federal, state or local governmental agency. Further, to the knowledge
of
our management, no director or executive officer is party to any action which
any has an interest adverse to us.
There
are
no material changes in the risk factors previously disclosed in our annual
report on Form 10-KSB for the year ended December 31, 2007.
ITEM
2. Unregistered Sales of Equity Securities and Use of
Proceeds
Unregistered
Sales of Equity Securities during the Three Months ended March 31,
2008
There
were no sales of unregistered securities during the three months ended March
31,
2008.
None.
None.
None.
Exhibit
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act.
Exhibit
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act.
Exhibit
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act.
9
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities
Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by
the
undersigned, thereunto duly authorized.
Dated:
May
14,
2008
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AVENUE
ENTERTAINMENT GROUP, INC.
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Michael
D. Feldman
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Chairman,
Chief Executive Officer
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(principal
executive officer)
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By:
/s/
Jerome I. Feldman
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Jerome
I. Feldman
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Vice
Chairman, Chief Financial Officer, Treasurer
|
|
(principal
financial and accounting officer)
|
10