Fuse Science, Inc. - Annual Report: 2010 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the fiscal year ended September 30, 2010
Commission
file number 000-22991
Double Eagle Holdings,
Ltd.
(Exact
name of registrant as specified in its charter)
Nevada
|
87-0460247
|
(State
of other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
5403 Mc Chesney Drive,
Charlotte, NC 28269
(Address
of principal executive offices) (Zip Code)
10130 Mallard Creek Road,
Charlotte, NC 28262
(Former
address of principal executive offices) (Zip Code)
Registrant’s telephone
number: (786) 629-6657
Securities
registered under Section 12(b) of the Exchange Act:
Title of
each class – None
Name of
each exchange on which registered – Not applicable
Securities
registered under Section 12(g) of the Exchange Act:
Common Stock, par value
$.001
Title of
class
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. ¨ Yes
x
No.
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. ¨ Yes
x
No.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
¨.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ¨ No
¨.
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
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 definition of “large accelerated filer,” “large
accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerate filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
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
x
No.
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter (March 31, 2010): $217,295.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. There were 50,925,820
shares of common stock outstanding as of November 30, 2010.
DOCUMENTS
INCORPORATED BY REFERENCE: No documents are incorporated by reference
into this Report except those Exhibits so incorporated as set forth in the
Exhibit index.
DOUBLE
EAGLE HOLDINGS, LTD.
FORM 10-K
INDEX
Page
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||
Part
I
|
||
Item
1:
|
Business
|
3
|
Item
1A:
|
Risk
Factors
|
4
|
Item
2:
|
Properties
|
4
|
Item
3:
|
Legal
proceedings
|
4
|
Item
4:
|
[Removed
and Reserved]
|
5
|
Part
II
|
||
Item
5:
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
6
|
Item
6:
|
Selected
Financial Data
|
7
|
Item
7:
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
7
|
Item
7A:
|
Quantitative
and Qualitative Disclosures about Market Risk
|
10
|
Item
8:
|
Financial
Statements and Supplementary Data
|
11
|
Item
9:
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
32
|
Item
9A(T):
|
Controls
and Procedures
|
32
|
Item
9B:
|
Other
Information
|
33
|
Part
III
|
||
Item
10:
|
Directors,
Executive Officers and Corporate Governance
|
34
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Item
11:
|
Executive
Compensation
|
36
|
Item
12:
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
37
|
Item
13:
|
Certain
Relationships and Related Transactions and Director
Independence
|
38
|
Item
14:
|
Principal
Accountant Fees and Services
|
42
|
Part
IV
|
||
Item
15:
|
Exhibits
and Financial Statement Schedules
|
43
|
Signatures
|
|
44
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2
PART
I
FORWARD
LOOKING STATEMENTS
This
Annual Report contains forward-looking statements within the meaning of the
federal securities laws that involve a number of risks and uncertainties. Our
future results may differ materially from our historical results and actual
results could differ materially from those projected in the forward-looking
statements as a result of certain risk factors. These factors are
described in the “Risk Factors” section below. Among the factors that
could cause actual results to differ materially from those expected are the
following: business conditions and general economic conditions; competitive
factors, such as pricing and marketing efforts; and the pace and success of
product research and development. These and other factors may cause expectations
to differ.
ITEM
1:
|
BUSINESS
|
Double
Eagle Holdings, Ltd. (the “Company,” “we,” “us” or “Double Eagle”) filed a
notification under Form N54a with the U.S. Securities and Exchange Commission,
(the “SEC”) on April 5, 2007, indicating its election to be regulated as a
business development company (a “BDC”) under the Investment Company Act of 1940
(the “1940 Act”) until this election was revoked, as described
below. Accordingly, commencing with the Form 10-Q for June 30, 2007,
the Company began filing as a BDC.
As a BDC,
we were required to invest at least 70% of our total assets in qualifying
assets, which, generally, would be privately held companies or companies with
thinly traded public securities at the time we invest in them. Qualifying assets
may also include cash, cash equivalents, U.S. Government securities or
high-quality debt investments maturing in one year or less from the date of
investment. We could invest a portion of the remaining 30% of our total assets
in debt and/or equity securities of companies that may be larger or more stable
than target portfolio companies.
The
holders of a majority of the Company’s issued and outstanding common stock,
pursuant to a written consent in lieu of a meeting, in accordance with the
Company’s certificate of incorporation and Nevada Law, approved the withdrawal
of the Company’s election to be treated as a BDC under the 1940
Act. Withdrawal of the Company’s election to be treated as a BDC
under the 1940 Act became effective on January 20, 2009, when the Company filed
Form N-54c with the SEC. Subsequent to the filing of Form N-54C with
the SEC, the Company has pursued a business model whereby it would acquire
majority ownership stakes in Internet development companies. In this
regard the Company would remain active in its majority owned Internet
development company, Ultimate Social Network, Inc.
Under the
New Business Model, the Company conducts its activities in such a way that
it will not be deemed an "investment company" subject to regulation under
the 1940 Act. Thus, it will not hold itself out as being engaged primarily
in the business of investing, reinvesting or trading in securities. In
addition, the Company will conduct its business in such a manner as to
ensure that it will at no time own or propose to acquire
investment securities having a value exceeding 40 percent of the Company's
total assets at any one time.
3
Effective
October 18, 2010, the Company entered into a Letter of Intent ("LOI") with M.E.
"Hank" Durschlag, its CEO to acquire Pocket Drops, Inc. and Skin Science,
Inc. The Company is seeking debt and equity financing to complete the
purchase and begin marketing. Pocket Drops has developed several
concentrated sublingual drops to include electrolytes for sports, caffeine drops
for energy and vitamin drops for children. Skin Science is a
patent-pending system including manufactured thin film incorporating natural and
synthetic active ingredients that when applied in conjunction with heat and
moisture increase the overall health and beauty of your skin. Skin
Science has also formulated a product for acne treatment.
Originally
incorporated in 1985, as Network Information Services, Inc.,
Network Systems International, Inc. ("NESI"), a Nevada corporation, was the
surviving corporation of a reverse merger completed in April 1996 and we
became a publicly traded entity in connection with the re-organization. The
securities now trade on the Pink Sheets under the symbol DEGH. Effective
February 10, 2001, we changed our name from Network Systems International,
Inc., to Onspan Networking, Inc. ("Onspan"). On October 9, 2001, we affected a 1
for 12 reverse stock split of our issued and outstanding common stock.
Prior to August 5, 2002, we were a holding company that through our
wholly owned subsidiary, InterLAN Communications, Inc.
("InterLAN"), developed data communications and networking infrastructure
solutions for business, government and education. On August 5, 2002, we
completed the sale of our operating division InterLAN and announced a
change in our strategy of business as discussed below. On April 22,
2003, we created a new subsidiary, Coventry 1 Inc., a Nevada corporation.
We had one other subsidiary, Onspan SmartHouse, Inc., a Florida
corporation.
On
November 25, 2006, pursuant to our Articles of Incorporation, the Board of
Directors proposed and recommended to our shareholders that we change the name
of the corporation to Double Eagle Holdings, Ltd. and increase the authorized
common shares to 100,000,000 shares, par value $0.001. The Amendments
were approved by a majority of our shareholders with an effective date of
January 2, 2007.
ITEM
1A:
|
RISK
FACTORS
|
Not
Applicable
ITEM
2: PROPERTIES
Our
corporate office is currently maintained in the home of our Chief Executive
Officer on a month-to-month basis at no charge.
ITEM
3:
|
LEGAL
PROCEEDINGS
|
We are
not currently subject to any legal proceedings, nor, to our knowledge, is any
legal proceeding threatened against us. From time to time, we may be a party to
certain legal proceedings in the ordinary course of business, including
proceedings relating to the enforcement of our rights under contracts with our
portfolio companies.
4
ITEM
4:
|
[REMOVED
AND RESERVED]
|
5
Part
II
ITEM
5:
|
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
Our
common stock is currently listed on the electronic quotation and reporting
service maintained by the National Association of Securities Dealers (“NASD”)
and known as the “OTC Bulletin Board” or “OTCBB” system and trades under the
symbol "DEGH".
The
market closing, high and low prices during each quarter for the last two years
are as follows:
QUARTER
ENDED
|
CLOSING
|
HIGH
|
LOW
|
|||||||||
December
31, 2009
|
.01 | .02 | .00 | |||||||||
March
31, 2010
|
.00 | .01 | .00 | |||||||||
June
30, 2010
|
.00 | .02 | .00 | |||||||||
September
30, 2010
|
.01 | .01 | .00 | |||||||||
December
31, 2008
|
.100 | .130 | .020 | |||||||||
March
31, 2009
|
.025 | .120 | .020 | |||||||||
June
30, 2009
|
.016 | .070 | .010 | |||||||||
September
30, 2009
|
.006 | .023 | .005 |
Number
of Shareholders and Total Outstanding Shares
As of
November 30, 2010, there were 50,925,820 shares of common stock issued and
outstanding, held by approximately 79 shareholders of record.
Dividends
on Common Stock
We have
not previously declared a cash dividend on our common stock and we do not
anticipate the payment of dividends in the near future.
Options
None.
Securities
Authorized for Issuance under Equity Compensation Plans
None.
Recent
sales of Unregistered Securities
Any sales
during the first three quarters of the fiscal year were reported in Item 2 of
Part II of the Form 10-Q filed for each quarter. There were no sales
in the fourth quarter.
6
ITEM
6: SELECTED
FINANCIAL DATA
Not
Applicable
ITEM
7:
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this report that are not historical fact are
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. The words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "believes," "estimates,"
"projects" or similar expressions are intended to identify these forward-looking
statements. These statements are subject to risks and uncertainties beyond our
reasonable control that could cause our actual business and results of
operations to differ materially from those reflected in our forward-looking
statements. The safe harbor provisions provided in the Securities Litigation
Reform Act do not apply to forward-looking statements we make in this report.
Forward-looking statements are not guarantees of future performance. Our
forward-looking statements are based on trends which we anticipate in our
industry and our good faith estimate of the effect on these trends of such
factors as industry capacity, product demand and product pricing. The inclusion
of projections and other forward-looking statements should not be regarded a
representation by us or any other person that we will realize our projections or
that any of the forward-looking statements contained in this prospectus will
prove to be accurate.
The
Company
We filed
a notification under Form N54a with the SEC on April 5, 2007, indicating our
election to be regulated as a BDC under the 1940 Act until this election was
revoked, as described below. Accordingly, commencing with the Form
10-Q for June 30, 2007, we began filing as a BDC.
As a BDC,
we were required to invest at least 70% of our total assets in qualifying
assets, which, generally, would be privately held companies or companies with
thinly traded public securities at the time we invest in them. Qualifying assets
may also include cash, cash equivalents, U.S. Government securities or
high-quality debt investments maturing in one year or less from the date of
investment. We could invest a portion of the remaining 30% of our total assets
in debt and/or equity securities of companies that may be larger or more stable
than target portfolio companies.
The
holders of a majority of the Company’s issued and outstanding common stock,
pursuant to a written consent in lieu of a meeting, in accordance with the
Company’s certificate of incorporation and Nevada Law, have approved the
withdrawal of the Company’s election to be treated as a business development
company ("BDC") under the Investment Company Act of 1940, as amended (the "1940
Act"). Withdrawal of the Company’s election to be treated as a BDC
under the 1940 Act became effective on January 20, 2009, when the Company filed
Form N-54c with the U.S. Securities and Exchange Commission
(“SEC”). Subsequent to the filing of Form N-54C with the SEC, the
Company intends to pursue a business model whereby it would acquire majority
ownership stakes in Internet development companies. In this regard
the Company would remain active in its majority owned Internet development
company, Ultimate Social Network, Inc.
7
Under the
New Business Model, the Company will at all times conduct its activities in
such a way that it will not be deemed an "investment company" subject to
regulation under the 1940 Act. Thus, it will not hold itself out as being
engaged primarily in the business of investing, reinvesting or trading
in securities. In addition, the Company will conduct its business in such a
manner as to ensure that it will at no time own or propose to acquire
investment securities having a value exceeding 40 percent of the Company's
total assets at any one time.
Effective
October 18, 2010, the Company entered into a Letter of Intent ("LOI") with M.E.
"Hank" Durschlag, its CEO to acquire Pocket Drops, Inc. and Skin Science,
Inc. The Company is seeking debt and equity financing to complete the
purchase and begin marketing. Pocket Drops has developed several
concentrated sublingual drops to include electrolytes for sports, caffeine drops
for energy and vitamin drops for children. Skin Science is a
patent-pending system including manufactured thin film incorporating natural and
synthetic active ingredients that when applied in conjunction with heat and
moisture increase the overall health and beauty of your skin. Skin
Science has also formulated a product for acne treatment.
LIQUIDITY
AND CAPITAL RESOURCES
At
September 30, 2010, we had a cash balance of $8,619 and current liabilities of
$248,705. We have received short-term loans from shareholders and
related parties to continue operations and have collected proceeds of $23,000
from the sale of part of an investment as of September 30,
2010. There can be no assurance that our shareholders or related
parties will either want to or be able to continue to fund our working capital
needs.
RESULTS
OF OPERATIONS
REVENUES
We began
operating as a BDC on April 5, 2007 and ceased operating as a BDC on January 20,
2009. We had management income from an affiliate of $8,800 in
2010 and $2,567 in 2009. At September 30, 2010, we are not actively
managing any companies.
RELATED
PARTY SERVICES
Related
party services declined in 2010 to $12,000 from $85,908 in 2009, primarily as a
result of the Company ceasing to be a BDC. The only cost included in
2010 was the amount accrued for the Company's CEO.
8
GENERAL
AND ADMINISTRATIVE EXPENSES
Other
general and administrative expense amounted to $35,003 in 2010 and $45,022 in
2009. Administrative costs have otherwise declined primarily due to
the change in format from a BDC to an operating company.
OTHER
INCOME (EXPENSE)
Other
income (expense) consists of the following:
2010
|
2009
|
|||||||
Interest
income - related parties
|
$ | 4,909 | $ | 6,266 | ||||
Interest
expense - related party
|
(6,378 | ) | (2,844 | ) | ||||
Realized
gain (loss) related party
|
6,600 | (24,500 | ) | |||||
Other
than temporary decline in available- for-sale
securities
|
(47,280 | ) | (3,620 | ) | ||||
$ | (42,149 | ) | $ | (24,698 | ) |
Interest
income is from the Company's investment in loans to a related
party. During 2010, the Company collected $6,500 on the note and
converted the balance to 624,761 shares of Efftec International, Inc. common
stock.
Interest
expense is from a loan from a related party, which was made in
2009. Other loans were made in 2010, resulting in an increase in
interest expense.
The
Company realized a gain from the sale of 110,000 shares of Efftec International,
Inc. common stock in 2010 and recorded a loss of $24,500 from the permanent
decline in value of its investment in an affiliate in 2009.
The
Company realized an other than temporary decline in available-for-sale
securities in 2010 and 2009, as noted above, for its investment in Efftec
International, Inc. common stock and North American Energy Resources, Inc.
common stock.
OTHER
COMPREHENSIVE INCOME (LOSS):
The
Company had an unrealized loss from its available-for-sale securities of $31,538
in 2010 and $248,385 in 2009, resulting in a comprehensive loss of $110,719 and
$401,446 in 2010 and 2009, respectively.
9
RECENT
ACCOUNTING PRONOUNCEMENTS
NEW
ACCOUNTING STANDARDS
There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective. Each of these
pronouncements, as applicable, has been or will be adopted by the
Company. Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results. See Note 2.
CRITICAL
ACCOUNTING POLICIES
The SEC
issued “Cautionary Advice Regarding Disclosure about Critical Accounting
Policies”, suggesting companies provide additional disclosure and commentary on
their most critical accounting policies. The SEC defined the most
critical accounting policies as the ones that are most important to the
portrayal of a company’s financial condition and operating results, and require
management to make its most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently
uncertain. Based on this definition our most critical accounting
policy is the valuation of our investments. The methods, estimates
and judgments we use in applying this accounting policy has a significant impact
on the results we report in our financial statements.
Investments
in which the Company has the ability to exercise significant influence and that,
in general, are at least 20 percent owned are stated at cost plus equity in
undistributed net earnings (loss), less distributions received. These
investments are evaluated for impairment and an impairment loss would be
recorded whenever a decline in the value of an equity investment or investment
carried at cost below its carrying amount is determined to be other than
temporary. In judging “other than temporary,” the Company considers
the length of time and extent to which the fair value of the investment has been
less than the carrying amount of the investment, the near-term and long-term
operating and financial prospects of the investee, and the Company’s long-term
intent of retaining the investment in the investee.
OFF-BALANCE
SHEET ARRANGEMENTS
None
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
None
ITEM
7A:
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Not
Applicable
10
ITEM
8: FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
DOUBLE
EAGLE HOLDINGS, LTD.
INDEX
TO FINANCIAL STATEMENTS
Page
|
|
Report
of Independent Registered Public Accounting Firms
|
13
|
Consolidated
Balance Sheets at September 30, 2010 and 2009
|
15
|
Statements
of Operations for the Years Ended September 30, 2010 and 2009
and from Inception (January 20, 2009) through September 30,
2010
|
16
|
Statements
of Changes in Stockholders' Equity (Deficit) for the Years Ended September
30, 2010 and 2009
|
17
|
Statements
of Cash Flows for the Years Ended September 30, 2010 and 2009 and from
Inception (January 20, 2009) through September 30, 2010
|
18
|
Notes
to Consolidated Financial Statements
|
19
|
11
PARITZ
& COMPANY, P.A.
15 Warren
Street, Suite 25
Hackensack,
New Jersey 07601
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Double
Eagle Holdings, LTD. and Subsidiary
(A
Development Stage Company)
We have
audited the accompanying consolidated balance sheet of Double Eagle Holdings,
LTD. and Subsidiary (A Development Stage Company) as of September 30, 2010, and
the related consolidated statements of operations, stockholders’ equity
(deficit) and cash flows for the year ended September 30, 2010 and since
development stage inception on January 20, 2009 through September 30, 2010.
These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We
conduct our audit in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Double Eagle Holdings, LTD.
and Subsidiary (A Development Stage Company) as of September 30, 2010, and the
related consolidated statements of operations, stockholders’ equity (deficit)
and cash flows for the year ended September 30, 2010 and since development stage
inception on January 20, 2009 through September 30, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1b to the
financial statements, the Company has had a loss from operations of $79,181. In
addition, the company had an unrealized decline in value on available-for-sale
securities of $31,538, which increased the comprehensive loss to $110,719, which
raises substantial doubt about its ability to continue as a going concern.
Management’s plans concerning these matters are also described in Note 1b. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/
Paritz & Company, P.A.
Paritz
& Company, P.A.
Hackensack,
New Jersey
December
28, 2010
12
SEALE
AND BEERS, CPAs
PCAOB & CPAB REGISTERED
AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Double
Eagle Holdings, LTD. and Subsidiary
(A
Development Stage Company)
We have
audited the accompanying consolidated balance sheet of Double Eagle Holdings,
LTD. and Subsidiary (A Development Stage Company) as of September 30, 2009 and
the related consolidated statements of operations, stockholders’ equity
(deficit) and cash flows for the year ended September 30, 2009 and since
development stage inception on January 20, 2009 through September 30, 2009.
These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conduct our audit in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Double Eagle Holdings, LTD.
and Subsidiary (A Development Stage Company) as of September 30, 2009, and the
related consolidated statements of operations, stockholders’ equity (deficit)
and cash flows for the year ended September 30, 2009 and since development stage
inception on January 20, 2009 through September 30, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1b
to the financial statements, the Company has had a loss from operations of
$153,061. In addition, the company had an unrealized decline in value on
available-for-sale securities of $248,385, which increased the comprehensive
loss to $401,446, which raises substantial doubt about its ability to continue
as a going concern. Management’s plans concerning these matters are
also described in Note 1b. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/
Seale and Beers, CPAs
Seale and
Beers, CPAs
Las
Vegas, Nevada
February
12, 2010
50 S. Jones Blvd. Suite 202
Las Vegas, NV 89107 Phone: (888)727-8251 Fax:
(888)782-2351
13
DOUBLE
EAGLE HOLDINGS, LTD. AND SUBSIDIARY
(Development
Stage Companies)
Consolidated
Balance Sheets
September
30, 2010 and 2009
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 8,619 | $ | 582 | ||||
Prepaid
expenses
|
5,000 | - | ||||||
TOTAL
CURRENT ASSETS
|
13,619 | 582 | ||||||
Notes
and accrued interest receivable - affiliate
|
- | 57,819 | ||||||
Available-for-sale
investments - affiliates
|
55,806 | 179,495 | ||||||
$ | 69,425 | $ | 237,896 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
LIABILITIES
|
||||||||
Accounts
payable
|
75,919 | 75,094 | ||||||
Accounts
payable - related parties
|
34,927 | 97,854 | ||||||
Convertible
notes payable - shareholders
|
130,803 | 100,000 | ||||||
Accrued
expenses
|
9,222 | 2,844 | ||||||
Advances
from related parties
|
- | 31,660 | ||||||
TOTAL
CURRENT LIABILITIES
|
250,871 | 307,452 | ||||||
Commitments
and contingencies
|
||||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, $0.001 par value; authorized 12,500 shares; no shares
issued and outstanding; $100 per share liquidation
preference
|
- | - | ||||||
Common
stock, $0.001 par value; authorized 100,000,000 shares;
50,925,820 shares issued and outstanding at September 30, 2010 and
2009, respectively
|
50,926 | 50,926 | ||||||
Additional
paid-in capital
|
9,946,022 | 9,946,022 | ||||||
Noncontrolling
interest
|
(126,344 | ) | - | |||||
Accumulated
other comprehensive income (loss)
|
(453 | ) | 31,085 | |||||
Accumulated
deficit:
|
||||||||
During
the development stage
|
(174,743 | ) | (97,895 | ) | ||||
Other
|
(9,876,854 | ) | (9,999,694 | ) | ||||
Total
accumulated deficit
|
(10,051,597 | ) | (10,097,589 | ) | ||||
Total
stockholders' equity (deficit)
|
(181,446 | ) | (69,556 | ) | ||||
Total
liabilities and stockholders' equity (deficit)
|
$ | 69,425 | $ | 237,896 |
See
accompanying notes to consolidated financial statements.
14
DOUBLE
EAGLE HOLDINGS, LTD. AND SUBSIDIARY
(Development
Stage Companies)
Consolidated
Statements of Operations
Years
Ended September 30, 2010 and 2009 and from Inception
(January
20, 2009) through September30, 2010
Development
|
||||||||||||
Stage
|
||||||||||||
Inception
|
||||||||||||
(January 20, 2009)
|
||||||||||||
Through
|
||||||||||||
2010
|
2009
|
September 30, 2010
|
||||||||||
Revenue
|
||||||||||||
Management
income - affiliate
|
$ | 8,800 | $ | 2,567 | $ | 11,367 | ||||||
Total
income
|
8,800 | 2,567 | 11,367 | |||||||||
Expenses:
|
||||||||||||
Related
party services
|
12,000 | 85,908 | 70,039 | |||||||||
General
and administrative expense
|
35,003 | 45,022 | 51,149 | |||||||||
47,003 | 130,930 | 121,188 | ||||||||||
Loss
from operations
|
(38,203 | ) | (128,363 | ) | (109,821 | ) | ||||||
Other
income (expense):
|
||||||||||||
Interest
income - related parties
|
4,909 | 6,266 | 9,596 | |||||||||
Interest
expense - related party
|
(6,378 | ) | (2,844 | ) | (9,222 | ) | ||||||
Realized
gain (loss) - related party
|
6,600 | (24,500 | ) | (17,900 | ) | |||||||
Other
than temporary decline in available-for-sale securities
|
(47,280 | ) | (3,620 | ) | (50,900 | ) | ||||||
Other
income (expense)
|
(42,149 | ) | (24,698 | ) | (68,426 | ) | ||||||
Loss
before noncontrolling interest
|
(80,352 | ) | (153,061 | ) | (178,247 | ) | ||||||
Non-controlling
interest
|
4 | - | 4 | |||||||||
Net
loss
|
(80,348 | ) | (153,061 | ) | (178,243 | ) | ||||||
Loss
per common share, basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average common shares outstanding
|
50,925,820 | 50,892,943 | ||||||||||
Other
comprehensive income (loss):
|
||||||||||||
Net
loss
|
$ | (80,348 | ) | $ | (153,061 | ) | $ | (178,243 | ) | |||
Unrealized
gain (loss) on available-for-sale securities
|
(31,538 | ) | (248,385 | ) | (6,923 | ) | ||||||
Net
comprehensive loss
|
$ | (111,886 | ) | $ | (401,446 | ) | $ | (185,166 | ) |
See
accompanying notes to consolidated financial statements.
15
DOUBLE
EAGLE HOLDINGS, LTD. AND SUBSIDIARY
(Development
Stage Companies)
Consolidated
Statements of Changes in Stockholders' Deficit
Years
Ended September 30, 2010 and 2009
Additional
|
||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-in
|
||||||||||||||||||
Shares
|
Par
|
Shares
|
Par
|
Capital
|
||||||||||||||||
Balance,
September 30, 2008
|
- | $ | - | 50,592,487 | $ | 50,592 | $ | 9,936,356 | ||||||||||||
Common
stock issued for:
|
||||||||||||||||||||
Cash
|
- | - | 333,333 | 334 | 9,666 | |||||||||||||||
Unrealized
loss from available-for-sale securities
|
- | - | - | - | - | |||||||||||||||
Net
loss
|
- | - | - | - | - | |||||||||||||||
Balance,
September 30, 2009
|
- | - | 50,925,820 | 50,926 | 9,946,022 | |||||||||||||||
Noncontrolling
interest
|
- | - | - | - | - | |||||||||||||||
Unrealized
loss from available-for-sale securities
|
- | - | - | - | - | |||||||||||||||
Net
loss
|
- | - | - | - | - | |||||||||||||||
Balance,
September 30, 2010
|
- | $ | - | 50,925,820 | $ | 50,926 | $ | 9,946,022 |
Accumulated
|
||||||||||||||||||||
Non
|
Other
|
Accumulated Deficit
|
||||||||||||||||||
Controlling
|
Comprehensive
|
Development
|
||||||||||||||||||
Interest
|
Income
|
Stage
|
Other
|
Total
|
||||||||||||||||
Balance,
September 30, 2008
|
$ | - | $ | 279,470 | $ | - | $ | (9,944,528 | ) | $ | 321,890 | |||||||||
Common
stock issued for:
|
||||||||||||||||||||
Cash
|
- | - | - | - | 10,000 | |||||||||||||||
Unrealized
loss from available-for-sale securities
|
- | (248,385 | ) | - | - | (248,385 | ) | |||||||||||||
Net
loss
|
- | - | (97,895 | ) | (55,166 | ) | (153,061 | ) | ||||||||||||
Balance,
September 30, 2009
|
- | 31,085 | (97,895 | ) | (9,999,694 | ) | (69,556 | ) | ||||||||||||
Noncontrolling
interest
|
(126,340 | ) | - | 3,500 | 122,840 | - | ||||||||||||||
Unrealized
loss from available-for-sale securities
|
- | (31,538 | ) | - | - | (31,538 | ) | |||||||||||||
Net
loss
|
(4 | ) | - | (80,348 | ) | - | (80,352 | ) | ||||||||||||
Balance,
September 30, 2010
|
$ | (126,344 | ) | $ | (453 | ) | $ | (174,743 | ) | $ | (9,876,854 | ) | $ | (181,446 | ) |
See
accompanying notes to consolidated financial
statements.
16
DOUBLE
EAGLE HOLDINGS, LTD. AND SUBSIDIARY
(Development
Stage Companies)
Consolidated
Statements of Cash Flows
Years
Ended September 30, 2010 and 2009 and from Inception
of
Development Stage (January 20, 2009) through September 30, 2010
Development
|
||||||||||||
Stage
|
||||||||||||
Inception
|
||||||||||||
(January
20, 2009)
|
||||||||||||
Through
|
||||||||||||
2010
|
2009
|
September 30, 2009
|
||||||||||
Operating
activities:
|
||||||||||||
Net
increase (decrease) in net assets from operations
|
$ | (80,348 | ) | $ | (153,061 | ) | $ | (178,243 | ) | |||
Adjustments
to reconcile net increase (decrease) in net assets from operations to
net cash used in operating activities:
|
||||||||||||
Other
than temporary decline in available-for-sale securities
|
47,280 | 3,620 | 50,900 | |||||||||
Investment
received for management services
|
(8,800 | ) | - | (8,800 | ) | |||||||
Accrued
interest income
|
(4,909 | ) | - | (4,909 | ) | |||||||
(Gain)
loss on sale of investments
|
(6,600 | ) | 24,500 | 17,900 | ||||||||
Non-controlling
interest
|
(4 | ) | - | (4 | ) | |||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable and accrued interest - related parties
|
- | (2,497 | ) | (4,686 | ) | |||||||
Prepaid
expenses
|
(5,000 | ) | - | (5,000 | ) | |||||||
Accounts
payable and accrued expenses
|
826 | 48,449 | 29,088 | |||||||||
Accounts
payable and accrued expenses - related parties
|
10,942 | 47,025 | 44,598 | |||||||||
Advances
from related parties for working capital
|
- | 11,660 | 6,660 | |||||||||
Net
cash used in operating activities
|
(46,613 | ) | (20,304 | ) | (52,496 | ) | ||||||
Investing
activities:
|
||||||||||||
Proceeds
from sale of investments
|
23,000 | - | 23,000 | |||||||||
Net
cash used in investing activities
|
23,000 | - | 23,000 | |||||||||
Financing
activities:
|
||||||||||||
Common
stock issued for cash
|
- | 10,000 | - | |||||||||
Loans
from related parties
|
31,650 | - | 31,650 | |||||||||
Net
cash used in investing activities
|
31,650 | 10,000 | 31,650 | |||||||||
Net
increase (decrease) in cash and cash equivalents
|
8,037 | (10,304 | ) | 2,154 | ||||||||
Cash
and cash equivalents, beginning of period
|
582 | 10,886 | 6,465 | |||||||||
Cash
and cash equivalents, end of period
|
$ | 8,619 | $ | 582 | $ | 8,619 | ||||||
Supplemental
Cash Flow Information:
|
||||||||||||
Cash
paid for interest and income taxes:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
- | - | - | |||||||||
Non-cash
investing and financing activities:
|
||||||||||||
Note
payable issued to acquire investment
|
100,000 | 100,000 | 100,000 | |||||||||
Recision
of agreement to acquire investment with a note payable
|
100,000 | - | 100,000 | |||||||||
Conversion
of note receivable into available-for-sale securities
|
56,229 | - | 56,229 | |||||||||
Accounts
payable changed into convertible notes payable
|
67,493 | - | 67,493 | |||||||||
Loans
from related parties changed into convertible notes
payable
|
63,310 | - | 63,310 |
See
accompanying notes to consolidated financial statements.
17
DOUBLE
EAGLE HOLDINGS, LTD. AND SUBSIDIARY
(Development
Stage Companies)
Notes
to Consolidated Financial Statements
1.
|
NATURE
OF BUSINESS
|
|
a.
|
ORGANIZATION
|
The
consolidated financial statements include the accounts of Double Eagle Holdings,
Ltd. ("Double Eagle") and its wholly owned subsidiary Ultimate Social Network,
Inc. ("USN") (collectively the "Company," "we" or "us").
b. ACQUISITIONS
On
October 18, 2010, the Company entered into a letter of intent ("LOI") to acquire
two privately held development stage companies, Pocket Drops, Inc. and Skin
Science, Inc.
The
Company is seeking debt and equity financing to complete the purchase and begin
marketing. Pocket Drops has developed several concentrated sublingual
drops to include electrolytes for sports, caffeine drops for energy and vitamin
drops for children. Skin Science is a patent-pending system including
manufactured thin film incorporating natural and synthetic active ingredients
that when applied in conjunction with heat and moisture increase the overall
health and beauty of your skin. Skin Science has also formulated a
product for acne treatment.
c. BDC
OPERATIONS
Double
Eagle filed a notification under Form N54a with the U.S. Securities and Exchange
Commission, (the “SEC”) on April 5, 2007, indicating its election to be
regulated as a business development company (a “BDC”) under the Investment
Company Act of 1940 (the “1940 Act”), until this election was revoked, as
described below. Accordingly, commencing with the Form 10-Q for June
30, 2007, the Company began filing as a BDC.
As a BDC,
the Company was required to invest at least 70% of its total assets in
qualifying assets, which, generally, would be privately held companies or
companies with thinly traded public securities at the time we invest in them.
Qualifying assets may also include cash, cash equivalents, U.S. Government
securities or high-quality debt investments maturing in one year or less from
the date of investment. The Company could invest a portion of the remaining 30%
of its total assets in debt and/or equity securities of companies that may be
larger or more stable than target portfolio companies.
18
The
holders of a majority of the Company’s issued and outstanding common stock,
pursuant to a written consent in lieu of a meeting, in accordance with the
Company’s certificate of incorporation and Nevada Law, approved the withdrawal
of the Company’s election to be treated as a BDC under the 1940 Act, which
became effective on January 20, 2009, when the Company filed Form N-54c with the
SEC. Subsequent to the filing of Form N-54C with the SEC, the Company
has pursued a business model whereby it would acquire majority ownership stakes
in Internet development companies. In this regard the Company would
remain active in its majority owned Internet development company, Ultimate
Social Network, Inc.
Under the
New Business Model, the Company will at all times conduct its activities in
such a way that it will not be deemed an "investment company" subject to
regulation under the 1940 Act. Thus, it will not hold itself out as being
engaged primarily in the business of investing, reinvesting or trading
in securities. In addition, the Company will conduct its business in such a
manner as to ensure that it will at no time own or propose to acquire
investment securities having a value exceeding 40 percent of the Company's
total assets at any one time.
|
d.
|
HISTORY
|
Originally
incorporated in 1985, as Network Information Services, Inc.,
Network Systems International, Inc. ("NESI"), a Nevada corporation, was the
surviving corporation of a reverse merger completed in April 1996. The
Company became a publicly traded entity in connection with the
re-organization. The Company's common stock now trades on the Pink
Sheets under the symbol DEGH. Effective February 10, 2001, the Company changed
its name from Network Systems International, Inc., to Onspan Networking,
Inc. ("Onspan").
On
November 25, 2006, pursuant to the Articles of Incorporation of the Company, the
Board of Directors proposed and recommended to the shareholders of the Company
that the Company change the name of the corporation to Double Eagle Holdings,
Ltd. (the “Company”) and increase the authorized common shares to 100,000,000
shares, par value $0.001. The Amendments were approved by a majority
of the shareholders of the Company with an effective date of January 2,
2007.
e.
|
GOING
CONCERN
|
The
Company has not established sources of revenue sufficient to fund the
development of business, projected operating expenses and commitments for the
next twelve months. The Company incurred a loss from operations of
$80,348 in 2010. In addition, the company had an unrealized decline
in value in available-for-sale securities of $31,538, which increased the
comprehensive loss to $111,886, during the year ended September 30,
2010. At September 30, 2010, current assets are $13,619 and current
liabilities are $250,872.
The
Company has demonstrated an ability to raise funds as needed to fund operations
and investments. However, there can be no assurance that the planned sale of
common stock or proceeds from loans will provide sufficient funding to develop
the Company’s current business plan.
19
These
conditions raise some doubt about the Company’s ability to continue as a going
concern.
2.
SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, United Social Network, Inc.
("USN") All significant intercompany balances and transactions have
been eliminated in consolidation.
RECLASSIFICATION
Certain
reclassifications have been made in the financial statements at September 30,
2009 and for the year then ended to conform to the September 30, 2010
presentation. The reclassifications had no effect on net
loss.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Significant estimates include the
valuation of the investments in portfolio companies and deferred tax asset
valuation allowances. Actual results could differ from those
estimates.
REVENUE
RECOGNITION
The
Company's current source of revenue is from management fees from both affiliated
companies and non-affiliated companies. Our revenue recognition
policy provides that revenue is generally realized or realizable and earned when
all of the following criteria have been met:
|
·
|
Persuasive
evidence of an arrangement exists;
|
|
·
|
Delivery
has occurred or services have been
rendered;
|
|
·
|
The
seller's price to the buyer is fixed or determinable;
and
|
|
·
|
Collectability
is reasonably assured.
|
We may
collect revenue in both cash and in the equity securities of the company to whom
we are providing services. Typically when we are paid cash for
services, it is based on a monthly fee and is recorded when
earned. When we receive equity securities for our management
services, we generally receive the securities in advance for our services to be
earned over the life of the contract. We value these securities and
defer recognition of the revenue over the life of the management
contract.
The fair
value of the equity instruments received is determined based upon the stock
prices as of the date we reached an agreement with the third
party. The terms of the securities are not subject to adjustment
after the measurement date.
20
MARKETABLE
EQUITY SECURITIES
Trading
securities
The
Company's investment in marketable equity securities are carried at fair value
and are classified as current assets in the consolidated balance
sheets. Unrealized gains and losses, net of tax, are reported in the
statement of operations as unrealized gain (loss) on marketable equity
securities. Gains and losses are reported in the consolidated
statements of operations when realized, based on the disposition of specifically
identified investments on the first-in, first-out method.
Available-for-sale
securities
The
Company’s investments in marketable equity securities which are classified as
available-for-sale are carried at fair value. Investments available
for current operations are classified in the consolidated balance sheets as
current assets; investments held for long-term purposes are classified as
non-current assets. Unrealized gains and losses, net of tax, are
reported in other comprehensive income as a separate component of shareholders’
equity. Gains and losses are reported in the consolidated statements
of operations when realized, determined based on the disposition of specifically
identified investments on the first-in, first-out method.
Investments
identified by the Company as being potentially impaired are subject to further
analysis to determine if the impairment is other than
temporary. Other than temporary declines in market value from
original costs are charged to investment and other income, net, in the period in
which the loss occurs. In determining whether investment holdings are
other than temporarily impaired, the Company considers the nature, cause,
severity and duration of the impairment.
OTHER
INVESTMENTS
Investments
in which the Company has the ability to exercise significant influence and that,
in general, are at least 20 percent owned are stated at cost plus equity in
undistributed net earnings (loss), less distributions received. These
investments are evaluated for impairment and an impairment loss would be
recorded whenever a decline in the value of an equity investment or investment
carried at cost below its carrying amount is determined to be other than
temporary. In judging “other than temporary,” the Company considers
the length of time and extent to which the fair value of the investment has been
less than the carrying amount of the investment, the near-term and long-term
operating and financial prospects of the investee, and the Company’s long-term
intent of retaining the investment in the investee.
NOTES
RECEIVABLE
Notes
receivable are carried at their estimated collectible
amounts. Interest income on notes receivable is recognized using the
interest method. Interest income on impaired loans is recognized as
cash is collected or on a cost-recovery basis. An allowance for
doubtful accounts is established and a bad debt expense recorded for the portion
of the note balance the Company considers uncollectible.
21
CASH
AND CASH EQUIVALENTS
For
purposes of the statements of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Fair
value information about financial statements is required to be disclosed when it
is practicable to estimate that value. The carrying amounts of the
Company’s cash, accounts receivable, accounts payable and notes payable
approximate their estimated fair value due to the short-term maturities of these
financial instruments and because related interest rates offered to the Company
approximate current rates.
INCOME
TAXES
The
Company accounts for income taxes under the asset and liability method and
deferred income taxes are provided on the liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating loss
and tax credit carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment. Due to its limited operations, the
Company has provided a valuation allowance for the full amount of the deferred
tax assets.
STOCK
OPTION PLAN
The
Company follows current accounting requirements and uses the modified
prospective and transition method for all stock options issued. The
Company measures compensation cost for all options granted based on fair value
on the date of grant and recognizes compensation over the service period for
those options expected to vest. The Company did not grant any options
during the years ended September 30, 2010 and 2009.
EARNINGS
(LOSS) PER COMMON SHARE
The
Company is required to report both basic earnings per share, which is based on
the weighted-average number of common shares outstanding, and diluted earnings
per share, which is based on the weighted-average number of common shares
outstanding plus all potentially dilutive shares outstanding. At
September 30, 2010 and 2009, there are no potentially dilutive common stock
equivalents. Accordingly, no common stock equivalents are included in
the earnings (loss) per share calculations and basic and diluted earnings per
share are the same for all periods presented
22
COMPREHENSIVE
INCOME
All items
that are required to be recognized under accounting standards as components of
comprehensive income are to be reported in a financial statement that is
displayed with the same prominence as other financial statements. We are
required to (a) classify items of other comprehensive income by their
nature in financial statements, and (b) display the accumulated balance of other
comprehensive income separately in the equity section of the balance sheet for
all periods presented.
CONCENTRATION
OF CREDIT RISK
Cash is
maintained at financial institutions, which at times may exceed the FDIC
insurance limit.
RECENT
ACCOUNTING PRONOUNCEMENTS
There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective. Each of these
pronouncements, as applicable, has been or will be adopted by the
Company. Below is a listing of those pronouncements which may impact
the Company when adopted.
In August
2010, the FASB issued Accounting Standards Update 2010-21 (ASU 2010-21),
"Accounting for Technical Amendments to Various SEC Rules and Schedules —
Amendments to SEC Paragraphs Pursuant to Release No. 33-9026; Technical
Amendments to Rules, Forms, Schedules and Codification of Financial Reporting
Policies" and ASU 2010-22, "Accounting for Various Topics — Technical
Corrections to SEC Paragraphs - An announcement made by the staff of the U.S.
Securities and Exchange Commission." Both corrections have been adopted by the
Company and had no effect on the financial position, results of operations or
cash flows of the Company.
3. INVESTMENTS
IN AFFILIATES
Investments
at September 30, 2010 and 2009 are summarized as follows:
2010
|
2009
|
|||||||
Available-for-sale
securities - affiliates
|
$ | 55,806 | $ | 179,495 | ||||
Notes
receivable due from affiliate
|
||||||||
Cost
|
- | 55,089 | ||||||
Accrued
interest
|
- | 2,730 | ||||||
- | 57,819 |
23
Available-for-sale
investments may be summarized as follows:
Realized
|
Unrecognized
|
|||||||||||||||
Holding
|
Holding
|
Fair
|
||||||||||||||
Cost
|
Losses
|
Losses
|
Value
|
|||||||||||||
September
30, 2010
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 68,009 | $ | (13,280 | ) | $ | (453 | ) | $ | 54,276 | ||||||
North
American Energy
|
35,530 | (34,000 | ) | - | 1,530 | |||||||||||
$ | 103,539 | $ | (47,280 | ) | $ | (453 | ) | $ | 55,806 | |||||||
September
30, 2009
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 16,500 | $ | (3,620 | ) | $ | - | $ | 12,880 | |||||||
North
American Energy
|
135,530 | - | 31,085 | 166,615 | ||||||||||||
$ | 152,030 | $ | (3,620 | ) | $ | 31,085 | $ | 179,495 |
Efftec
International, Inc. ("EFFI") has developed an Internet-based chiller tool which
it is installing and selling to its customer base. North American
Energy Resources, Inc. ("NAEY") is an oil and gas development and production
company with operations currently in Oklahoma.
Notes
receivable consist of the following at September 30, 2009 (none at September 30,
2010):
2009
|
||||
Efftec
International, Inc.
|
||||
Principal
|
$ | 55,089 | ||
Accrued
interest
|
2,730 | |||
$ | 57,819 |
During
2010, the Company received a cash payment of $6,500 and 624,761 shares of EFFI
common stock for the note and accrued interest.
4. INCOME
TAXES
During
the years ended September 30, 2010 and 2009, the provision for income taxes (all
deferred) differs from the amounts computed by applying the U.S. Federal income
tax rate of 34% to income before provision for income taxes as a result of the
following:
2010
|
2009
|
|||||||
Computed
"expected" income tax benefit
|
$ | 27,300 | $ | 52,000 | ||||
State
income taxes, net of federal benefit
|
3,200 | 6,100 | ||||||
Valuation
allowance
|
(30,500 | ) | (58,100 | ) | ||||
$ | - | $ | - |
24
Significant
components of deferred income tax assets are as follows:
2010
|
2009
|
|||||||
Net
operating loss carryforwards
|
1,042,700 | 939,200 | ||||||
Capital
loss carryforwards
|
125,200 | 6,100 | ||||||
Investments
|
18,000 | 210,100 | ||||||
Total
deferred tax assets
|
1,185,900 | 1,155,400 | ||||||
Valuation
allowance
|
(1,185,900 | ) | (1,155,400 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
The
Company has a net operating loss carryforward of approximately $2,744,000, which
will expire at various dates beginning in 2022 through 2029, if not
utilized. The Company has a capital loss carryforward of $9,548 which
expires in 2011 and $320,000 which expires in 2015.
5.
STOCKHOLDERS’
EQUITY (DEFICIT)
Common
stock
At
September 30, 2010 and 2008, the Company had 100,000,000 shares authorized and
50,925,820 shares issued and outstanding, of its $0.001 par value common
stock.
Transactions
during the year ended September 30, 2010
None.
Transactions
during the year ended September 30, 2009
The
Company sold 333,333 shares of its common stock for $10,000 during the year
ended September 30, 2009.
Non-controlling
interest
In
December 2007, the Company acquired 60% of USN in exchange for 6,400,000 shares
of the Company's common stock, which was valued at $320,000 based on the trading
price for the Company's common stock. Total calculated net assets of
USN were $533,333 at the time of acquisition and the non-controlling interest
was valued at $213,333. USN incurred losses of $797,595 during the
year ended September 30, 2008. The non-controlling interest share of
the loss was $319,038 which was reduced by the balance of the non-controlling
interest of $213,333 with the remaining $105,705 included in the statement of
operations of the Company. In the year ended September 30, 2009, USN
incurred as additional loss of $51,587 of which the non-controlling interest
share was $20,635, which was also included in the statement of operations of the
Company. Effective January 20, 2009, when the Company withdrew its
election to be treated as a BDC, the Company became subject to the reporting
requirements of Topic 810 which were effective for interim and annual periods
beginning after December 15, 2008.
25
Topic 810
now requires a non-controlling interest to be included in the equity section of
the balance sheet and also requires the Company in consolidation to continue to
allocate losses to the non-controlling interest even if the balance becomes
negative (a debit balance). Previous guidance provided that the
Company would discontinue allocating losses to the non-controlling interest when
the balance of non-controlling interest reached zero.
The
effect of the change as of October 1, 2009 is summarized as
follows:
Original
|
Adjusted
|
|||||||||||
Balance
|
Adjustment
|
Balance
|
||||||||||
Noncontrolling
interest
|
$ | - | $ | (126,340 | ) | $ | (126,340 | ) | ||||
Accumulated
deficit:
|
||||||||||||
During
the development stage
|
(97,895 | ) | 3,500 | (94,395 | ) | |||||||
Other
|
(9,999,694 | ) | 122,840 | (9,876,854 | ) | |||||||
(10,097,589 | ) | 126,340 | (9,971,249 | ) | ||||||||
$ | (10,097,589 | ) | $ | - | $ | (10,097,589 | ) |
6. RELATED
PARTY TRANSACTIONS
The
Company operated as a BDC until January 20, 2009, when it elected to no longer
be treated as a BDC. As a part of its operations and consistent with
the operating parameters of a BDC, the Company developed a number of
relationships with its portfolio company investments, including members of the
Company's board of directors becoming officers and directors of its portfolio
company investments. The Company made loans to the portfolio
companies and entered into management agreements with the portfolio
companies. As a result of operating as a BDC and then converting to
an operating company, a number of its previous relationships are now required to
be categorized as related party transactions, which are described as
follows:
While
operating as a BDC the Company had management contracts and made loans to its
60% owned subsidiary USN. These transactions aggregate $210,778 as of
September 30, 2010 and 2009 and are eliminated in consolidation with
USN.
Hank
Durschlag, the Company's CEO, was CEO and a director of Efftec
International, Inc. until April 1, 2010. The Company had made a loan
and owned shares of Efftec common stock. At September 30, 2010 and
2009, the Company owned 542,761 and 8,000 shares of Efftec common stock,
respectively and had a note receivable in the amount of $55,089 with accrued
interest of $2,730 at September 30, 2009. During 2010, the Company
received 20,000 shares of Efftec common stock for a management contract valued
at $8,800, collected $6,500 in cash as partial payment on the note and received
624,761 shares of Efftec common stock in exchange for the balance of the note
receivable and accrued interest. The Company sold 110,000 shares of
the Efftec stock for proceeds of $16,500 and realized a gain of $6,600 during
2010. The Company recorded interest income of $4,909 and $6,266 in
2010 and 2009, respectively. The Company recorded an other than
temporary decline on its investment in Efftec stock of $13,280 and $3,620 in
2010 and 2009, respectively.
26
The
Company received non-interest bearing advances from affiliates in the amounts of
$31,660 at September 30, 2009, as detailed below. MLM Concepts is
owned 50% by Michael D. Pruitt, former CEO and director of the
Company. Chef-on-the-Go is owned by a shareholder of the
Company. The Company received additional advances of $31,650 in 2010
and the total of $63,310 was converted into convertible notes payable with
interest at 12% per annum and convertible into common stock at $0.025 per
share.
Ross
Silvey was a director of the Company and was also CEO and a director of North
American Energy Resources, Inc. ("NAEY"). Director fees were accrued
for Mr. Silvey in the amount of $3,000 in 2009. Mr. Silvey ceased his
direct involvement on the audit committee when the Company ceased operation as a
BDC in January 2009. Mr. Silvey is owed $2,500 at September 30, 2010
and 2009 for prior director fees. Mr. Silvey resigned on February 1,
2010.
G. David
Gordon was corporate counsel and billed legal fees of $32,681 in 2009 (none in
2010). Mr. Gordon was owed $2,161 and $55,354 at September 30, 2010
and 2009, respectively. Mr. Gordon owns 25% of ALT Energy,
Inc.
Hank
Durschlag, the Company's CEO, had accrued $12,000 and $16,227 for his services
as CEO during 2010 and 2009, respectively. Mr. Durschlag was owed
$30,266 and $9,000 at September 30, 2010 and 2009, respectively.
On July
11, 2008, the Company issued 500,000 shares of its common stock to acquire 5% of
ALT Energy, Inc., a private oil and gas company with gas reserves in
Oklahoma. The investment was valued at $24,500 based on the trading
price of the Company's common stock at that time. As a result of a
decline in gas prices, ALT's reserves were fully impaired during the quarter
ended June 30, 2009. Accordingly, the Company fully impaired its
investment at that time. ALT is owned 25% by Mr. Gordon and 70% by
Joel Holt, who is also a stockholder of the Company.
On July
31, 2008, the Company converted its loan with NAEY in the amount of $35,530,
including accrued interest, into 153,000 shares of NAEY common
stock. On April 10, 2009, the Company issued a note payable to Avenel
Financial Group ("AFG") in the amount of $100,000 to acquire an additional
149,936 shares of NAEY. AFG is owned by Michael D. Pruitt and is an
owner of 2,580,000 shares of the Company's common stock. The note had
a balance of $100,000 with accrued interest of $2,844 at September 30,
2009. During 2010, AFG and the Company rescinded the transaction, the
149,936 shares were returned to AFG and the note was cancelled. The
302,936 shares of NAEY were valued at $166,615 (unrealized gain of $31,085) at
September 30, 2009 and the remaining 153,000 shares of NAEY were valued at
$1,530 at September 30, 2010. The Company recorded an other than
temporary decline in available-for-sale securities of $34,000 at September 30,
2010 on its investment in NAEY.
27
BJB
Services, Inc., accountants for the Company, and Jim Reskin, SEC counsel for the
Company acted as co-compliance officers for the Company from April 5, 2007 until
January 20, 2009, which was the period during which the Company was a
BDC.
Related
party amounts included in the balance sheet may be summarized as
follows:
Available-for-sale
investments may be summarized as follows:
Realized
|
Unrecognized
|
|||||||||||||||
Holding
|
Holding
|
Fair
|
||||||||||||||
Cost
|
Losses
|
Losses
|
Value
|
|||||||||||||
September
30, 2010
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 68,009 | $ | (13,280 | ) | $ | (453 | ) | $ | 54,276 | ||||||
North
American Energy
|
35,530 | (34,000 | ) | - | 1,530 | |||||||||||
$ | 103,539 | $ | (47,280 | ) | $ | (453 | ) | $ | 55,806 | |||||||
September
30, 2009
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 16,500 | $ | (3,620 | ) | $ | - | $ | 12,880 | |||||||
North
American Energy
|
135,530 | - | 31,085 | 166,615 | ||||||||||||
$ | 152,030 | $ | (3,620 | ) | $ | 31,085 | $ | 179,495 |
2010
|
2009
|
|||||||
Notes
and accrued interest receivable - affiliates
|
||||||||
Efftec
International, Inc. - principal
|
$ | - | $ | 55,089 | ||||
Accrued
interest
|
- | 2,730 | ||||||
- | 57,819 |
2010
|
2009
|
|||||||
Accounts
payable - related parties:
|
||||||||
G.
David Gordon & Associates, P.C. and G. David Gordon
|
$ | 2,161 | $ | 55,354 | ||||
Hank
Durschlag
|
30,266 | 9,000 | ||||||
BJB
Services, Inc.
|
- | 31,000 | ||||||
Ross
Silvey
|
2,500 | 2,500 | ||||||
34,927 | 97,854 |
28
2010
|
2009
|
|||||||
Non-interest
bearing advances from affiliates (notes issued in 2010):
|
||||||||
Avenel
Financial Group
|
$ | - | $ | 20,000 | ||||
MLM
Concepts
|
- | 5,000 | ||||||
Chef-on-the-Go
|
- | 1,660 | ||||||
Amy
Gordon
|
- | 5,000 | ||||||
- | 31,660 |
Convertible
notes payable to related parties and shareholders outstanding at September 30,
2010, include interest at 12% per annum and are convertible into common stock at
the rate of $0.025 per share. The convertible note payable at
September 30, 2009 in the amount of $100,000 included interest at 6% and was
convertible into common stock at the rate of $0.20 per share and was rescinded
during 2010.
2010
|
2009
|
|||||||
Convertible
notes payable consist of the following at September 30, 2010 and
2009:
|
||||||||
Avenel
Financial Group - rescinded 2009 note
|
$ | - | $ | 100,000 | ||||
Avenel
Financial Group
|
52,493 | - | ||||||
BJB
Services, Inc.
|
35,000 | - | ||||||
Progressive
Capital
|
25,650 | - | ||||||
MLM
Concepts, LLC
|
10,000 | - | ||||||
Amy
Gordon
|
5,000 | - | ||||||
Chef
on-the-Go
|
2,660 | - | ||||||
130,803 | 100,000 |
Transactions
with related parties in the statement of operations include:
2010
|
2009
|
|||||||
Consulting
income - affiliate
|
||||||||
Efftec
International, Inc.
|
$ | 8,800 | $ | - | ||||
Chef
on-the-Go
|
- | 2,567 | ||||||
$ | 8,800 | $ | 2,567 |
2010
|
2009
|
|||||||
Interest
income - affiliates
|
||||||||
Efftec
International, Inc.
|
$ | 4,909 | $ | 6,266 | ||||
4,909 | 6,266 |
29
2010
|
2009
|
|||||||
Related
party expenses:
|
||||||||
CEO
compensation - Hank Durschlag
|
$ | 12,000 | $ | 16,227 | ||||
Director
fees - Ross Silvey
|
- | 3,000 | ||||||
Legal
fees - G. David Gordon & Associates, PC
|
- | 32,681 | ||||||
Accounting
- BJB Services, Inc.
|
- | 34,000 | ||||||
12,000 | 85,908 |
2010
|
2009
|
|||||||
Realized
gains (losses):
|
||||||||
Realized
gain on Efftec International, Inc.
|
$ | 6,600 | $ | - | ||||
Realized
loss - ALT Energy, Inc.
|
- | (24,500 | ) | |||||
Total
|
$ | 6,600 | $ | (24,500 | ) |
2010
|
2009
|
|||||||
Unrealized
gains (losses) from available-for-sale securities of
affiliates:
|
||||||||
Efftec
International, Inc.
|
$ | (453 | ) | $ | (3,620 | ) | ||
North
American Energy Resources, Inc.
|
(31,085 | ) | (248,385 | ) | ||||
(31,538 | ) | (252,005 | ) |
7. EMPLOYEE
INCENTIVE STOCK OPTION AGREEMENTS
During
1999, the Company adopted the Onspan Networking, Inc. f/k/a Network Systems
International, Inc. "1999 Long Term Stock Incentive Plan." The
maximum number of shares authorized and available under the plan was
amended to be increased from 41,667 to 500,000 shares and this amendment
was approved at the annual shareholder meeting held December 31, 2001.
Under the terms of the plan, the options expire after 10 years, as long as
the employees remain employed with the Company. The Company initially
reserved 500,000 shares of common stock for the grant of qualified
incentive options or non-qualified options to employees and directors of
the Company or its parents or subsidiaries, and to non-employee directors,
consultants and advisors and other persons who may perform significant
services for or on behalf of the Company under the Plan. Prices
for incentive stock options must provide for an exercise price of not less
than 100% of the fair market value of the common stock on the date the
options are granted unless the eligible employee owns more than 10% of the
Company's common stock for which the exercise price must be at least 110%
of such fair market value. Non-statutory options must provide for an
exercise price of not less than 85% of the fair market
value.
30
Options
to purchase 378,000 shares were available at September 30,
2009. There has been no option activity during the year ended
September 30, 2009 and until April 4, 2010 when the Plan expired.
8. COMMITMENTS
AND CONTINGENCIES
A vendor
of the Company is claiming he is owed $40,200 for services rendered in 2008 and
2009, which amount is included in accounts payable. The attorney for
the vendor has offered to accept $5,000 for full settlement of the
obligation.
9. SUBSEQUENT
EVENTS
The
Company entered into a Letter of Intent ("LOI") on October 18, 2010 to acquire
Pocket Drops, Inc. and Skin Science, Inc. from M.E. "Hank" Durschlag, the
Company's CEO until that date. The Company is seeking debt and equity
financing to complete the purchase and begin marketing. Pocket Drops
has developed several concentrated sublingual drops to include electrolytes for
sports, caffeine drops for energy and vitamin drops for
children. Skin Science is a patent-pending system including
manufactured thin film incorporating natural and synthetic active ingredients
that when applied in conjunction with heat and moisture increase the overall
health and beauty of your skin. Skin Science has also formulated a
product for acne treatment.
31
ITEM
9:
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
None.
ITEM
9A(T): CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports that are filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports that are filed under the Exchange Act is
accumulated and communicated to management, including the principal executive
officer, as appropriate to allow timely decisions regarding required
disclosure. Under the supervision of and with the participation of
management, including the principal executive officer and principal financial
officer, the Company has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures as of September 30, 2010, and, based
on its evaluation, our principal executive officer and our principal financial
officer have concluded that these controls and procedures are effective as of
September 30, 2010, except for a lack of segregation of duties.
(b) Changes
in Internal Controls
During
the fourth quarter of our fiscal year ended September 30, 2010, there was no
change in our internal control and procedures over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
(c)
Management’s Annual Report on Internal Control Over Financial
Reporting
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As
defined by the SEC, internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed
by, or under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. The Company’s internal control over financial reporting
is supported by written policies and procedures that: (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Company’s assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Company’s management
and directors; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements.
32
The
Company’s internal control system was designed to provide reasonable assurance
to the Company’s management and board of directors regarding the preparation and
fair presentation of published financial statements. All internal
control systems, no matter how well designed, have inherent limitations which
may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of September 30, 2010. In making this
assessment, management used the framework set forth in the report entitled
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework
summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v)
monitoring. Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was not effective as of
September 30, 2010, due to a lack of segregation of duties.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management’s report in
this annual report.
ITEM
9B: OTHER INFORMATION
Pursuant
to General Instruction B of Form 8-K, any reports previously or in the future
submitted under Item 2.02 (Results of Operations and Financial Condition) are
not deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 and the Company is not subject to the liabilities of that
section, unless the Company specifically states that the information is to be
considered “filed” under the Exchange Act or incorporates it by reference into a
filing under the Securities Act or Exchange Act. If a report on Form
8-K contains disclosures under Item 2.02, whether or not the report contains
disclosures regarding other items, all exhibits to such report relating to Item
2.02 will be deemed furnished, and not filed, unless the registrant specifies,
under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions
of exhibits, are intended to be deemed filed rather than furnished pursuant to
this instruction. The Company is not incorporating, and will not
incorporate, by reference these reports into a filing under the Securities Act
of 1933, as amended, or the Exchange Act of 1934, as amended.
33
PART
III
ITEM
10:
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE
REGISTRANT
|
The
following section sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees as
of September 30, 2010 together with the year such positions were
assumed. There is no immediate family relationship between or among
any of the Directors, Executive Officers or Significant Employees, and the
Company is not aware of any arrangement or understanding between any Director or
Executive Officer and any other person pursuant to which he was elected to his
current position. Each Executive Officer will serve until he or she
resigns or is removed or otherwise disqualified to serve, or until his or her
successor is elected and qualified.
Each
Director will serve until he or she resigns or is removed or otherwise
disqualified to serve or until his or her successor is elected. The
Company currently has four Directors. The Board of Directors does not
expect to appoint additional Directors until a potential acquisition is
identified.
NAME
|
AGE
|
POSITION
|
||
M.E.
“Hank” Durschlag
|
47
|
Director,
President, CEO and Acting CFO since March 30, 2007
|
||
Erik
S. Phillips
|
40
|
Independent
Director since December 2007
|
||
|
|
18,
2010
|
M.E.
“Hank” Durschlag
Mr.
Durschlag became a Director and Chief Executive Officer of the Company on March
30, 2007. Mr. Durschlag was appointed a Director of HealthSport, Inc.
on September 11, 2006. Mr. Durschlag is the co-developer of the
Enlyten electrolyte sports strips and co-authored the patent, “Edible Film for
Transmucosal Delivery of Nutritional Supplements”. Mr. Durschlag has
extensive experience in the fields of healthcare and sports medicine, with
specific emphasis on novel drug delivery systems. In addition, Mr.
Durschlag is a partner in Greenville, South Carolina based GlucoTec, Inc., a
developer and manufacturer of an FDA Class II Medical Device designed to
regulate blood glucose levels in an acute care setting via both intravenous and
subcutaneous delivery of insulin and other fluids. Mr. Durschlag has
also co-authored patents in this area. Previously, Mr. Durschlag
served as Vice President of Sales and Marketing for Diabetes Management
Services, Inc., a durable medical equipment distributor with specific treatment
modules in women’s health and pregnancy. Mr. Durschlag holds a
bachelors degree from California University of Pennsylvania and an MBA from
Clemson University.
Erik
S. Phillips
Erik
Phillips has spent over 15 years in the fields of corporate logistics and
distribution management. Mr. Phillips is currently employed by
Clarion Technologies as Manager of logistical operations. During his
career he has managed distribution operations well in excess of one hundred
million dollars for companies such as RoadWay Express, Intex Corporation,
Jacobson Companies, and Confluence Watersports. Mr. Phillips also
consults with companies with regard to computerized inventory control and
distribution, and distribution personnel staffing and
management. Erik Phillips is a graduate of Clemson University,
Clemson, South Carolina, where he received a Bachelors of Science Degree in
Business and Operations Management Mr. Phillips was a member of
the Clemson University Football Team (1988-92), and is a member of the Clemson
University Letterman's Club.
34
AUDIT
COMMITTEE
The
primary responsibility of the Audit Committee is to oversee our financial
reporting process on behalf of the Board of Directors and report the result of
their activities to the Board. Such responsibilities shall include, but shall
not be limited to, the selection and, if necessary, the replacement of our
independent auditors and review and discussion with such independent auditors of
(i) the overall scope and plans for the audit, (ii) the adequacy and
effectiveness of the accounting and financial controls, including our system to
monitor and manage business risks, and legal and ethical programs, and (iii) the
results of the annual audit, including the financial statements to be included
in our annual report on Form 10-K. The Board of Directors currently
serves as the Audit Committee.
COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers, directors and persons who own more than ten percent of our common
stock to file initial reports of ownership and changes in ownership with the
SEC. Additionally, SEC regulations require that we identify any
individuals for whom one of the referenced reports was not filed on a timely
basis during the most recent fiscal year or prior fiscal years. To
the best of our knowledge, based solely on a review of reports furnished to us,
there were no delinquent filings during the year.
CODE
OF ETHICS
The Board
of Directors of the Company initially adopted a Code of Ethics which was
effective November 1, 2003, which has now been updated to include the
requirements of a BDC.
The Code
of Ethics in general prohibits any officer, director or advisory person
(collectively, "Access Person") of the Company from acquiring any interest in
any security which we (i) are considering a purchase or sale thereof, (ii) are
being purchased or sold by us, or (iii) are being sold short by us. The Access
Person is required to advise us in writing of his or her acquisition or sale of
any such security.
NOMINATING
COMMITTEE
We do not
currently have a standing nominating committee, or a committee performing
similar functions. The full Board of Directors currently serves this
function.
35
ITEM
11:
|
EXECUTIVE
COMPENSATION
|
The
Compensation Committee of the Board of Directors deliberates executive
compensation matters to the extent they are not delegated to the Chief Executive
Officer.
a.
|
Summary
Compensation Table
|
The
following table shows the compensation of the Company’s Chief Executive Officer
and each executive officer whose total cash compensation exceeded $100,000 for
the three years ended September 30, 2010.
ANNUAL
COMPENSATION
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Total
|
||||||||||
M.E.
"Hank" Durschlag
|
2010
|
$ | 12,000 | $ | - | $ | 12,000 | |||||||
Director,
President, CEO and Acting
|
2009
|
16,227 | - | 16,227 | ||||||||||
CFO
since March 30, 2007
|
2008
|
19,500 | - | 19,500 |
There is
no immediate family relationship between or among the current Directors and the
Executive Officer.
Required
columns for stock awards, option awards, non-entity incentive plan compensation,
change in pension value and nonqualified deferred compensation earnings and all
other compensation are omitted from the table above as the amounts are all
zero.
EMPLOYMENT
AGREEMENTS
The
Company does not have any current employment agreements with its officers and
directors. The company intends to pay its Executives and Directors salaries,
wages, or fees commensurate with experience and industry standards in
relationship to the success of the company.
b.
|
Grants
of plan-based awards table
|
There
were no grants of plan-based awards during the year for the named
individuals.
c.
|
Outstanding
equity awards at fiscal year-end
table
|
There
were no outstanding equity awards at fiscal year-end for the named
individuals.
d.
|
Option
exercises and stock vested table
|
There
were no option exercises during the year and no stock vested at fiscal year-end
for the named individuals.
36
e.
|
Pension
benefits
|
There are
no pension plans.
f.
|
Nonqualified
defined contribution and other nonqualified deferred compensation
plans
|
There are
no nonqualified defined contribution or other nonqualified deferred compensation
plans.
g.
|
Potential
payments upon termination or
changes-in-control
|
There are
no potential payments upon termination or changes-in-control for the named
individuals.
h.
|
Compensation
of directors
|
None
during 2010.
i.
|
Compensation
committee interlocks and insider
participation
|
The Board
of Directors make up the compensation committee.
j.
|
Compensation
committee report
|
Based on
the Compensation Discussion and Analysis required by Item 402(b) between the
compensation committee and management, the compensation committee recommended to
the Board of Directors that the Compensation Discussion and Analysis be included
in the 10-K.
ITEM 12:
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table indicates the beneficial ownership of our voting securities of
all persons, including Directors of the Company and all Executive Officers who
are not Directors of the Company, and all officers and directors as a group, as
of November 30, 2010, the most recent practicable date. As of
November 30, 2010, there were 50,925,820 shares of our common stock outstanding.
Except as otherwise indicated below, to the best of our knowledge, each person
named in the table has sole voting and investment power with respect to the
securities beneficially owned by them as set forth opposite their
name. The address of all officers and directors is in care of the
Company at 5403 Mc Chesney Drive, Charlotte,
NC 28269.
37
Name and Address of
|
Amount and Nature of
|
|||||||||
Title of Class
|
Beneficial Owner
|
Beneficial Owner
|
% of Class
|
|||||||
Common
|
M.E.
“Hank” Durschlag
|
1,000,000 | 1.96 | % | ||||||
Common
|
Adam
Adler
|
4,000,000 | 7.86 | % | ||||||
Common
|
Eric
S. Phillips
|
- | - | |||||||
Common
|
Avenel
Financial Group, Inc.
|
2,580,000 | 5.07 | % | ||||||
Common
|
All
officers and directors as a
|
1,000,000 | 1.96 | % | ||||||
Group
(2 persons)
|
||||||||||
*
|
Less
than 1%.
|
EQUITY
COMPENSATION PLAN INFORMATION
LONG-TERM
STOCK INCENTIVE PLAN
In April
1999, the Board of Directors of the Company adopted, subject to stockholder
approval, the Company's Stock Incentive Plan (the "Stock Incentive Plan"). The
Stock Incentive Plan associated the interests of the key associates
(management and certain other employees) of the Company and its adopting
subsidiaries with the stockholders by reinforcing the relationship between
participants' rewards and stockholder gains, to provide key associates with
an equity ownership in the Company commensurate with Company performance,
as reflected in increased stockholder value, to maintain competitive
compensation levels, and to provide an incentive to key associates for
continuous employment with the Company. The Plan expired on April 4,
2010.
ITEM
13:
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
The
Company operated as a BDC until January 20, 2009, when it elected to no longer
be treated as a BDC. As a part of its operations and consistent with
the operating parameters of a BDC, the Company developed a number of
relationships with its portfolio company investments, including members of the
Company's board of directors becoming officers and directors of its portfolio
company investments. The Company made loans to the portfolio
companies and entered into management agreements with the portfolio
companies. As a result of operating as a BDC and then converting to
an operating company, a number of its previous relationships are now required to
be categorized as related party transactions, which are described as
follows:
While
operating as a BDC the Company had management contracts and made loans to its
60% owned subsidiary USN. These transactions aggregate $210,778 as of
September 30, 2010 and 2009 and are eliminated in consolidation with
USN.
38
Hank
Durschlag, the Company's CEO, was CEO and a director of Efftec
International, Inc. until April 1, 2010. The Company had made a loan
and owned shares of Efftec common stock. At September 30, 2010 and
2009, the Company owned 542,761 and 8,000 shares of Efftec common stock,
respectively and had a note receivable in the amount of $55,089 with accrued
interest of $2,730 at September 30, 2009. During 2010, the Company
received 20,000 shares of Efftec common stock for a management contract valued
at $8,800, collected $6,500 in cash as partial payment on the note and received
624,761 shares of Efftec common stock in exchange for the balance of the note
receivable and accrued interest. The Company sold 110,000 shares of
the Efftec stock for proceeds of $16,500 and realized a gain of $6,600 during
2010. The Company recorded interest income of $4,909 and $6,266 in
2010 and 2009, respectively. The Company recorded an other than
temporary decline on its investment in Efftec stock of $13,280 and $3,620 in
2010 and 2009, respectively.
The
Company received non-interest bearing advances from affiliates in the amounts of
$31,660 at September 30, 2009, as detailed below. MLM Concepts is
owned 50% by Michael D. Pruitt, former CEO and director of the
Company. Chef-on-the-Go is owned by a shareholder of the
Company. The Company received additional advances of $31,650 in 2010
and the total of $63,310 was converted into convertible notes payable with
interest at 12% per annum and convertible into common stock at $0.025 per
share.
Ross
Silvey was a director of the Company and was also CEO and a director of North
American Energy Resources, Inc. ("NAEY"). Director fees were accrued
for Mr. Silvey in the amount of $3,000 in 2009. Mr. Silvey ceased his
direct involvement on the audit committee when the Company ceased operation as a
BDC in January 2009. Mr. Silvey is owed $2,500 at September 30, 2010
and 2009 for prior director fees. Mr. Silvey resigned on February 1,
2010.
G. David
Gordon was corporate counsel and billed legal fees of $32,681 in 2009 (none in
2010). Mr. Gordon was owed $2,161 and $55,354 at September 30, 2010
and 2009, respectively. Mr. Gordon owns 25% of ALT Energy,
Inc.
Hank
Durschlag, the Company's CEO, had accrued $12,000 and $16,227 for his services
as CEO during 2010 and 2009, respectively. Mr. Durschlag was owed
$30,266 and $9,000 at September 30, 2010 and 2009, respectively.
On July
11, 2008, the Company issued 500,000 shares of its common stock to acquire 5% of
ALT Energy, Inc., a private oil and gas company with gas reserves in
Oklahoma. The investment was valued at $24,500 based on the trading
price of the Company's common stock at that time. As a result of a
decline in gas prices, ALT's reserves were fully impaired during the quarter
ended June 30, 2009. Accordingly, the Company fully impaired its
investment at that time. ALT is owned 25% by Mr. Gordon and 70% by
Joel Holt, who is also a stockholder of the Company.
39
On July
31, 2008, the Company converted its loan with NAEY in the amount of $35,530,
including accrued interest, into 153,000 shares of NAEY common
stock. On April 10, 2009, the Company issued a note payable to Avenel
Financial Group ("AFG") in the amount of $100,000 to acquire an additional
149,936 shares of NAEY. AFG is owned by Michael D. Pruitt and is an
owner of 2,580,000 shares of the Company's common stock. The note had
a balance of $100,000 with accrued interest of $2,844 at September 30,
2009. During 2010, AFG and the Company rescinded the transaction, the
149,936 shares were returned to AFG and the note was cancelled. The
302,936 shares of NAEY were valued at $166,615 (unrealized gain of $31,085) at
September 30, 2009 and the remaining 153,000 shares of NAEY were valued at
$1,530 at September 30, 2010. The Company recorded an other than
temporary decline in available-for-sale securities of $34,000 at September 30,
2010 on its investment in NAEY.
BJB
Services, Inc., accountants for the Company, and Jim Reskin, SEC counsel for the
Company acted as co-compliance officers for the Company from April 5, 2007 until
January 20, 2009, which was the period during which the Company was a
BDC.
Related
party amounts included in the balance sheet may be summarized as
follows:
Available-for-sale
investments may be summarized as follows:
Realized
|
Unrecognized
|
|||||||||||||||
Holding
|
Holding
|
Fair
|
||||||||||||||
Cost
|
Losses
|
Losses
|
Value
|
|||||||||||||
September
30, 2010
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 68,009 | $ | (13,280 | ) | $ | (453 | ) | $ | 54,276 | ||||||
North
American Energy
|
35,530 | (34,000 | ) | - | 1,530 | |||||||||||
$ | 103,539 | $ | (47,280 | ) | $ | (453 | ) | $ | 55,806 | |||||||
September
30, 2009
|
||||||||||||||||
Efftec
International, Inc.
|
$ | 16,500 | $ | (3,620 | ) | $ | - | $ | 12,880 | |||||||
North
American Energy
|
135,530 | - | 31,085 | 166,615 | ||||||||||||
$ | 152,030 | $ | (3,620 | ) | $ | 31,085 | $ | 179,495 |
2010
|
2009
|
|||||||
Notes
and accrued interest receivable – affiliates
|
||||||||
Efftec
International, Inc. - principal
|
$ | - | $ | 55,089 | ||||
Accrued
interest
|
- | 2,730 | ||||||
- | 57,819 |
2010
|
2009
|
|||||||
Accounts
payable - related parties:
|
||||||||
G.
David Gordon & Associates, P.C. and G. David Gordon
|
$ | 2,161 | $ | 55,354 | ||||
Hank
Durschlag
|
30,266 | 9,000 | ||||||
BJB
Services, Inc.
|
- | 31,000 | ||||||
Ross
Silvey
|
2,500 | 2,500 | ||||||
34,927 | 97,854 |
40
2010
|
2009
|
|||||||
Non-interest
bearing advances from affiliates (notes issued in 2010):
|
||||||||
Avenel
Financial Group
|
$ | - | $ | 20,000 | ||||
MLM
Concepts
|
- | 5,000 | ||||||
Chef-on-the-Go
|
- | 1,660 | ||||||
Amy
Gordon
|
- | 5,000 | ||||||
- | 31,660 |
Convertible
notes payable to related parties and shareholders outstanding at September 30,
2010, include interest at 12% per annum and are convertible into common stock at
the rate of $0.025 per share. The convertible note payable at
September 30, 2009 in the amount of $100,000 included interest at 6% and was
convertible into common stock at the rate of $0.20 per share and was rescinded
during 2010.
2010
|
2009
|
|||||||
Convertible
notes payable consist of the following at September 30, 2010 and
2009:
|
||||||||
Avenel
Financial Group - rescinded 2009 note
|
$ | - | $ | 100,000 | ||||
Avenel
Financial Group
|
52,493 | - | ||||||
BJB
Services, Inc.
|
35,000 | - | ||||||
Progressive
Capital
|
25,650 | - | ||||||
MLM
Concepts, LLC
|
10,000 | - | ||||||
Amy
Gordon
|
5,000 | - | ||||||
Chef
on-the-Go
|
2,660 | - | ||||||
130,803 | 100,000 |
Transactions
with related parties in the statement of operations include:
2010
|
2009
|
|||||||
Consulting
income - affiliate
|
||||||||
Efftec
International, Inc.
|
$ | 8,800 | $ | - | ||||
Chef
on-the-Go
|
- | 2,567 | ||||||
$ | 8,800 | $ | 2,567 |
2010
|
2009
|
|||||||
Interest
income - affiliates
|
||||||||
Efftec
International, Inc.
|
$ | 4,909 | $ | 6,266 | ||||
4,909 | 6,266 |
41
2010
|
2009
|
|||||||
Related
party expenses:
|
||||||||
CEO
compensation - Hank Durschlag
|
$ | 12,000 | $ | 16,227 | ||||
Director
fees - Ross Silvey
|
- | 3,000 | ||||||
Legal
fees - G. David Gordon & Associates, PC
|
- | 32,681 | ||||||
Accounting
- BJB Services, Inc.
|
- | 34,000 | ||||||
12,000 | 85,908 |
2010
|
2009
|
|||||||
Realized
gains (losses):
|
||||||||
Realized
gain on Efftec International, Inc.
|
$ | 6,600 | $ | - | ||||
Realized
loss - ALT Energy, Inc.
|
- | (24,500 | ) | |||||
Total
|
$ | 6,600 | $ | (24,500 | ) |
2010
|
2009
|
|||||||
Unrealized
gains (losses) from available-for-sale securities of
affiliates:
|
||||||||
Efftec
International, Inc.
|
$ | (453 | ) | $ | (3,620 | ) | ||
North
American Energy Resources, Inc.
|
(31,085 | ) | (248,385 | ) | ||||
(31,538 | ) | (252,005 | ) |
ITEM
14:
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
AUDIT
FEES:
Paritz
& Company, P.A. has billed $4,000 for review of our quarterly reports for
the year ended September 30, 2010. No fees have been billed for the
audit as of November 30, 2010. The aggregate audit fees billed by
Seale and Beers for professional services rendered for the audit of our annual
financial statements and the review of our quarterly financial
statements for the year ended September 30, 2009 was
$14,375.
AUDIT
RELATED FEES: None.
TAX FEES:
Not applicable.
OTHER
FEES: None.
42
PART
IV
ITEM
15:
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
|
(a)
|
The
following documents are filed as part of this
report:
|
|
1.
|
Financial
Statements – The following financial statements of Double Eagle Holdings,
Ltd. are contained in Item 8 of this Form
10-K:
|
|
·
|
Report
of Independent Registered Public
Accountants
|
|
·
|
Consolidated
Balance Sheets at September 30, 2010 and
2009
|
|
·
|
Consolidated
Statements of Operations – For the years ended September 30, 2010
and 2009 and Inception (January 20, 2009) to September 30,
2010
|
|
·
|
Consolidated
Statements of Stockholders' Equity (Deficit) at September 30, 2010 and
2009
|
|
·
|
Consolidated
Statements of Cash Flows - For the years ended September 30, 2010 and 2009
and Inception (January 20, 2009) to September 30,
2010
|
|
·
|
Notes
to the Consolidated Financial
Statements
|
|
2.
|
Financial
Statement Schedules were omitted, as they are not required or are not
applicable, or the required information is included in the Financial
Statements.
|
|
3.
|
Exhibits
– The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32
under the Securities Exchange Act of
1934.
|
Exhibit
|
Description
|
|
23.1
|
Consent
of Seale and Beers, CPAs
|
|
31.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13a-14 of the Securities Exchange Act of 1934, as amended, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002
|
43
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized on December 28, 2010.
DOUBLE
EAGLE HOLDINGS, LTD.
|
|
By:
|
/s/
M.E. "Hank"
Durschlag
|
M.E.
"Hank" Durschlag, Director,
|
|
Chief
Executive Officer and Acting
|
|
Chief
Financial Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
Date
|
Title
(Capacity)
|
Signature
|
||
December
28, 2010
|
Director,
Chief Executive Officer
|
/s/ M.E. "Hank"
Durschlag
|
||
and
Acting Chief Financial Officer
|
M.E.
"Hank" Durschlag
|
|||
December
28, 2010
|
Director
|
/s/ Eric S. Phillips
|
||
|
|
Eric
S. Phillips
|
44