Hanjiao Group, Inc. - Quarter Report: 2009 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF1934
For the
quarterly period ended June 30,
2009
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from _________ to _________
Commission
file number: 333-148189
RINEON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
98-0577859
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employee Identification No.)
|
408
Royal Street, Imperial, Saskatchewan, Canada, S0G 2J0
(Address of principal
executive offices)
(954)
727-1925
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) 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 the filing
requirements for the past 90 days.
Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act)
Yes
o No x
Number of
outstanding shares of the registrant's par value $0.001 common stock, as of
August 18, 2009: 2,010,000.
RINEON
GROUP, INC.
FORM
10-Q
INDEX
PAGE
|
||||||
Cautionary
Statement Concerning Forward-Looking Statements
|
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|||||
PART I
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FINANCIAL
INFORMATION
|
|
||||
|
|
|
||||
Item
1.
|
Consolidated Balance
Sheets at June 30, 2009 (unaudited) and December 31, 2008
(audited)
|
1
|
||||
Consolidated
Statements of Operations for the Three and Six Months Ended June 30, 2009
and 2008 (unaudited)
|
2
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|||||
Consolidated
Statement of Stockholders’ Deficit for the Twelve Months Ended December
31, 2008 and Six Months Ended June 30, 2009 (unaudited)
|
3
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|||||
Consolidated Statements
of Cash Flows for the Six Months Ended June 30, 2009 and 2008
(unaudited)
|
4
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|||||
Notes to
Unaudited Consolidated Financial Statements
|
5
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|||||
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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15
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||||
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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26
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||||
Item
4T.
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Controls
and Procedures
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26
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||||
PART II
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OTHER
INFORMATION
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||||
Item
1.
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Legal
Proceedings
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27
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||||
Item
1A.
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Risk
Factors
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27
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||||
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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27
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||||
Item
3.
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Defaults
Upon Senior Securities
|
27
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||||
Item
4.
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Submission
of Matters to a Vote of Security Holders
|
27
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||||
Item
5.
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Other
Information
|
27
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||||
Item
6.
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Exhibits
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27
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||||
Signatures
|
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Our representatives and we may from
time to time make written or oral statements that are "forward-looking,"
including statements contained in this Quarterly Report on Form 10-Q and other
filings with the Securities and Exchange Commission, reports to our stockholders
and news releases. All statements that express expectations, estimates,
forecasts or projections are forward-looking statements within the meaning of
the Act. In addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"projects," "forecasts," "may," "should," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. These risks may
relate to, without limitation:
·
|
there
is limited historical information available for investors to evaluate
Amalphis’ performance or a potential investment in its
shares;
|
·
|
Our
subsidiary, Amalphis currently issues reinsurance to only one
insurer;
|
·
|
Our
subsidiary, Amalphis’ results of operations will fluctuate from period to
period and may not be indicative of its long-term
prospects;
|
·
|
Our
subsidiary, Amalphis’ investment strategy will subject it to greater risk
of loss;
|
·
|
established
competitors with greater resources may make it difficult for our
subsidiary, Amalphis to effectively market its products or offer its
products at a profit;
|
·
|
the
property and casualty insurance and reinsurance markets may be affected by
cyclical trends;
|
·
|
the
current state of the economy and capital markets increases the possibility
of adverse effects on our financial position and results of
operations;
|
·
|
failure
to obtain an A.M. Best rating, or a downgrade or withdrawal of our
subsidiary, Amalphis’ A.M. Best rating, would significantly and negatively
affect its ability to implement its business strategy
successfully;
|
·
|
if
our subsidiary, Amalphis loses or is unable to retain its senior
management or other key personnel and are unable to attract qualified
personnel, its ability to implement its business strategy could be delayed
or hindered, which, in turn, could significantly and negatively affect its
business;
|
·
|
Our
subsidiary, Amalphis’ failure to maintain sufficient letters of credit
facilities or to increase its letters of credit capacity on commercially
acceptable terms would significantly and negatively affect its ability to
maintain or grow its business;
|
·
|
Our
subsidiary, Amalphis may need additional capital in the future in order to
operate its business, and such capital, if available, could dilute your
ownership interest in Amalphis and may cause the market price of the
shares to decline;
|
·
|
Our
subsidiary, Amalphis’ property and property catastrophe reinsurance
operations may make it vulnerable to losses from catastrophes and may
cause its results of operations to vary significantly from period to
period;
|
·
|
Our
subsidiary, Amalphis sometimes depends on its insurance company clients’
evaluations of the risks associated with their insurance underwriting,
which may subject it to reinsurance
losses;
|
·
|
Our
subsidiary, Amalphis’ inability to purchase or collect upon certain
indemnity coverage it seeks to obtain in order to limit its reinsurance
risks could adversely affect its business, financial condition and results
of operations;
|
·
|
any
suspension or revocation of our subsidiary, Amalphis’ insurance license
would materially impact its ability to do business and implement its
business strategy;
|
·
|
Our
subsidiary, Amalphis is subject to the risk of possibly becoming an
investment company under U.S. federal securities
law;
|
·
|
insurance
regulators in the United States or elsewhere may review our subsidiary,
Amalphis’ activities and claim that it is subject to that jurisdiction’s
licensing requirements;
|
·
|
current
legal and regulatory activities relating to certain insurance products
could affect our subsidiary, Amalphis’ business, results of operations and
financial condition;
|
·
|
the
outcome of recent industry investigations and regulatory proposals could
adversely affect our subsidiary, Amalphis’ financial condition and results
of operations and cause the price of its shares to be
volatile;
|
·
|
Our
subsidiary, Amalphis’ investment portfolio has represented a significant
portion of its revenues and income;
|
·
|
the
performance of Amalphis’ investment portfolio may suffer as a result of
adverse capital market developments or other factors and impact its
liquidity, which could in turn adversely affect its financial condition
and results of operations;
|
·
|
Our
subsidiary, Amalphis may trade on margin and use other forms of financial
leverage, which could potentially adversely affect its
revenues;
|
·
|
it
is our intention to reincorporate in the British Virgin Islands with the
same capital structure as we currently have as a Nevada
corporation. If we consummate such reincorporation, we will
become subject to the laws of the British Virgin Islands which may have an
adverse impact on the rights of our
shareholders;
|
·
|
provisions
of our subsidiary’s proposed Articles, the Companies Law of the British
Virgin Islands and our corporate structure may each impede a takeover or a
merger, which could adversely affect the value of our
shares;
|
·
|
our
ability to pay dividends will be subject to certain restrictions;
and
|
·
|
holders
of shares may have difficulty obtaining or enforcing a judgment against
us, or face difficulties in protecting their
interests;
|
Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in or suggested by such forward-looking statements. We undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should carefully
review the factors described herein and in other documents we file from time to
time with the Securities and Exchange Commission, including our Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on
Form 8-K filed by us.
In
this Quarterly Report on Form 10-Q, unless the context otherwise
requires:
(a) all
references to “Rineon” refers to (i) Jupiter Resources Inc., a Nevada
corporation, for all periods prior to the consummation of the change of its
corporate name by amendment to its certificate of incorporation effected on
April 30, 2009, (ii) Rineon Group Inc., a Nevada corporation, following the name
change effected on April 30, 2009, and (iii) Rineon Group Inc., a British Virgin
Islands corporation, for all periods following the anticipated reincorporation
and redomiciling of Rineon Group, Inc., the Nevada corporation, in the British
Virgin Islands, as contemplated by this report.
(b) all
references to the “Amalphis Group” refers collectively to Amalphis Group Inc., a
British Virgin Islands corporation (“Amalphis”) and its wholly-owned subsidiary
Allied Provident Insurance, Inc., a Barbados corporation (“Allied
Provident”).
(c) all
references to ‘we,’’ ‘‘us,’’ ‘‘our’’ and “the Company” refers collectively to
Rineon and its direct and indirect subsidiaries including Amalphis and Allied
Provident.
PART
I. FINANCIAL INFORMATION
RINEON
GROUP, INC.
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||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
AS
OF JUNE 30, 2009 AND DECEMBER 31, 2008
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||||||||
June
30, 2009
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December
31, 2008
|
|||||||
ASSETS
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(Unaudited)
|
(Audited)
|
||||||
Current
Assets
|
||||||||
Cash
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$ | 881,655 | $ | 629,429 | ||||
Investments
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37,713,662 | 29,244,338 | ||||||
Accrued
interest
|
28,725 | 27,408 | ||||||
Insurance
premium receivable
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3,406,790 | 3,276,725 | ||||||
Total
current assets
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42,030,832 | 33,177,900 | ||||||
GOODWILL
|
16,521,500 | - | ||||||
TOTAL
ASSETS
|
$ | 58,552,332 | $ | 33,177,900 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY:
|
||||||||
LIABILITIES
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||||||||
Accounts
payable
|
$ | 34,632 | $ | 58,801 | ||||
Due
to related party
|
14,400 | |||||||
Unearned
premium reserve
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5,342 | 17,671 | ||||||
Loss
reserves
|
3,568,673 | 3,266,402 | ||||||
Total liabilities
|
3,608,647 | 3,357,274 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
- | - | ||||||
MINORITY
INTEREST
|
2,686,604 | 1,100,970 | ||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Common
stock, $0.01 par value, 100,000,000 shares
|
||||||||
authorized;
2,010,000 shares issued and outstanding
|
2,010 | 31,375 | ||||||
Preferred stock, $1000.00 par value, 10,000,000 shares
|
||||||||
authorized;
36,000 shares issued and outstanding
|
36,000,000 | |||||||
Additional
paid-in-capital
|
4,444,490 | 23,893,625 | ||||||
Retained
earnings
|
11,810,580 | 4,794,656 | ||||||
Total stockholders' equity
|
52,257,080 | 28,719,656 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 58,552,332 | $ | 33,177,900 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
1
RINEON
GROUP, INC.
|
||||||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
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||||||||||||||||
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009
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AND
JUNE 30, 2008
|
||||||||||||||||
Three
Months Ended (Unaudited)
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Six
Months Ended (Unaudited)
|
|||||||||||||||
June
30, 2009
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June
30, 2008
|
June
30, 2009
|
June
30, 2008
|
|||||||||||||
Net
premiums earned
|
$ | 3,393,696 | 2,497,212 | $ | 6,787,391 | 4,994,424 | ||||||||||
Investment
income
|
873 | 6,186 | 1,532 | 12,372 | ||||||||||||
Net
realized and unrealized gains (loss) on securities
|
2,798,167 | 1,250,751 | 8,469,324 | 2,900,293 | ||||||||||||
Total
revenues
|
6,192,736 | 3,754,149 | 15,258,247 | 7,907,089 | ||||||||||||
Expenses:
|
||||||||||||||||
Losses
and loss adjustment expenses
|
2,153,504 | 1,701,417 | 4,307,009 | 3,402,833 | ||||||||||||
Policy
acquisition costs
|
1,166,276 | 720,879 | 2,332,553 | 1,441,758 | ||||||||||||
General
and administrative expense
|
17,806 | 40,423 | 47,692 | 50,502 | ||||||||||||
Total expense
|
3,337,587 | 2,462,719 | 6,687,254 | 4,895,093 | ||||||||||||
Income
from operations before investment income and
|
||||||||||||||||
provision for (benefit from) income tax
|
2,855,149 | 1,291,431 | 8,570,993 | 3,011,996 | ||||||||||||
Provision for (benefit from) income tax
|
- | - | - | - | ||||||||||||
Minority
interest
|
(528,203 | ) | (238,915 | ) | (1,585,634 | ) | (557,219 | ) | ||||||||
Net
income
|
$ | 2,326,947 | $ | 1,052,516 | $ | 6,985,360 | $ | 2,454,777 | ||||||||
Weighted
Average Common Shares Outstanding:
|
||||||||||||||||
Basic
and diluted
|
7,000,000 | 7,000,000 | 2,010,000 | 7,000,000 | ||||||||||||
Earnings
per share:
|
||||||||||||||||
Basic
and diluted
|
$ | 0.33 | $ | 0.15 | $ | 3.48 | $ | 0.35 | ||||||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
2
RINEON
GROUP, INC.
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008
|
||||||||
For
The Six
|
For
The Six
|
|||||||
Months
Ended
|
Months
Ended
|
|||||||
June
30, 2009
|
June
30, 2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ | 6,985,360 | $ | 2,454,777 | ||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided by (used in) operating activities:
|
||||||||
Realized
and unrealized gains on investments
|
(8,469,324 | ) | (2,900,293 | ) | ||||
Changes
in assets and liabilities:
|
||||||||
(Increase)
decrease in insurance premium receivable
|
(130,065 | ) | (149,833 | ) | ||||
Increase
(decrease) in accounts payable
|
(24,169 | ) | (12,826 | ) | ||||
Increase
(decrease) in related party payables
|
(14,400 | ) | 5,300 | |||||
Increase
(decrease) in unearned premium reserve
|
(12,329 | ) | - | |||||
Increase
(decrease) in loss reserves
|
302,271 | - | ||||||
Net
cash provided by operating activities
|
(1,362,656 | ) | (602,875 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase
of investments
|
(36,000,000 | ) | - | |||||
Minority
interest
|
1,585,634 | 557,219 | ||||||
Proceeds
from forgiveness of debt
|
30,565 | - | ||||||
Accrued
interest from investments
|
(1,317 | ) | (7,681 | ) | ||||
Net
cash provided by (used in) investing activities
|
(34,385,118 | ) | 549,538 | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from the issuance of preferred stock
|
36,000,000 | - | ||||||
Net
cash used in financing activities
|
36,000,000 | - | ||||||
INCREASE
IN CASH
|
252,226 | (53,337 | ) | |||||
CASH,
BEGINNING OF YEAR
|
629,429 | 505,374 | ||||||
CASH,
END OF PERIOD
|
$ | 881,655 | $ | 452,037 | ||||
Supplemental
Disclosures
|
||||||||
Cash
paid during the year for interest
|
$ | - | $ | - | ||||
Cash
paid during the year for taxes
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
3
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
1. ORGANIZATION
AND BUSINESS OPERATIONS
Rineon
Group, Inc. f/k/a Jupiter Resources Inc. (the “Company”) was incorporated in the
State of Nevada on June 15, 2006, and that is the inception date. The Company
was an Exploration Stage Company as defined by Statement of Financial Accounting
Standard (SFAS) No. 7 "Accounting and Reporting for Development Stage
Enterprises". The Company acquired a mineral claim located in British Columbia,
Canada in March 2007. On May 14, 2008, the claim was forfeited due to nonpayment
of renewal fees.
As
previously reported by the Company on Form 8-K filed with the Securities and
Exchange Commission on May 14, 2009 (the “Form 8-K”), on May 14, 2009 the
Company entered into a preferred stock purchase agreement dated as of April 30,
2009 (the “Preferred Stock Purchase Agreement”) under which the Company sold an
aggregate of 36,000 shares of its Series A convertible preferred stock (the
“Series A Preferred Stock”) to Intigy Absolute Return Ltd., a British Virgin
Islands corporation (“Intigy”), for a purchase price of $36,000,000, or $1,000
per share of Series A Preferred Stock. Intigy is an investment fund that is
managed by Axiat Inc., a Florida corporation. In addition, on May 14,
2009, pursuant to the terms of a stock purchase agreement, dated as of May 14,
2009, Rineon acquired 81.5% of the outstanding shares of Amalphis, on a fully
diluted basis, from NatProv Holdings Inc (“NatProv”) for a total consideration
of $36,000,000. Rineon purchased Amalphis’ Class A Preferred Shares which
have the same rights and privileges as the common shares and are convertible
into common stock on a one for one basis. Additionally, Amalphis’ Class A
Preferred Shares have a liquidation preference but no voting rights.
NatProv owns the remaining 18.5% of the outstanding shares of Amalphis that is
not owned by Rineon.
The
transactions consummated as set forth above resulted in a change of control of
the Company. In connection with such change in control, on May 14,
2009 the board of directors of the Company authorized a change in the fiscal
year end of the Company from May 31 to December 31.
Amalphis
Group, Inc., (“Amalphis”) was formed in July 2008 as a British Virgin Islands
(BVI) Business Company. Amalphis, through it’s wholly owned
subsidiary Allied Provident, Inc. (“API”), offers customized reinsurance
products in markets where traditional reinsurance alternatives are
limited. In addition, the Amalphis was formed to directly sell a
variety of property and casualty insurance products to businesses around the
world. In September 2008, Amalphis acquired
API, an entity that issues customized reinsurance to a United States insurance
carrier that offers automotive insurance coverage to drivers who are unable to
obtain insurance from standard carriers. API was formed in Barbados
on November 9, 2007 by NatProv Holdings Inc., (“NatProv”) a British Virgin
Islands corporation.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States of
America
Principles of
Consolidation
The
consolidated financial statements include the accounts of Amalphis Group Inc.
and its wholly owned subsidiary, Allied Provident, Inc. All material
intercompany accounts and transactions are eliminated in
consolidation.
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 reported amounts of assets and
liabilities
4
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
and
disclosure of contingent assets and liabilities at the date of the financial
statements. These estimates and assumptions also affect the reported
amounts of revenues, costs and expenses during the reporting
period. Management evaluates these estimates and assumptions on a
regular basis. Actual results could differ from those
estimates.
Revenue
Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (SAB)
No. 104, “Revenue Recognition in Financial Statements” which established that
revenue can be recognized when persuasive evidence of an arrangement exists, the
product has been shipped, all significant contractual obligations have been
satisfied and collection is reasonably assured.
The
Company’s sources of revenues are as follows:
Premium
income – Premiums income includes proceeds collected on written
policies. premiums written are recorded as unearned premiums
upon policy inception and recognized as revenue on a pro rata basis
over the term of the related policy coverage.
Realized
gains and losses – Gains and losses on the sale of investments are calculated as
the difference between net sale proceeds and the cost basis and are recorded as
revenue upon occurrence of the sale transaction.
Interest
income – Interest income is generated from the Company’s investment
portfolio. Interest income is recognized as revenue as it
is
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents. Cash and cash
equivalents are defined to include cash on hand and cash in the
bank.
Insurance
contracts
Insurance
contracts are defined as those containing significant insurance risk at the
inception of the contract or those where, at the inception of the contract,
there is a scenario with commercial substance where the level of insurance risk
may be significant. The significant insurance risk is dependent upon
both the probability of an insured event and the magnitude of its potential
effect.
Once a
contract has been classified as an insurance contract, it remains an insurance
contract for the remainder of its lifetime, even if the insurance risk reduces
significantly during the period.
Investments
The
Company’s investments consist of marketable equity securities. All
investments are initially recorded at cost. After initial
recognition, investments, which are classified as fair value through income, are
measured at fair value.
For
investments that are actively traded in organized financial markets, fair value
is determined by reference to stock exchange bid market prices at the close of
business on the balance sheet date.
All
marketable security transactions are recognized on the trade
date. Fair value and realized gains and losses adjustments are
recorded in the statement of operations.
5
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss
reserves
Loss
reserves include a provision for reported claims plus a provision for losses
incurred but not reported. They are determined by Company’s
management based upon an estimate of the ultimate settlement value of all
pending claims and include estimates of related settlement
expenses. Any subsequent differences arising from the
difference in the estimated loss reserve and the actual loss incurred will be
recorded in the period in which they are determined.
Unearned premium
reserve
Any
portion of written premium attributable to subsequent periods is deferred as
unearned premium. The change in the provision for unearned premium is
recorded in the statement of operations in the period of the
change.
Liabilities for unpaid
claims and claim adjustments
The
liabilities for unpaid claims and claim adjustment expenses are based on the
estimated ultimate cost of settling the claims, including the effects of
inflation and other societal and economic factors. These liabilities are
subjected to independent actuarial review by internationally recognized
actuarial company and represent the values over a range of actuarially
determined expected outcomes. All estimates are calculated gross in respect to
time value of money and are net of salvage and subrogation.
There are
no liabilities for unpaid claims and claim adjustment expenses relating to short
term duration contracts that are presented at present value. No
interest rate is set for use in the discount of liabilities for unpaid claims
and claims adjustment expenses relating to short term duration
contracts.
Future policy
benefits
Future
policy benefits provide for claims that will occur in the future and are
generally calculated as the present value of future expected benefits to be
incurred less the present value of future expected net benefit premiums. We
calculate our liability for future policy benefits based on assumptions of claim
frequency, severity, and persistency. These assumptions are generally
established at the time a policy is issued. The assumptions used in the
calculations are closely related to those used in developing the gross premiums
for a policy. As required by GAAP, we also include a provision for adverse
deviation, which is intended to accommodate adverse fluctuations in actual
experience
Acquisition
costs
Acquisition
costs are expensed as premium is earned. Due to the short term nature of the
business underwritten, no significant amount of deferred acquisition costs
results and, therefore, amounts incurred are expensed. Any deferred
acquisition costs are accounted for as a net amount in unearned premium
reserve.
Advertising
Costs
All
advertising costs are charged to expense as incurred. There was no advertising
expense for the period ended June 30, 2009.
Fair Value of Financial
Instruments
6
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The fair
value of a financial instrument is the amount that would be received to see an
asset or amount paid to transfer a liability in a current transaction
between market participants, other than in a forced sale or liquidation, at the
measurement date. The carrying amounts of financial
instruments, including cash, accounts payable and accrued expenses approximate
fair value because of the relatively short maturity of the
instruments.
Property and
Equipment
Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using principally the straight-line method. When items are
retired or otherwise disposed of, income is charged or credited for the
difference between net book value and proceeds realized
thereon. Ordinary maintenance and repairs are charged to expense as
incurred, and replacements and betterments are capitalized. The range
of estimated useful lives to be used to calculate depreciation for principal
items of property and equipment are as follows:
Asset
Category
|
Depreciation/
Amortization Period
|
|
Furniture
and Fixture
|
3
Years
|
|
Office
equipment
|
3
Years
|
|
Leasehold
improvements
|
5
Years
|
Income
Taxes
Deferred
income taxes are recognized based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("SFAS 109") for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Under the
provision of the Exempt Insurance Act of Barbados, the Company is liable to tax
at zero percent for the first fifteen years of its operations and, thereafter,
at 2% on the first $125,000 of taxable income. As a result, no
provision for taxes has been recorded in the Company’s statement of
operations.
In July
2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes by prescribing the
recognition threshold a tax position is required to meet before being recognized
in the financial statements. It also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. The cumulative effects, if any, of applying FIN 48
will be recorded as an adjustment to retained earnings as of the beginning of
the period of adoption. FIN 48 is effective for fiscal years beginning after
December 15, 2006, and the Company adopted this provision upon its
inception. Because the Company is not currently liable for taxes, the
adoption of FIN 48 did not have a material impact on its consolidated results of
operations or financial condition.
Earnings Per Share
Basic
earnings per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the reporting period. Diluted earnings per share reflects the potential dilution
that could occur if stock options and other commitments to issue common stock
were exercised or equity awards vest resulting in the issuance of common stock
that could share in the earnings of the Company. As of June 30, 2009,
there were no potential dilutive instruments that could result in share
dilution.
7
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting for the
Impairment of Long-Lived Assets
The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these
assets could become impaired as a result of technology or other industry
changes. Determination of recoverability of assets to be held and
used is by comparing the carrying amount of an asset to future net undiscounted
cash flows to be generated by the assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. There was no
impairment of long-lived assets as of June 30, 2009.
Stock-Based
Compensation
On
October 10, 2006 FASB Staff Position (FSP) issued FSP FAS 123(R)-5 “Amendment of
FASB Staff Position FAS 123(R)-1 - Classification and Measurement of
Freestanding Financial Instruments Originally issued in Exchange of Employee
Services under FASB Statement No. 123(R)”. The FSP provides that
instruments that were originally issued
as employee compensation and
then modified, and that modification is made to the terms of the
instrument solely to reflect an
equity restructuring that occurs when
the holders are no longer employees, then no change in the
recognition or the measurement (due to a change
in classification) of
those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic value to the exercise price of the award is
preserved, that is, the holder is made whole), or the antidilution
provision is not added to the terms of the award
in contemplation of an
equity restructuring; and (b). All holders of the same
class of equity instruments (for example, stock options) are treated in the same
manner. The provisions in this FSP have been applied in the first
reporting period beginning January 1, 2007. The adoption of FSP FAS
123(R)-5 did not have a material impact on its consolidated results of
operations and financial condition.
Recent Accounting
Pronouncements
Recent
accounting pronouncements that the Company has adopted or will be required to
adopt in the future are summarized below.
Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting
Principles
In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”). SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature. SFAS No. 168
reorganizes the thousands of GAAP
pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure. Also included is relevant Securities and Exchange
Commission guidance organized using the same topical structure in separate
sections. SFAS No. 168 will be effective for financial statements
issued for reporting periods that end after September 15, 2009. This
statement will have an impact on the Company’s financial statements since all
future references to authoritative accounting literature will be references in
accordance with SFAS No. 168.
Subsequent
Events
8
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”)
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financialstatements
are issued or are available to be issued. It requires the disclosure of
the date through which an entity has evaluated subsequent events and the basis
for that date and is effective for interim and annual periods ending after June
15, 2009. The adoption of SFAS No. 165 is not expected to have a
material impact on the Company’s financial statements.
Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly
In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively. The
implementation of FSP FAS No. 157-4 did not have a material on the Company’s
financial position and results of operations.
Recognition
and Presentation of Other-Than-Temporary Impairments
In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending
before
March 15, 2009, is not permitted. The implementation of FSP FAS No.
115-2 and FAS No. 124-2 did not have a material impact on the Company’s
financial position and results of operations.
Interim
Disclosures about Fair Value of Financial Instruments
In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of
financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting,
to require those disclosures in summarized financial information at
interim reporting periods. FSP FAS No. 107-1 is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. The implementation of FSP FAS No. 107-1
did not have a material impact on the Company’s financial position and results
of operations
Amendments
to the Impairment Guidance of EITF Issue No. 99-20
In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in
9
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Securitized
Financial Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of an otherthan- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, and other related guidance. This Issue is
effective for interim and annual reporting periods ending after December 15,
2008, and shall be applied prospectively. Retrospective application to a prior
interim or annual reporting period is not permitted. The adoption of FSP EITF
99-20-1 did not have a material effect on the Company’s consolidated financial
statements
Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing
In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company is currently assessing the impact
of FSP EITF 09-1 on its financial position and results of
operations.
Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active
In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.” This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active. The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued. The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.
The
Hierarchy of Generally Accepted Accounting Principles
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.
Determination
of the Useful Life of Intangible Assets
In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”. The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected
10
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
cash
flows used to measure the fair value of the asset under SFAS No. 141 (revised
2007) “Business Combinations” and other U.S. generally accepted accounting
principles. The implementation of FSP FAS No. 142-3 is not
expected to have a material impact on its consolidated financial
statements.
Disclosure
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
was required to adopt SFAS No. 161 on January 1, 2009. The adoption of SFAS
No.161 on January 1, 2009 did not have a material effect on the Company’s
consolidated financial statements
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective on February 1, 2008, permits companies to choose
to measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument. The election of this
fair-value option did not have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.
Fair
Value Measurements
In
September 2006, the FASB No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands
disclosures about fair value investments. SFAS No. 157 was effective for
financial assets and liabilities on January 1, 2008. The statement deferred the
implementation of the provisions of SFAS No. 157 relating to certain
non-financial assets and liabilities until January 1, 2009. The adoption of SFAS
No.157 on January 1, 2009 for financial assets and liabilities did not have a
material effect on the Company’s consolidated financial statements.
3.
FAIR VALUE
In the
first quarter of 2008 , the Company adopted SFAS 157, “Fair Value Measurements,”
which became effective on January 1, 2008. SFAS 157, which applies to
financial assets and liabilities, establishes a framework for measuring fair
value, establishes a fair value hierarchy based on inputs used to measure fair
value, and expands disclosure about fair value measurements. Adopting this
statement has not had an effect on the Company’s financial condition, cash
flows, or results of operations.
In
accordance with SFAS 157, the financial instruments have been categorized, based
on the degree of subjectivity inherent in the valuation technique, into a fair
value hierarchy of three levels, as follows:
•
|
Level
1: Inputs are unadjusted, quoted prices in active
markets for identical instruments at the measurement date (e.g., U.S.
Government securities and active exchange-traded equity
securities).
|
•
|
Level
2: Inputs (other than quoted prices included within
Level 1) that are observable for the instrument either directly or
indirectly (e.g., certain corporate and municipal bonds and certain
preferred stocks). This includes: (i) quoted prices for similar
instruments in active markets, (ii) quoted prices for identical or
similar instruments in markets that are not active, (iii) inputs
other than quoted prices that are observable for the instruments, and
(iv) inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
|
||
11
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
•
|
Level
3: Inputs that are unobservable. Unobservable inputs
reflect the reporting entity’s subjective evaluation about the assumptions
market participants would use in pricing the financial instrument (e.g.,
certain structured securities and privately held
investments).
|
The
composition of the investment portfolio as of June 30, 2009 was:
Level
1
Fair
Value
|
Level
2
Fair
Value
|
Level
3
Fair
Value
|
Total
Fair
Value
|
Cost
|
||||||||||||||||
Equity
Investments
|
37,713,662 | — | — | 37,713,662 | 25,185,000 | |||||||||||||||
$ | 37,713,662 | $ | --- | $ | ---- | 37,713,662 | 25,185,000 |
Our
portfolio valuations classified are classified as Level 1 in the above table are
priced exclusively by external sources, including: pricing vendors,
dealers/market makers, and exchange quoted prices.
Vendor
quoted prices represent 50% of Level 1 classifications. The balance of Level 1
pricing comes from quotes obtained directly from trades made on an active
exchange. The Company reviewed independent documentation detailing the pricing
techniques, models, and methodologies used by these pricing vendors and believe
that their policies adequately consider market activity, either based on
specific transactions for the issue valued or based on modeling of securities
with similar credit quality, duration, yield, and structure that were recently
transacted. The Company continues to monitor any changes or modifications to
their process due to the recent market events. During 2008, and more
specifically, in the fourth quarter, the Company reviewed each sector for
transaction volumes to determine if sufficient liquidity and activity existed.
It was determined that, while overall activity or liquidity is below historical
averages, sufficient activity and liquidity existed to provide a source for
market level valuations.
During
each valuation period, internal estimations of portfolio valuation (performance
returns) are created based on current market-related activity (i.e., interest
rate and credit spread movements and other credit-related factors) within each
major sector of our portfolio. Internally generated portfolio results are
compared with those generated based on quotes we received externally and
research material valuation differences.
Based on
the criteria described above, the Company believes that the current level
classifications are appropriate based on the valuation techniques used and that
our fair values accurately reflect current market assumptions in the
aggregate.
12
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
4. SCHEDULE
OF INVESTMENTS
The
Company’s investments consisted of the following as of June 30,
2009
Name
|
Original
Cost
|
Fair
Value
|
Realized
Gain
|
Unrealized
Gain
|
Total
|
Codrington
Partners
|
12,125,000
|
21,825,000
|
-
|
9,700,000
|
21,825,000
|
Geomas
Int’l
|
655,390
|
655,390
|
-
|
-
|
655,390
|
Taurus
Global Fund
|
9,770,000
|
15,233,272
|
-
|
5,463,272
|
15,233,272
|
22,550,390
|
37,713,662
|
-
|
15,163,272
|
37,713,662
|
|
5. LOSS
RESERVES
Loss
reserves include a provision for reported claims plus a provision for losses
incurred but not reported. The Company reported the following
activity throughout its loss reserve account during from inception through June
30, 2009.
Balance
at beginning of period
|
$ | - | ||
Amount
charged to cost and expense
|
320,703 | |||
Balance
as of December 31, 2007
|
320,703 | |||
Amount
charged to cost and expense during 2008
|
2,945,699 | |||
Balance
as of December 31, 2008
|
3,266,402 | |||
Amount
charged to cost and expense through June 2009
|
302,271 | |||
Balance
as of June 30, 2009
|
$ | 3,568,673 |
6. RELATED
PARTY TRANSACTIONS
The
Company had outstanding as of December 31, 2008 notes payable in the amount of
$8,300 that are payable to Koah Kruse who owned 71.4% of the common stock of the
Company at that time.
One of
the members of API’s Board of Directors is the chief executive officer of
Lindsay General Insurance, which manages underwriting, policy issuance and
claims on behalf of Drivers Insurance Company. API’s auto reinsurance
policy was issued to Drivers.
7. COMMON
STOCK
The
Company is authorized to issue 75,000,000 shares with a par value of $0.001 per
share and no other class of shares is authorized.
On March
9, 2007, the Company sold 5,000,000 shares of common stock at a price of $0.001
per share for cash proceeds of $5,000.
On March
30, 2007, the Company sold 650,000 shares of common stock at a price of $0.01
per share for cash proceeds of $6,500.
On April
20, 2007, the Company sold 200,000 shares of common stock at a price of $0.01
per share for cash proceeds of $2,000.
13
RINEON
GROUP, INC.
f/k/a
JUPITER RESOURCES INC.
NOTES TO
FINANCIAL STATEMENTS
June 30,
2009
7. COMMON
STOCK - (continued)
On May
17, 2007, the Company sold 50,000 shares of common stock at a price of $0.01 per
share for cash proceeds of $500.
On June
15, 2007, the Company sold 650,000 shares of common stock at a price of $0.01
per share for cash proceeds of $6,500.
On June
28, 2007, the Company sold 450,000 shares of common stock at a price of $0.01
per share for cash proceeds of $4,500.
Simultaneous
with the sale of the Series A Preferred Stock, Darcy George Roney, an individual
who owned 5,000,000 shares of Rineon common stock sold 4,990,000 of his shares
back to Rineon for $25,000, which shares were cancelled. As a result
of such stock redemption, an aggregate of 2,010,000 shares of Rineon common
stock are currently issued and outstanding, all of which shares are owned by 21
shareholders of record.
The
Company has no stock option plan, warrants or other dilutive
securities.
14
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
WE URGE YOU TO READ THE FOLLOWING
DISCUSSION IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO BEGINNING ON PAGE F-1. THIS DISCUSSION MAY CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE RISKS AND UNCERTAINTIES DISCUSSED UNDER THE
HEADING “RISK FACTORS” SET FORTH IN OUR CURRENT REPORT ON FORM 8-K FILED WITH
THE SEC ON MAY 14, 2009. IN ADDITION, SEE “CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS” SET FORTH IN THIS
REPORT.
WE
DID NOT CONDUCT ANY OPERATIONS DURING PERIODS UP THROUGH THE DATE OF THE
ACQUISITION OF CONTROL OF AMALPHIS. HOWEVER, WE HAVE INCLUDED
ELSEWHERE IN THIS REPORT THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF
AMALPHIS AND ITS WHOLLY-OWNED ALLIED PROVIDENT SUBSIDIARY FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2009 AND 2008.
Overview
As
previously reported by Rineon Group, Inc. (f/k/a Jupiter Resources, Inc.) in its
Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 14, 2009 (the “Form 8-K”), on May 14, 2009 the Company entered into a
preferred stock purchase agreement dated as of April 30, 2009 (the “Preferred
Stock Purchase Agreement”) under which the Company sold an aggregate of 36,000
shares of its Series A convertible preferred stock (the “Series A Preferred
Stock”) to Intigy Absolute Return Ltd., a British Virgin Islands corporation
(“Intigy”), for a purchase price of $36,000,000, or $1,000 per share of Series A
Preferred Stock. Intigy is an investment fund that is managed by Axiat Inc., a
Florida corporation. In addition, on May 14, 2009, pursuant to the
terms of a stock purchase agreement, dated as of May 14, 2009, Rineon acquired
81.5% of the outstanding shares of Amalphis, on a fully diluted basis, from
NatProv Holdings Inc (“NatProv”) for a total consideration of $36,000,000.
Rineon purchased Amalphis’ Class A Preferred Shares which have the same rights
and privileges as the common shares and are convertible into common stock on a
one for one basis. Additionally, Amalphis’ Class A Preferred Shares have a
liquidation preference but no voting rights. NatProv owns the remaining
18.5% of the outstanding shares of Amalphis that is not owned by
Rineon.
In
connection with the closing of the share exchange, Darcy George Roney resigned
as the Company’s President, Chief Executive Officer, Chief Financial Officer,
and Chairman. Further, effective May 14, 2009, Tore Nag, Michael Hlavsa, Keith
Laslop, Leo de Waal and Thomas R. Lindsay, Jr. were appointed as members of the
Company’s board of directors. Finally, effective May 14, 2009, the Company’s
directors appointed the following officers: Tore Nag as Chief
Operating Officer; and Michel Hlavsa as Chief Financial Officer and Corporate
Secretary.
The
transactions consummated as set forth above resulted in a change of control of
the Company. In connection with such change in control, on May 14,
2009 the board of directors of the Company authorized a change in the fiscal
year end of the Company from May 31 to December 31.
Unless
otherwise indicated, references to “Amalphis” shall include is operating
subsidiary, Allied Provident Insurance, Inc.
Amalphis is a specialty insurance
company that offers reinsurance products in markets where traditional
reinsurance alternatives are limited. Amalphis also directly sells a
variety of property and casualty insurance products to businesses. Amalphis’
insurance business is currently conducted solely through its wholly-owned
subsidiary, Allied Provident Insurance, Inc., a Barbados based exempt insurance
company that holds an insurance license granted by the Ministry of Finance in
Barbados.
15
Amalphis’
goal is to become a fully integrated financial services
company. Amalphis is considering one or more additional strategic
acquisitions in the insurance industry. There can be no assurance
that any of such potential acquisitions will be consummated or, if so, that they
will prove to be beneficial to Amalphis.
Company
History
Until consummation of its
acquisition of Amalphis, Rineon, formerly known as Jupiter Resources Inc., was
an inactive publicly traded Delaware corporation whose common stock is listed on
the FINRA OTC Bulletin Board under the symbol “JPIT.” Jupiter was
incorporated in the State of Nevada on June 15, 2006. Rineon is authorized
by its certificate of incorporation to issue an aggregate of 75,000,000 shares
of common stock, $0.001 par value per share, and 10,000,000 shares of preferred
stock upon such terms and conditions as the board of directors may from time to
time determine.
On May 14, 2009, pursuant to the
terms of a preferred stock purchase agreement dated as of April 30, 2009 (the
“Preferred Stock Purchase Agreement”), Rineon sold an aggregate of 36,000 shares
of its Series A convertible preferred stock (the “Series A Preferred Stock”) to
Intigy Absolute Return Ltd., a British Virgin Islands corporation (“Intigy”) for
a purchase price of $36,000,000, or $1,000 per share of Series A Preferred
Stock. Intigy is an investment fund that is managed by Axiat Inc., a Florida
corporation (“Axiat”).
Simultaneous with the sale of the
Series A Preferred Stock, Darcy George Roney, an individual who owned 5,000,000
shares of Rineon common stock sold 4,990,000 of his shares back to Rineon for
$25,000, which shares were cancelled. As a result of such stock
redemption, an aggregate of 2,010,000 shares of Rineon common stock are
currently issued and outstanding, all of which shares are owned by 21
shareholders of record. Mr. Roney also resigned as the President and
agreed to resign as the sole member of the board of directors of
Rineon.
Under the terms of the Preferred Stock
Purchase Agreement, Rineon agreed to appoint Leo de Waal, Thomas Lindsay,
Keith Laslop, Michael Hlavsa and Tore Nag as the members of the board of
directors of Rineon and Mr. Roney resigned as a member of the Rineon board of
directors.
In
addition, under the terms of the Preferred Stock Purchase Agreement, Rineon has
agreed to reincorporate in the British Virgin Islands. We have
prepared and executed all of the documents prepared by our British Virgin
Islands counsel and intend to file such documents to reincorporate in the
British Virgin Island and become re-domiciled in such jurisdiction in the near
future.
Critical
Accounting Policies
Rineon’s
consolidated financial statements contain certain amounts that are inherently
subjective in nature and have required management to make assumptions and best
estimates to determine reported values. If certain factors, including those
described in “Cautionary Statement Concerning Forward-Looking Statements”, cause
actual events or results to differ materially from its underlying assumptions or
estimates, there could be a material adverse effect on its results of
operations, financial condition or liquidity. Amalphis believes that the
following accounting policies affect the more significant estimates used in the
preparation of its consolidated financial statements. The descriptions below are
summarized and have been simplified for clarity. A more detailed description of
Amalphis’ critical accounting policies is included in the notes to the
consolidated financial statements.
Premium Revenues
and Risk Transfer. The Company’s property and
casualty insurance and its reinsurance premiums are recorded as premiums written
at the inception of each contract, based upon contract terms and information
received from ceding companies and their brokers. For excess of loss reinsurance
contracts, premiums are typically stated as a percentage of the subject premiums
written by the client, subject to a minimum and deposit premium. The minimum and
deposit premium is typically based on an estimate of subject premium expected to
be written by the client during the contract term. The minimum and deposit
premium is reported initially as premiums written and adjusted, if necessary, in
subsequent periods once the actual subject premium is known.
For each
quota-share or proportional property and casualty reinsurance contract we
underwrite, the client estimates gross premiums written at inception of the
contract. We generally account for such premiums using the client’s initial
estimates, and then adjust the estimates as advised by its client. We believe
that the client’s estimate of the volume of business it expects to cede to us
represents the best estimate of gross premiums written at the beginning of the
contract. Because its agreement with the client provides us with an established
percentage of the premium it receives from policies it sells, We believe the
client is better able to predict that volume. As the contract progresses, we
monitor actual premiums received in conjunction with correspondence from the
client in order to refine its estimate. Variances from initial gross premiums
written estimates can be greater for quota-share contracts than for excess of
loss contracts. Premiums are earned on a pro rata basis over the coverage
period. Unearned premiums consist of the unexpired portion of reinsurance
provided.
16
We
account for reinsurance contracts in accordance with SFAS No. 60, ‘‘Accounting
and Reporting by Insurance Enterprises’’ and SFAS No. 113, ‘‘Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts.’’
Assessing whether or not a reinsurance contract meets the conditions for risk
transfer requires judgment. The determination of risk transfer is critical to
reporting premiums written and is based, in part, on the use of actuarial and
pricing models and assumptions. If we determine that a reinsurance contract does
not transfer sufficient risk, it accounts for the contract as a deposit
liability.
Investments. We
classify all investments as trading securities and record their values based on
the last reported price on the balance sheet date as reported by a recognized
exchange. If no sale of such security was reported on that date, the market
value will be the last reported bid price (in the case of securities held long),
or last reported ask price (in the case of securities sold short). Securities
for which recognized exchange quotations are not readily available are valued at
management’s best estimate of fair value based on prices received from
administrators, dealers or market makers. Any realized and unrealized gains or
losses are determined on the basis of the specific identification method (by
reference to cost or amortized cost, as appropriate) and included in investment
income in the statement of income.
Loss and Loss
Adjustment Expense Reserves. We establish reserves
for contracts based on estimates of the ultimate cost of all losses including
losses incurred but not reported, or IBNR. These estimated ultimate reserves are
based on reports received from ceding companies, historical experience and
actuarial estimates. These estimates are periodically reviewed and adjusted when
necessary. Since reserves are estimates, the setting of appropriate reserves is
an inherently uncertain process. Our estimates are based upon actuarial and
statistical projections and on its assessment of currently available data,
predictions of future developments and estimates of future trends and other
factors. The final settlement of losses may vary, perhaps materially, from the
reserves initially established and any adjustments to the estimates are recorded
in the period in which they are determined. Under U.S. GAAP, We are not
permitted to establish loss reserves, which include case reserves and IBNR,
until the occurrence of an event which may give rise to a claim. As a result,
only loss reserves applicable to losses incurred up to the reporting date are
established, with no allowance for the establishment of loss reserves to account
for expected future losses.
For
natural catastrophe exposed business we establish loss reserves based on loss
payments and case reserves reported by its clients, when and if received. We
then add to these case reserves its estimates for IBNR. To establish its IBNR
loss estimates, in addition to the loss information and estimates communicated
by ceding companies, we use industry information, knowledge of the business
written by management’s judgment.
Reserves for losses and loss adjustment
expenses were comprised of the following:
In each
of the contracts we have written to date, its risk exposure is limited by the
fact that the contracts have defined limits of liability. Once the loss limit
for a contract has been reached, we have no further exposure to additional
losses from that contract.
For all
non-natural catastrophe business, we initially reserve every individual contract
to the expected loss and loss expense ratio in the pricing analysis. In its
pricing analyses, we typically utilize a significant amount of information both
from the individual client and from industry data. Where practical, we compare
reserving data that it receive from its client, if any, to publicly-available
financial statements of the client in an effort to identify, confirm and monitor
the accuracy and completeness of the received data. If we do not receive
reserving data from a client, it relies on industry data, as well as the
judgment and experience of its underwriters and actuaries. We complete our
analyses for all contracts for all lines of business. The information may
include many years of history. Depending on the type of business written, we are
entitled to receive client and industry information on historical paid losses,
incurred losses, number of open claims, number of closed claims, number of total
claims, listings of individual large losses, earned premiums, policy count,
policy limits underwritten, exposure information and rate change information. We
also may receive information by class or subclass of business. As it is a new
company, we currently rely more on client and industry data than its own to
identify unusual trends in the data requiring changes in reserve estimates.
Where available, we receive relevant actuarial reports from the client. We
supplement this information with subjective information on each client, which
may include management biographies, competitor information, meetings with the
client, and supplementary industry research and data. Generally, we obtain
regular updates of premium and loss related information for the current period
and historical periods, which we utilize to update our initial expected loss and
loss expense ratio. There may be a time lag from when claims are reported to its
client and when its client reports the claims to Amalphis. This time lag may
impact its loss reserve estimates from period to period. Once we receive this
updated information we use a variety of standard actuarial methods in its
analysis each quarter. Such methods may include:
17
· Paid Loss Development
Method. We estimate ultimate losses by calculating
past paid loss development factors and applying them to exposure periods with
further expected paid loss development. The paid loss development method assumes
that losses are paid in a consistent pattern. It provides an objective test of
reported loss projections because paid losses contain no reserve estimates. For
many coverages, claim payments are made very slowly and it may take years for
claims to be fully reported and settled.
· Reported Loss Development
Method. We estimate ultimate losses by calculating
past reported loss development factors and applying them to exposure periods
with further expected reported loss development. Since reported losses include
payments and case reserves, changes in both of these amounts are incorporated in
this method. This approach provides a larger volume of data to estimate ultimate
losses than paid loss methods. Thus, reported loss patterns may be less varied
than paid loss patterns, especially for coverage that have historically been
paid out over a long period of time but for which claims are reported relatively
early and case loss reserve estimates established.
· Expected Loss Ratio
Method. We estimate ultimate losses under the
expected loss ratio method, by multiplying earned premiums by an expected loss
ratio. We select the expected loss ratio using industry data, historical company
data and its professional judgment. We use this method for lines of business and
contracts where there are no historical losses or where past loss experience is
not credible.
· Bornheutter-Ferguson Paid Loss
Method. We estimate ultimate losses by modifying
expected loss ratios to the extent paid losses experienced to date differ from
what would have been expected to have been paid based upon the selected paid
loss development pattern. This method avoids some of the distortions that could
result from a large development factor being applied to a small base of paid
losses to calculate ultimate losses. We use this method for lines of business
and contracts where there are limited historical paid losses.
· Bornheutter-Ferguson Reported Loss
Method. We estimate ultimate losses by modifying
expected loss ratios to the extent reported losses experienced to date differ
from what would have been expected to have been reported based upon the selected
reported loss development pattern. This method avoids some of the distortions
that could result from a large development factor being applied to a small base
of reported losses to calculate ultimate losses. We use this method for lines of
business and contracts where there are limited historical reported
losses.
For each contract, we utilize each
reserving methodology that its actuaries deem appropriate in order to calculate
a best estimate, or point estimate, of reserves. In setting its reserves, we do
not use a range of estimates that may be subject to adjustment. Accordingly, at
the end of each period, we will establish reserves at a point estimate based
upon all information then available. As of June 30, 2009, we had not adjusted
any of its reserves since commencing underwriting operations in November 2007.
Whether we use one methodology, a combination of methodologies or all
methodologies depends upon the contract and the judgment of the actuaries
responsible for the contract.
Our
aggregate reserves are the sum of the point estimate of all contracts. Because
its reserves are the sum of its point estimates, we do not adjust its reserves
from the amounts its actuaries determine. We perform a quarterly loss reserve
analysis on each contract. This analysis may incorporate some or all of the
information described above, using some or all of the methodologies described
above. Each contract is analyzed every quarter regardless of line of business.
We generally calculate IBNR reserves for each contract by estimating the
ultimate incurred losses at any point in time and subtracting cumulative paid
claims and case reserves, which incorporate specific exposures, loss payment and
reporting patterns and other relevant factors. We also intend to have its loss
reserves reviewed, on an annual basis, by an independent outside actuary who
will test and review the work done by its actuaries to ensure that reserves our
reports are being established consistently and appropriately.
18
Acquisition
Costs. Acquisition costs include brokerage fees,
ceding commissions, premium taxes and other direct expenses that relate directly
to and vary with the writing of reinsurance contracts. Acquisition costs
relating to premiums that are fully earned are expensed. Acquisition
costs relating to premiums that have been received but not fully earned are
deferred and amortized over the same period as the premiums are earned.
Acquisition costs also include profit commissions.
Results
of Operations
The
Results of Operations presented below are for Rineon’s subsidiary, Amalphis, as
Rineon had no revenues generated other than from Amalphis and its operating
expenses were immaterial.
Three
months ended June 30, 2009 as compared to the three months ended June 30,
2008
Premiums
Earned
For the
three months ended June 30, 2009, Amalphis wrote $3,393,696 of net premiums
earned, consisting of 2 insurance policies and 1 reinsurance
contract. For the three months ended June 30, 2008, Amalphis wrote
$2,497,212 in net premiums earned.
Losses
Incurred
Losses
incurred include losses paid and changes in loss reserves, including IBNR
reserves, net of loss recoveries from retrocessionaires. Amalphis incurred net
losses of $2,153,504 for the three months ended June 30, 2009, and $1,701,417
for the three months ended June 30, 2008.
Acquisition
Costs
Acquisition
costs for the three months ended June 30, 2009 and 2008 totaled $1,166,276 and
$721,879, respectively. These acquisition costs represent the
amortization of the commission and brokerage expenses incurred on contracts
written. Deferred acquisition costs are limited to the amount expected to be
recovered from future earned premiums and anticipated investment
income..
General
and Administrative Expenses
Amalphis’
general and administrative expenses for the three months ended June 30, 2009
were $17,806 and for the three months ended June 30, 2008 were
$40,423. These expenses for both periods have no accrual of the fair
value of stock options and restricted stock granted to employees and directors
due to the fact that none were granted.
Amalphis
expects its general and administrative expenses for the remainder of 2009 to be
higher than reported in 2008 as Amalphis intends to hire additional staff and
resources to service anticipated increasing underwriting operations and to
enable it to fulfill the increased reporting requirements applicable to public
companies.
Net
Realized and Unrealized Gains on Securities
For the
three months ended June 30, 2009 and 2008, Amalphis reported net realized and
unrealized gains on securities of $2,798,167 and $1,250,751,
respectively.
19
Net
Investment Income
For the
three months ended June 30, 2009 and 2008, Amalphis reported a net investment
income of $873 and $6,186, respectively.
Taxes
Amalphis
is not obligated to pay any taxes in the British Virgin Islands on either income
or capital gains.
Net
Income
For the
three months ended June 30, 2009 and 2008, Amalphis reported a net income of
$2,326,947 and $1,052,516, respectively.
Six
months ended June 30, 2009 as compared to the six months ended June 30,
2008
Premiums
Earned
Amalphis
earned net premiums of $6,787,391 for the six months ended June 30, 2009 and
$4,994,424 for the six months ended June 30, 2008.
Losses
Incurred
Losses
incurred include losses paid and changes in loss reserves, including IBNR
reserves, net of loss recoveries from retrocessionaires. Amalphis incurred net
losses of $4,307,009 for the six months ended June 30, 2009, and $3,402,833 for
the six months ended June 30, 2008
Acquisition
Costs
Acquisition
costs for the six months ended June 30, 2009 totaled $2,332,553 and $1,441,758
for the six months ended June 30, 2008.. These acquisition costs represent the
amortization of the commission and brokerage expenses incurred on contracts
written. Deferred acquisition costs are limited to the amount expected to be
recovered from future earned premiums and anticipated investment
income.
20
General
and Administrative Expenses
Amalphis’
general and administrative expenses for the six months ended June 30, 2009 were
$47,692and for the six months ended June 30, 2008 were $50,502. These
expenses for both periods have no accrual of the fair value of stock options and
restricted stock granted to employees and directors due to the fact that none
were granted.
Amalphis
expects its general and administrative expenses for the remainder of 2009 to be
higher than reported in 2008 as Amalphis intends to hire additional staff and
resources to service anticipated increasing underwriting operations and to
enable it to fulfill the increased reporting requirements applicable to public
companies.
Net
Realized and Unrealized Gains on Securities
For the
six months ended June 30, 2009 and 2008, Amalphis reported net realized and
unrealized gains on securities of $8,469,324 and $2,900,293,
respectively.
Net
Investment Income
For the
six months ended June 30, 2009 and 2008, Amalphis reported a net investment
income of $1.532 and $12,372, respectively.
Taxes
Amalphis
is not obligated to pay any taxes in the British Virgin Islands on either income
or capital gains.
Net
Income
For the
six months ended June 30, 2009 and 2008, Amalphis reported a net income of
$6,985,360 and $2,454,777, respectively.
21
Capital
For the
six months ended June 30, 2009, total shareholders’ equity was $52,257,080
million compared to $28,719,656 million for the year ended December 31,
2008.
Liquidity
and Capital Resources
Amalphis is a specialty insurance
company that offers reinsurance products in markets where traditional
reinsurance alternatives are limited. Amalphis directly sells a
variety of property and casualty insurance products to
businesses. Amalphis’ wholly-owned insurance subsidiary, Allied
Provident Insurance, Inc. was incorporated and commenced its insurance business
in 2007 in Barbados.
Through
Allied Provident, Amalphis currently writes reinsurance for a United States
insurance carrier that offers non-standard personal automotive insurance
coverage to drivers who are unable to obtain insurance from standard
carriers. Amalphis plans to expand its reinsurance product offerings
with other insurers that provide a variety of other property and casualty
insurance products. Its direct insurance business includes a
suite of business property and casualty insurance products, such as directors
and officers liability insurance, financial guarantee insurance, excess and
umbrella liability insurance, business income insurance, and inland marine and
product liability insurance.
Amalphis
manages its business on the basis of one operating segment, property and
casualty reinsurance, in accordance with the qualitative and quantitative
criteria established by SFAS 131, ‘‘Disclosure about Segments of an Enterprise
and Related Information.’’ Within the property and casualty insurance
and reinsurance segment, Amalphis analyzes its underwriting operations using two
categories:
22
·
|
frequency
business; and
|
·
|
severity
business.
|
Frequency
business is characterized by contracts containing a potentially large number of
smaller losses emanating from multiple events. Clients generally buy this
protection to increase their own underwriting capacity and typically select a
reinsurer based upon the reinsurer’s financial strength and expertise. Amalphis
expects the results of frequency business to be less volatile than those of
severity business from period to period due to its greater predictability.
Amalphis also expects that over time the profit margins and return on equity for
its frequency business will be lower than those of its severity
business.
Severity business is typically
characterized by contracts with the potential for significant losses emanating
from one event. Clients generally buy this protection to remove volatility from
their balance sheets and, accordingly, Amalphis expects the results of severity
business to be volatile from period to period. However, over the long term,
Amalphis also expects that its severity business will generate higher profit
margins and return on equity than its frequency business.
Amalphis
does not currently have any material commitments for capital expenditures, and
does not anticipate the need for any such material expenditures this
year.
Because
Amalphis has a limited operating history, period-to-period comparisons of its
underwriting results are not yet possible and may not be meaningful in the near
future. In addition, due to the nature of its reinsurance and investment
strategies, its operating results will likely fluctuate from period to
period.
Recently
Issued Accounting Standards
Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles
In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”). SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature. SFAS No. 168
reorganizes the thousands of GAAP
pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure. Also included is relevant Securities and Exchange
Commission guidance organized using the same topical structure in separate
sections. SFAS No. 168 will be effective for financial statements
issued for reporting periods that end after September 15, 2009. This
statement will have an impact on the Company’s financial statements since all
future references to authoritative accounting literature will be references in
accordance with SFAS No. 168.
Subsequent
Events
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”)
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financialstatements
are issued or are available to be issued. It requires the disclosure of
the date through which an entity has evaluated subsequent events and the basis
for that date and is effective for interim and annual periods ending after June
15, 2009. The adoption of SFAS No. 165 is not expected to have a
material impact on the Company’s financial statements.
Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly
In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively. The implementation of
FSP FAS No. 157-4 did not have a material on the Company’s financial position
and results of operations.
23
Recognition
and Presentation of Other-Than-Temporary Impairments
In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before
March 15, 2009, is not permitted. The implementation of FSP FAS No.
115-2 and FAS No. 124-2 did not have a material impact on the Company’s
financial position and results of operations.
Interim
Disclosures about Fair Value of Financial Instruments
In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of
financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting,
to require those disclosures in summarized financial information at
interim reporting periods. FSP FAS No. 107-1 is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. The implementation of FSP FAS No. 107-1
did not have a material impact on the Company’s financial position and results
of operations
Amendments
to the Impairment Guidance of EITF Issue No. 99-20
In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized
Financial Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of an otherthan- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, and other related guidance. This Issue is
effective for interim and annual reporting periods ending after December 15,
2008, and shall be applied prospectively. Retrospective application to a prior
interim or annual reporting period is not permitted. The adoption of FSP EITF
99-20-1 did not have a material effect on the Company’s consolidated financial
statements
Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing
In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company is currently assessing the impact
of FSP EITF 09-1 on its financial position and results of
operations.
Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active
In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.” This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active. The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued. The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.
24
The
Hierarchy of Generally Accepted Accounting Principles
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.
Determination
of the Useful Life of Intangible Assets
In April 2008, the
FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible
Assets”, which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of intangible
assets under SFAS No. 142 “Goodwill and Other Intangible Assets”. The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS No. 142 and the period of the expected
cash
flows used to measure the fair value of the asset under SFAS No. 141 (revised
2007) “Business Combinations” and other U.S. generally accepted accounting
principles. The implementation of FSP FAS No. 142-3 is not
expected to have a material impact on its consolidated financial
statements.
Disclosure
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
was required to adopt SFAS No. 161 on January 1, 2009. The adoption of SFAS
No.161 on January 1, 2009 did not have a material effect on the Company’s
consolidated financial statements
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective on February 1, 2008, permits companies to choose
to measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument. The election of this
fair-value option did not have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.
Fair
Value Measurements
In
September 2006, the FASB No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands
disclosures about fair value investments. SFAS No. 157 was effective for
financial assets and liabilities on January 1, 2008. The statement deferred the
implementation of the provisions of SFAS No. 157 relating to certain
non-financial assets and liabilities until January 1, 2009. The adoption of SFAS
No.157 on January 1, 2009 for financial assets and liabilities did not have a
material effect on the Company’s consolidated financial statements.
25
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, we are not
required to provide the information by this item.
ITEM
4T. CONTROLS AND PROCEDURES
We maintain disclosure controls and
procedures that are designed to ensure that material information required to be
disclosed in our periodic reports filed under the Securities Exchange Act of
1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms and to ensure
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer (principal
financial officer) as appropriate, to allow timely decisions regarding required
disclosure. During the quarter ended June 30, 2009 we carried out an evaluation,
under the supervision and with the participation of our management, including
the principal executive officer and the principal financial officer (principal
financial officer), of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rule 13(a)-15(e) under
the 1934 Act. Based on this evaluation, because of the Company’s limited
resources and limited number of employees, management concluded that our
disclosure controls and procedures were effective as of June 30,
2009.
Limitations
on Effectiveness of Controls and Procedures
Our management, including our Chief
Executive Officer and Chief Financial Officer (principal financial officer), do
not expect that our disclosure controls and procedures or our internal controls
will prevent all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include,
but are not limited to, the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
Changes
in Internal Controls
During the fiscal quarter ended June
30, 2009, there have been no changes in our internal control over financial
reporting that have materially affected or are reasonably likely to materially
affect our internal controls over financial reporting.
26
PART
II
ITEM
1. LEGAL
PROCEEDINGS
From time
to time, we are a party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
involved currently in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
ITEM
1A. RISK
FACTORS
Not
applicable to smaller reporting companies.
On May 14, 2009, pursuant to the terms
of a preferred stock purchase agreement dated as of April 30, 2009, Rineon sold
an aggregate of 36,000 shares of its Series A convertible preferred stock to
Intigy Absolute Return Ltd., a British Virgin Islands corporation for a purchase
price of $36,000,000, or $1,000 per share of Series A Preferred
Stock. Intigy is an investment fund that is managed by Axiat Inc., a
Florida corporation.
This sale was deemed to be exempt under
Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, business associates of Rineon Group, Inc.
or executive officers of Rineon Group, Inc., and transfer was restricted by
Rineon Group, Inc. in accordance with the requirements of the Securities Act of
1933. In addition to representations by the above-referenced persons, we have
made independent determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were capable of analyzing
the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.
None.
On April 30, 2009, a majority of our
shareholders by written consent approved an amendment to our articles of
incorporation to change our corporate name from Jupiter Resources, Inc. to
Rineon Group, Inc.
ITEM
5. OTHER
INFORMATION
None.
The exhibits listed below are required
by Item 601 of Regulation S-K. Each management contract or
compensatory plan or arrangement required to be filed as an exhibit to this
Form 10-Q has been identified.
Exhibit No. | Exhibit Name |
31.1
|
Certification
of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 United States Code Section 1350,
as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 United States Code Section 1350,
as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.
|
27
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.
Date: August 19, 2009 | RINEON GROUP, INC. |
/s/ Tore Nag | |
Tore
Nag
President and Chief Operating Officer
(Principal Executive
Officer)
|
/s/ Michael Hlavsa | |
Michael Hlavsa | |
Chief Financial Officer and Secretary | |
(Principal Accounting and Financial Officer) |