UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2005
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number O-24512
Anza Capital, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-1273503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3200 Bristol Street, Suite 700
Costa Mesa, CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 866-2100
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years:
Indicate by check mark whether the registrant filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|
Applicable only to corporate issuers
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of December 2, 2005,
there were 10,435,148 shares of common stock issued and 6,297,648 shares of
common stock outstanding.
1
ANZA CAPITAL, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION................................................3
ITEM 1 Financial Statements.................................................3
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................20
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk..........27
ITEM 4 Controls and Procedures.............................................27
PART II - OTHER INFORMATION..................................................29
ITEM 1 Legal Proceedings...................................................29
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds.........29
ITEM 3 Defaults Upon Senior Securities.....................................29
ITEM 4 Submission of Matters to a Vote of Security Holders.................29
ITEM 5 Other Information...................................................29
ITEM 6 Exhibits............................................................30
2
PART I - FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of
the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are
based on management's beliefs and assumptions, and on information currently
available to management. Forward-looking statements include the information
concerning our possible or assumed future results of operations set forth under
the heading "Management's Discussion and Analysis of Financial Condition or Plan
of Operation." Forward-looking statements also include statements in which words
such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider" or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Readers are cautioned not to put undue reliance on any
forward-looking statements.
ITEM 1 Financial Statements
3
ANZA CAPITAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 31, 2005 April 30, 2005
(Unaudited)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,314,794 $ 1,316,840
Commissions receivable and accounts receivable 961,907 1,234,658
Loans held for sale, net -- 5,886,950
Marketable securities, subject to rescission -- 1,090,000
Prepaids and other current assets 12,882 18,102
------------ ------------
Total current assets $ 2,289,583 $ 9,546,550
Property and equipment, net 157,984 183,792
Other assets 47,334 47,334
------------ ------------
Total assets $ 2,494,901 $ 9,777,676
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 99,770 $ 80,845
Commissions payable 2,073,877 2,091,129
Warehouse line of credit -- 5,778,298
Accrued liabilities 1,881,887 1,593,562
Unsecured line of credit 70,868 75,000
Other current liabilities 52,008 26,918
Convertible notes payable, net of discount of $3,625 and $51,141 57,375 56,094
Redeemable securities, net of discount -- 808,678
------------ ------------
Total liabilities $ 4,235,785 $ 10,510,524
------------ ------------
Stockholders' equity (deficit): Preferred stock, 2,500,000 shares authorized:
Class D convertible preferred stock, no par value; liquidation value of
$126.81 per share; 15,000 shares authorized; 8,201.5 shares outstanding as
of October 31, 2005 and April 30, 2005
respectively 1,040,222 1,040,222
Class F convertible preferred stock, no par value; liquidation
value of $16.675 per share; 25,000 shares authorized, 18,800
shares issued and outstanding as of October 31, 2005 and April 30,
2005 respectively 313,490 313,490
Common stock, $0.001 par value; 100,000,000 shares authorized; 10,435,148 and
10,486,398 shares issued as of October 31, 2005 and April 30, 2005,
respectively; 6,297,648 and 6,315,998 shares outstanding as of October 31,
2005 and April 30, 2005
respectively 6,298 6,316
Additional paid in capital 16,024,219 16,022,441
Accumulated deficit (19,125,113) (18,115,317)
------------ ------------
Total stockholders' equity (deficit) $ (1,740,884) $ (732,848)
------------ ------------
Total liabilities and stockholders' equity $ 2,494,901 $ 9,777,676
============ ============
See accompanying notes to these consolidated financial statements
4
ANZA CAPITAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
------------ ------------ ------------ ------------
October 31, October 31, October 31, October 31,
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenues:
Broker commissions $ 12,514,311 $ 11,964,772 $ 26,000,979 $ 25,341,974
Sales of loans, net 22,888 161,262 31,072 280,087
Notary and other -- 278,761 -- 406,667
------------ ------------ ------------ ------------
12,537,199 12,404,795 26,032,051 26,028,728
------------ ------------ ------------ ------------
Cost of revenues:
Cost of mortgage related revenues 8,488,063 9,062,179 18,165,181 19,752,490
Notary and other -- 254,885 -- 373,602
------------ ------------ ------------ ------------
8,488,063 9,317,064 18,165,181 20,126,092
------------ ------------ ------------ ------------
Gross profit 4,049,136 3,087,731 7,866,870 5,902,636
------------ ------------ ------------ ------------
Operating expenses:
General and administrative 2,853,129 3,947,261 5,723,212 6,272,649
Selling and marketing 1,183,998 439,454 2,223,069 901,216
Provision for litigation losses 500,000 -- 500,000 --
------------ ------------ ------------ ------------
4,537,127 4,386,715 8,446,281 7,173,865
------------ ------------ ------------ ------------
Operating income (loss) (487,991) (1,298,984) (579,411) (1,271,229)
Interest expense (37,740) (65,180) (419,968) (114,933)
Interest income 17,044 47,239 43,386 120,502
Other expenses (8,480) -- (52,043) --
------------ ------------ ------------ ------------
Net (loss) $ (517,167) $ (1,316,925) $ (1,008,036) $ (1,265,660)
Preferred Stock dividends -- -- (1,760) --
------------ ------------ ------------ ------------
Net loss available to common shareholders $ (517,167) $ (1,316,925) $ (1,009,796) $ (1,265,660)
============ ============ ============ ============
Earnings (loss) per common share:
Basic:
Weighted average number of common 6,297,648 4,869,896 6,311,090 4,869,896
shares
Net loss per common share $ (0.08) $ (0.27) $ (0.16) $ (0.26)
Diluted:
Weighted average number of common 6,297,648 4,869,896 6,311,090 4,869,896
shares
Net loss per common share $ (0.08) $ (0.27) $ (0.16) $ (0.26)
See accompanying notes to these consolidated financial statements
5
ANZA CAPITAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Six Months
Ended Ended
October 31, 2005 October 31, 2004
----------- -----------
Cash flows from operating activities:
Net loss $(1,008,036) $(1,265,660)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation 27,034 35,798
Consulting expense -- 900,000
Amortization of discounts on convertible notes 47,516 --
Loss on cancellation of Series G Preferred Stock 281,322 --
Changes in operating assets and liabilities:
Decrease in commissions and accounts receivable 272,751 638,278
Decrease (Increase) in loans held for sale, net 5,886,950 (4,146,340)
Decrease in prepaids and other current assets 5,220 5,771
Increase (Decrease) in accounts payable 18,925 (105,193)
(Decrease) Increase in commissions payable (17,252) 325,259
Increase (Decrease) in accrued and other liabilities 302,180 (61,132)
----------- -----------
Net cash provided by (used in) operating activities 5,816,610 (3,673,219)
----------- -----------
Cash flows from investing activities:
Acquisitions of property and equipment (1,226) --
Other assets, net -- 1,100
----------- -----------
Net cash provided by (used in) investing activities (1,226) 1,100
----------- -----------
Cash flows from financing activities:
Payments on warehouse line of credit, net (5,778,298) 4,007,536
Payments on unsecured line of credit, net (4,132) --
Payments on convertible notes payable (35,000) --
----------- -----------
Net cash (used in) provided by financing activities (5,817,430) 4,007,536
----------- -----------
Net (decrease) increase in cash and cash equivalents (2,046) 335,417
Cash and cash equivalent at beginning of period 1,316,840 2,204,525
----------- -----------
Cash and cash equivalent at end of period $ 1,314,794 $ 2,539,942
=========== ===========
Non-cash investing and financing activities:
Minority interest in consolidated subsidiary $ -- $ 356,435
=========== ===========
Securities exchange agreement $ -- $ 1,000,000
=========== ===========
Dividends of Series F Preferred Stock $ 1,760 $ --
=========== ===========
Cancellation of marketable securities, subject to rescission $(1,090,000) $ --
=========== ===========
Cancellation of redeemable securities, net of discount $ 808,678 $ --
=========== ===========
Supplemental cash flow information:
Cash paid for interest $ 88,635 $ 115,932
=========== ===========
Income taxes were not significant during the periods presented
See accompanying notes to these consolidated financial statements
6
NOTES TO INTERIM FINANCIAL STATEMENTS
Note 1. Unaudited interim financial statements
The interim financial data as of October 31, 2005 is unaudited; however, in the
opinion of management, the interim data includes all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the Company's
consolidated financial position as of October 31, 2005, and the results of their
operations and their cash flows for the three and six months ended October 31,
2005 and 2004. The results of operations are not necessarily indicative of the
operations, which may result for the year ending April 30, 2006. Also, in the
opinion of management, all disclosures required on Form 10-Q were fully
furnished.
ANZA is a holding company with one active subsidiary. All intercompany
transactions have been eliminated in the accompanying consolidated financial
statements. The Company's annual report on Form 10-K for the year ended April
30, 2005 should be read in connection with this quarterly report.
Certain prior year amounts have been reclassified for comparative purposes.
These reclassifications have no effect on previously reported income or loss.
Note 2. Going Concern
In connection with the audit of the consolidated financial statements for the
year ended April 30, 2005, the Company received a report from its independent
auditors that included an explanatory paragraph describing uncertainty as to the
Company's ability to continue as a going concern, which contemplated that assets
and liabilities would be settled at amounts in the normal course of business.
ANZA incurred a loss from operations during the year ended April 30, 2005 and
had an accumulated deficit as of April 30, 2005. In addition, AMRES is a
defendant in a significant amount of litigation for which the outcome is
uncertain. In some cases, management believes losses are covered by insurance.
ANZA's industry in recent years has experienced increased competition. In
addition, home sales have decreased during the past 4 months, having a slowing
effect on the industry. Management's immediate plans are to reduce spending
through management level pay decreases and the management of expenses. There are
no assurances that management will be successful in its plans. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Note 3. Significant Customer Concentration
For the six months ended October 31, 2005 and 2004, three investors accounted
for one hundred percent and eighty percent of the purchases of loans held for
sale, respectively and accounted for one hundred percent and eighty percent of
the revenues from the mortgage banking business, respectively.
Note 4. Segment disclosure
Segments were determined based on services provided by each segment. Performance
of the segments is evaluated on net income (loss). For the three and six months
ended October 31, 2005 and 2004, management has provided the following
information with respect to its operating segments (in thousands).
7
Three Months Ended October 31,
Revenues Net Loss Assets
2005 2004 2005 2004 2005 2004
-------- -------- -------- -------- -------- --------
Loan brokering $ 12,426 $ 11,965 $ (561) $ (339) $ 2,466 $ 3,167
Mortgage banking 23 161 53 20 8 7,797
Real Estate Brokerage -- 279 -- 2 -- 3
-------- -------- -------- -------- -------- --------
$ 12,449 $ 12,405 $ (508) $ (317) $ 2,474 $ 10,967
Corporate -- -- -- (1,000) -- 2,450
Escrow 88 -- $ (9) -- 21 --
-------- -------- -------- -------- -------- --------
Total $ 12,537 $ 12,405 $ (517) $ (1,317) $ 2,495 $ 13,417
======== ======== ======== ======== ======== ========
Six Months Ended October 31,
Revenues Net Loss Assets
2005 2004 2005 2004 2005 2004
-------- -------- -------- -------- -------- --------
Loan brokering $ 25,831 $ 25,342 $ (1,006) $ (318) $ 2,466 $ 3,167
Mortgage banking 31 280 (3) 50 8 7,797
Real Estate Brokerage 0 407 0 2 -- 3
-------- -------- -------- -------- -------- --------
$ 25,862 $ 26,029 $ (1,009) $ (266) $ 2,474 $ 10,967
======== ======== ======== ======== ======== ========
Corporate -- -- -- (1,000) -- 2,450
Escrow 170 -- (1) -- 21 --
-------- -------- -------- -------- -------- --------
Total $ 26,032 $ 26,029 $ (1,010) $ (1,266) $ 2,495 $ 13,417
======== ======== ======== ======== ======== ========
Note 5. Impact of Recently Issued Accounting Statements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure" which addresses financial accounting and
reporting for recording expenses for the fair value of stock options. SFAS 148
provides alternative methods of transition for a voluntary change to fair
value-based method of accounting for stock-based employee compensation.
Additionally, SFAS 148 requires more prominent and more frequent disclosures in
financial statements about the effects of stock-based compensation. ANZA has
elected to continue to apply the intrinsic value-based method of accounting as
allowed by APB 25 for employee stock-based compensation. The disclosure effects
of SFAS 148 are not significant to ANZA and no grants were made to employees
during the six months ended October 31, 2005 and October 31, 2004.
8
In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150,
"Accounting for Certain Financial Instruments with Characteristics of
Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards for how an
issuer classifies and measurers in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity. In
accordance with SFAS 150, financial instruments that embody obligations for the
issuer are required to be classified as liabilities. SFAS 150 shall be effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The Company's implementation of SFAS 150 did not
have a material impact on the Company's consolidated financial statements.
In December 2004, the FASB issued Statement of Financial Accounting Standard No.
153, "Exchanges of Nonmonetary Assets," ("SFAS 153") an amendment to Accounting
Principle Board Opinion No. 29, "Accounting for Nonmonetary Transactions" ("APB
29"). SFAS 153 eliminates certain differences in the guidance in APB 29 as
compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to APB 29 eliminates the fair value
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. Such an exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in
periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact,
if any, on the Company's consolidated financial position or results of
operations.
In December 2004, the FASB issued Statement of Financial Accounting Standard No.
123(R), "Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) amends SFAS 123,
"Accounting for Stock-Based Compensation", and APB Opinion No. 25, "Accounting
for Stock Issued to Employees". SFAS 123(R) requires that the cost of
share-based payment transactions (including those with employees and
non-employees) be recognized in the financial statements. SFAS 123(R) applies to
all share-based payment transactions in which an entity acquires goods or
services by issuing (or offering to issue) its shares, share options, or other
equity instruments (except for those held by an ESOP) or by incurring
liabilities (1) in amounts based (even in part) on the price of the company's
shares or other equity instruments, or (2) that require (or may require)
settlement by the issuance of a company's shares or other equity instruments.
This statement is effective (1) for public companies qualifying as SEC small
business issuers, as of the first interim period or fiscal year beginning after
December 15, 2005, or (2) for all other public companies, as of the first
interim period or fiscal year beginning after June 15, 2005, or (3) for all
nonpublic entities, as of the first fiscal year beginning after December 15,
2005. In March 2005, the SEC announced it will permit companies to delay
implementation until the beginning of their next fiscal year, instead of the
next reporting period. Management has determined that they will adopt SFAS
123(R) as of the beginning of their next fiscal year, and is currently assessing
the impact of this statement on its consolidated financial position and results
of operations in 2006. In the interim, the Company is continuing to use the
intrinsic value method in estimating employee stock compensation expense based
on the fair value method of accounting. This method is allowed under SFAS 148,
which amended SFAS 123 in December 2002.
In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154,
"Accounting Changes and Error Corrections" ("SFAS 154"), that addresses
accounting for changes in accounting principle, changes in accounting estimates
and changes required by an accounting pronouncement in the instance that the
pronouncement does not include specific transition provisions and error
correction. SFAS 154 requires retrospective application to prior periods'
financial statements of changes in accounting principle and error correction
9
unless impracticable to do so. SFAS 154 states an exception to retrospective
application when a change in accounting principle, or the method of applying it,
may be inseparable from the effect of a change in accounting estimate. When a
change in principle is inseparable from a change in estimate, such as
depreciation, amortization or depletion, the change to the financial statements
is to be presented in a prospective manner. SFAS 154 and the required
disclosures are effective for accounting changes and error corrections in fiscal
years beginning after December 15, 2005.
Note 6. Loans Held for Sale
Loans held for sale consisted of conventional uninsured mortgages originated by
the Company, with various interest rates. The mortgage banking operations of
AMRES was discontinued as of May 31, 2005 due to non-renewal of the warehouse
line of credit. Details of the loans as of April 30, 2005 were as follows:
October 31, 2005 April 30, 2005
------------------------------------------- ---------------------------------------------
(Unaudited)
Average
Number of Total Loan Interest Number of Total Loan Average
Loans Range Loans Amount Rate Loans Amount Interest Rate
------------------------- ---------- ---------- ---------- ---------- ---------- -------------
$20,000 to $100,000 -- -- -- 4 $ 200,620 9.69%
$100,001 to $200,000 -- -- -- 3 422,774 7.12%
$200,001 to $300,000 -- -- -- 2 530,880 3.70%
$300,001 to $400,000 -- -- -- 1 361,580 1.00%
Over $400,000 -- -- -- 8 4,390,340 2.23%
---------- ---------- ---------- ----------
-- $ -- 18 $5,906,194
Deferred Fees net of cost -- (19,244)
---------- ----------
$ -- $5,886,950
========== ==========
Note7. Warehouse Line of Credit
The Company maintained a $10,000,000 warehousing line of credit dated May 20,
2004, which expired on May 31, 2005. The agreement was guaranteed by ANZA and
its Chief Executive Officer. In addition, the agreement increased the various
ratios and net worth requirements, minimum utilization requirements, and limits
the warehouse period from 45 to 60 days depending on the type of loan. The
interest rate was adjustable, based upon a published prime rate, plus an
additional 0.5% to 2% and was payable monthly. In addition, the Company was
required to pay a commitment fee equal to one quarter of 1% (.25%) per annum on
the average unused credit limit if the usage of the line falls below 50% of the
credit limit on an average basis, calculated monthly. The rate varies depending
on the type of loan (conforming or non-conforming) with higher rates on
non-conforming loans. The line of credit was collateralized by the loans held
for sale. As of May 31, 2005 the Company lost the warehouse line of credit
because AMRES could not get the Error and Omissions coverage with the deductible
set by the bank's guidelines.
All loans held for sale were sold during the quarter ended October 31, 2005. The
loans were charged the post maturity interest rate of 10.50% therefore creating
a negative spread between the interest income collected from the borrower and
the interest paid.
10
Note 8. Accrued Liabilities
Accrued liabilities consist of the following :
October 31, 2005 April 30, 2005
(unaudited)
Accrued salary and benefits $ 314,431 $ 352,721
Accrued loss contingencies 1,248,526 887,052
Accrued professional fees 316,435 312,500
Accrued interest 2,495 41,289
---------- ----------
$1,881,887 $1,593,562
========== ==========
During the quarter, our Chief Executive Officer elected to defer a portion of
his compensation. As of October 31, 2005, the total amount deferred is $18,000.
This amount is reflected as accrued salary and benefits on the consolidated
financial statements.
Note 9. Unsecured Line of Credit
The Company maintains a $75,000 unsecured line of credit. The line of credit is
personally guaranteed by ANZA's chief executive officer. The interest rate is
adjustable, based upon a published prime rate, plus an additional 7.75%. As of
October 31, 2005, the Company had $70,868 outstanding related to this line of
credit.
Note 10. Issuance of Convertible Notes and Warrants by a Subsidiary
On October 11, 2004, the Company issued a secured convertible note payable
totaling $125,000 to AMRES Holding, LLC, a related party partially owned and
controlled by the Company's Chief Executive Officer. The note is secured by
substantially all of AMRES' assets. Interest on this note is payable quarterly
beginning on January 1, 2005 at 12% per annum, and the note matures on October
11, 2006. The note is convertible into the Company's common stock at 75% of the
average closing bid price for the five days preceding the date of the conversion
notice. As additional consideration, the Company issued a warrant to AMRES
Holding, LLC to purchase 250,000 shares of the Company's common stock at $0.10
per share. The warrant is exercisable at any time between the closing date and a
date which is five years from the closing date. The Company allocated the
proceeds of the note to the note and warrants based on their relative fair
values, resulting in a discount related to the warrant of $10,175. The discount
is being amortized over the life of the note. As the conversion feature of the
note at the time of issuance was beneficial to the holder, the Company recorded
a discount on the note of $57,413. The discount is being amortized over the term
of the note as interest expense. During the quarter ended July 31, 2005, the
note was fully repaid, and the unamortized discount of $17,185 was immediately
charged to interest expense.
On January 18, 2005, the Company issued a convertible note payable to a private
investor totaling $55,000. The Company received proceeds, net of all costs and
fees, in the amount of $47,980. Interest on this note is payable monthly at 10%
per annum, and the note matures on June 15, 2005. The note is convertible into
shares of AMRES common stock at 50% of the bid price of AMRES common stock as
reported on the Pink Sheet Market for the three trading days immediately
preceding the date of the conversion notice. As the conversion feature of the
note at the time of issuance was beneficial to the holder, the Company recorded
a discount on the note of $55,000. The discount is being amortized over the term
of the note as interest expense. During the year ended April 30, 2005, $17,500
11
of this convertible note payable was converted into 2,000,000 shares of AMRES
common stock. The unamortized discount amount of $7,621 at the time of
conversion was immediately charged to interest expense. The convertible note
payable matured on June 15, 2005 and the discount was fully amortized on the
same day. The Company is currently in the process of negotiation with the note
payable holder on repayment.
On February 10, 2005 the Company issued convertible notes payable to two private
investors totaling $14,000 and $14,000. Interest on these notes are payable
monthly at 8% per annum, and the notes mature on February 10, 2006. Both notes
are immediately convertible into shares of AMRES common stock at a price equal
to 50% of the average market price for the last three days prior to the
conversion notice. As the conversion features of the notes at the time of
issuance were beneficial to the holders, the Company recorded a discount on the
notes of $14,000 and $14,000, respectively. The discounts are being amortized
over the term of the notes as interest expense. During the year ended April 30,
2005, $0 and $4,500, respectively, of these convertible notes payable were
converted into 0 and 525,862 shares, respectively, of AMRES common stock. The
unamortized discount amount of $0 and $3,375, respectively, were immediately
charged to interest expense. At October 31, 2005, the unamortized discounts
amounted to $3,500 and $125, respectively, and are reflected as reductions in
the convertible notes payable balance.
Note 11. Earnings (Loss) Per Common Share
ANZA presents basic earnings per share ("EPS") and diluted EPS on the face of
the consolidated statement of operations. Basic EPS is computed as net income
(loss) divided by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that could occur from
common shares issuable through stock options, warrants, and other convertible
securities. Dilutive securities, including the Series D Convertible Preferred
Stock and the Series F Convertible Preferred Stock, were not included in the
computations of loss per share for the three months and six months ended October
31, 2005 and 2004 since their effects are anti-dilutive.
Note 12. Stockholders' Equity
From time to time, the Company's board of directors authorizes the issuance of
common stock. The Company values shares of common stock based on the closing ask
price of the securities on the date the directors approve such issuance. In the
event the Company issues common stock subject to transferability restrictions
under Rule 144 of the Exchange Act of 1933, the Company discounts the closing
ask prices by 10% to value its common stock transactions. No such issuances
occurred for either period presented.
During the quarter ended July 31, 2005, the company issued a total of 32,900
shares of common stock valued at $1,760 as a payment of dividends on the Series
F convertible preferred stocks.
During the quarter ended July 31, 2005, 51,250 common shares issued to Jeff Hemm
were cancelled as a result of the legal settlement. See Note 14 on
Contingencies, Settlements and Resolved Matters.
12
Note 13. Other Equity Transactions
Viking Investments Common Stock Purchase Agreement
On September 19, 2005, the Company entered into a Common Stock Purchase
Agreement whereby Vince Rinehart, a shareholder and the Company's sole officer
and director ("Rinehart") and AMRES Holding, LLC, a Nevada limited liability
company under control of Rinehart ("AMRES Holding") will sell a total combined
amount of 10,279,369 shares of the Company's common stock and warrants to
purchase a total of 3,450,000 shares of the Company's common stock (the
"Securities"), to Viking Investments USA, Inc., a Delaware corporation
("Viking"), on or about December 30, 2005, for an aggregate purchase price of
$375,000. Viking does not bear a related-party relationship to Anza or its
management.
Gaulds Transaction
On September 23, 2005, the Company received a signed Securities Purchase
Agreement dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by
and between AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES
Holding, on or about December 30, 2005, warrants to acquire 2,000,000 shares of
the Company's common stock in exchange for the total purchase price of $10,000.
The Gaulds do not bear a related-party relationship to the Company or its
management.
Asset Sale Agreement
On September 30, 2005, the Company entered into a Reorganization, Stock
and Asset Purchase Agreement by and among the Company and AMRES, on the one
hand, and Rinehart and AMRES Holding, on the other hand, whereby the Company
will sell substantially all of its assets to AMRES Holding, on or about December
30, 2005, including but not limited to all of the Company's ownership interest
in its subsidiary, AMRES, in exchange for (i) the termination by Rinehart, the
managing member of AMRES Holding, of that certain Employment Agreement dated
June 1, 2001, by and between Rinehart and the Company, including the waiver of
$500,000 in severance thereunder and (ii) the assumption by AMRES of all
obligations under that certain real property lease by and between the Company
and Fifth Street Properties-DS, LLC. In conjunction with the abovementioned
exchange, the following transactions are to occur: (i) the delivery by Rinehart,
a shareholder and the sole officer and director of the Company, of his entire
ownership interest in the Company, consisting of 988,275 shares of common stock,
and 18,800 shares of Series F Convertible Preferred Stock, to Viking; (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire 250,000 shares of the Company's common stock to Viking.
Since this agreement is contingent upon the closing of certain other securities
purchase agreements, the Company will not record the impact of this transaction
until the related securities purchase agreements, as discussed above and below,
close.
Series D Preferred Stock and Common Stock Transaction
On September 30, 2005, AMRES Holding entered into a Stock Purchase
Agreement with Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC
("dotCom"), and Keyway Investments, Ltd. ("Keyway") (each a "Seller" and
collectively the "Sellers"), whereby the Sellers will sell to AMRES Holding, on
or about December 30, 2005, an aggregate of 3,043,945 shares of the Company's
common stock, 8,201.5 shares of the Company's Series D Preferred stock, and
warrants to purchase 750,000 shares of the Company's common stock, in exchange
for the total purchase price of $125,000. The Sellers do not bear a
related-party relationship to Anza or its management. These securities will all
be sold to Viking pursuant to the terms of Common Stock Purchase Agreement as
reported above.
13
GunnAllen Transaction
On October 12, 2005, the Company received a signed Securities Purchase Agreement
dated September 16, 2005, by and between AMRES Holding and GunnAllen Financial,
Inc., a Florida corporation ("GunnAllen"), whereby GunnAllen will sell to AMRES
Holding, on or about December 30, 2005, warrants to acquire 450,000 shares of
the Company's common stock in exchange for the total purchase price of $5,000.
GunnAllen does not bear a related-party relationship to Anza or its management
Note 14. Contingencies
Indemnifications
On December 9, 2002, the Company received notification from HUD requesting
indemnification on up to 23 loans brokered by a former loan officer of the
Company. AMRES executed and provided an indemnification agreement to HUD, as
requested. On February 13, 2003, HUD notified AMRES that (i) without the loans
originated by this particular loan officer, AMRES' default and claim rate would
be an acceptable level to HUD, and (ii) as a result of the termination of that
loan officer, and the execution of the indemnification agreement, the matter was
closed.
During the year ended April 30, 2004, the Company received two demands for
payment from HUD on claims totaling approximately $170,000. The first demand
involved losses on five properties and the second demand involved losses on an
additional property. All six properties were part of the original 23 properties
referred to above. The Company carries errors and omissions insurance coverage,
however, the Company received notification from their errors and omissions
insurance carrier that their claim for coverage was denied. As a result of this
denial, the Company estimated that their total potential liability under the
indemnification agreement is approximately $300,000.
To date, the Company received demands for payments in the approximate amount of
$250,000 and has paid all of the outstanding balance except for $110,000 for
which the Company is requesting a partial credit of $60,000 from HUD. The
$60,000 represents a surplus that HUD received on the sale of two of the
indemnified properties.
In May 2005, HUD conducted another audit of approximately 11 loan files
originated by two of the company's branches in Riverside County, California. The
Company recently received the findings from this audit, and while there were
various minor discrepancies noted, there were only a few nominal monetary
assessments against the Company.
State Audits
The Company is subject to certain state audits, which are typical in this
industry. Often these audits uncover instances of non-compliance with various
state licensing requirements. These instances of non-compliance may also
translate into a particular state levying a fine or penalty against the Company
along with the Company refunding any overpaid fees to the borrower. During the
year ended April 30, 2004, the Company resolved actions with the states of
Arizona, Kansas, Nevada and Virginia paying settlements totaling $93,000. The
Company believes it is likely that a total of an additional $25,000 in the
accompanying balance sheet as of April 30, 2004, which management believes is
sufficient to cover any liability related to the audits. Subsequent to April 30,
2004, the company paid $145,170 in state and HUD audit settlement.
14
In June 2005, the Company was audited by the State of Virginia. The Company
received the results of this audit and there were only minor issues raised and
nominal fines assessed.
Settlements or Resolved Matters
In November 2003, a former employee filed a lawsuit against the Company, the
Chief Executive Officer of the Company, and AMRES. The Complaint alleged breach
of contract and fraud arising out of the plaintiff's employment with the
Company, and requested damages in excess of $5,000,000, plus attorney fees,
interest, penalties, and punitive damages. The trial date was continued until
December 6, 2004, but the matter was settled through mediation on November 24,
2004. During the quarter ended July 31, 2005, 51,250 common shares issued to
Jeff Hemm were cancelled as a result of the legal settlement. By the terms of
the settlement agreement, the amount of the settlement is confidential but the
terms were very favorable and resulted in no material impact to the Company.
On June 1, 2004, the Company agreed to settle a claim by a lender who sought
recovery on two loans involving alleged misrepresentation by the borrowers. The
claims were for amounts of approximately $200,000. On or about June 1, 2004, the
Company executed a settlement agreement for a total amount of $120,000, with an
initial payment of $60,000 on June 1, 2004 and subsequent monthly payments of
$10,000 for six months. The $120,000 is accrued in the financial statements as
of April 30, 2004. Subsequent to the quarter ended July 31, 2005, the Company
has paid this obligation in full.
During the current fiscal year, a lender requested that the Company reimburse
them for two loans which went into default and were subsequently sold for a
$150,000 loss. The loans were brokered by a branch of the Company. On July 19,
2004, the Company settled with the lender agreeing to make monthly payments of
$10,000 starting on August 1, 2004 until a total of $138,000 was paid. As of
April 30, 2005, the Company had paid $80,000 related to this settlement, with
the balance of $58,000 included in accrued liabilities in the accompanying
consolidated balance sheet. This matter was recently settled without any further
financial impact on the Company.
In October 2003, a former employee filed a lawsuit against the Company, the
Company's Chief Executive Officer and AMRES. The Complaint alleged breach of
contract and fraud arising out of the plaintiff's employment with the Company
and requested damages in excess of $2,000,000, plus attorney fees, interest,
penalties, and punitive damages. The trial date was continued until March 2005,
but the matter was settled through mediation on February 17, 2005. By the terms
of the settlement agreement, the settlement amount is confidential, but the
terms were favorable and resulted in no material impact to the Company.
On or about July 3, 2003, the Company filed a complaint against a former branch
manager and filed an Amended Complaint on or about October 16, 2003. The
allegations included breach of written contract; intentional and negligent
misrepresentation; misappropriation of trade secrets; interference with economic
relations; violation of Business & Professions Code 17200; breach of implied
covenant of good faith and fair dealing; conversion and conspiracy. The
defendant filed a cross-complaint against the Company alleging that the Company
misclassified her employment status and that the Company was liable for money
advanced on its behalf of approximately $250,000. The entire matter was settled
on or about March 4, 2005. The terms of the settlement are confidential but were
very favorable and resulted in no material impact to the Company.
15
On December 11, 2003, a competitor of the Company filed a suit alleging
intentional interference with contract, conversion and trade name infringement,
among other causes of action. The case settled through mediation in June 2005.
The settlement agreement imposes a duty of good faith to refer at least one loan
per month (on a broker basis) to the plaintiff until $8M in loan volume has been
funded. Since the average loan amount to $400,000 approximately 20 loans will
need to be referred and funded. The agreement does not contain a liquidated
damages clause.
On or about May 18, 2004, a former assistant in one of the Company's branches
filed a complaint alleging violations of California Labor Code Sections 202 and
203, claiming that the plaintiff was owed back commissions. The Company believes
that this claim lacks merit as the plaintiff was not licensed at the time of her
claims and thus not entitled to any commissions by law. This case settled on
April 1, 2005 after a mandatory settlement conference. The Company was not
impacted by this settlement.
On or about September 7, 2004, a complaint was filed against the Company and its
Chief Executive Officer alleging fraud, negligent misrepresentation and a
promise made without intent to perform. The amount of damages claimed is
approximately $250,000. On March 11, 2005, the Court sustained (without leave to
amend) Defendants' Demurrer to plaintiff's Complaint. On May 25, 2005, the Court
entered a Judgment of Dismissal of the entire action in the defendant's favor.
In May of 2004 a borrower filed suit against the Company, a branch manager
and an individual, for allegations of fraud amongst other causes of action. The
suit alleges that the individual named Paul Robertson deceived the borrowers who
were seeking a construction loan to build a house on a vacant lot. The
plaintiffs claim that they never received the house or the funds to construct
the house and are seeking "compensatory damages exceeding $75,000" and "punitive
damages exceeding $75,000". The plaintiffs are also seeking "reasonable
attorneys' fees and costs. The Company is defending on the grounds that
Robertson was not their agent and to the extent that he and the agent were
somehow defrauding borrowers, it was being done outside of the course and scope
of any agency relationship with the Company. The Company believes that the case
lacks merit and is defending vigorously. This case has just recently settled but
the company's insurance carrier has indicated that it will be seeking a portion
of the $215,000 it paid towards the settlement as an offset for claims it
asserts are uncovered under the company's policy.
On or about September 20, 2004, a Class Action Complaint was filed, alleging the
Company sent unsolicited advertisements to fax machines in violation of TCPA
47USC section 227. The Company is defending vigorously and also tendered the
matter to People's Home Loans (a company owned by a former branch manager of the
Company) for indemnification, as they were responsible for the actions that are
subject to the Complaint. The Company recently received an indication that this
matter will be resolved with nominal financial impact to the Company.
On June 8, 2005 a former consultant of the Company filed a complaint alleging
that the Company owes him $125,000 plus attorneys' fees due to a breach of
contract. The Company defended vigorously and filed a Cross-Complaint against
the plaintiff, as the Company believed that the plaintiff fraudulently induced
the Company into entering into the contract in the first place. This matter
recently settled, a formal settlement agreement has been executed and dismissals
of the complaint and cross-complaint have been filed.
16
On June 17, 2005 a Lender filed a Complaint against the Company alleging $70,000
in damages resulting from the Company breaching a repurchase agreement. The
Company vigorously defended the matter and filed a Cross-Complaint against the
Lender, the Lender's President and one of the Lender's executives, as the
Company believed that the Cross-Defendants induced the Company into entering
into the repurchase agreement under false pretenses. The Company also believed
that Cross-Defendants should have been forced to return the amounts already paid
out by the Company on the repurchase agreement. The matter has settled and all
formal settlement agreements have been executed.
Active Litigation
On January 23, 2004, a former employee filed a claim against the Company in the
Superior Court of California, for the County of Orange. The Complaint alleged
breach of oral contract, claimed damages arising out of the plaintiff's
employment with the Company, and requested damages in excess of $50,000 plus
attorney fees, interest, penalties and punitive damages. On February 17, 2005,
the Court granted the Company's Motion for Summary Adjudication and dismissed
all but one cause of action. The Court recently granted the Company's Motion for
Summary Adjudication as to the final cause of action and dismissed the case. The
Company believes the Plaintiff may be considering an appeal.
On November 6, 2003, a borrower filed claim against the Company in the Superior
Court of California, City and County of Alameda. Amongst others also named as
defendants in this matter, is a former Loan Officer in the Company's San
Francisco Branch Office. The complaint alleges fraudulent inducement of
contract, rescission, conversion and negligence. Plaintiff's claim is for a
total amount of $121,000 but the Company believes that the plaintiff has not
shown any viable claim through the discovery process and believes that the
Company will prevail at trial or even at a pretrial motion for Summary Judgment.
In June 2004, an Orange County, California based landlord filed a lawsuit was
filed against the Company. The suit alleges that the Company breached a building
lease and claims damages for the entire term of the lease through August 2007 of
$886,332. The Company filed an Answer to the Complaint and a Cross-Complaint
against a former Branch Manager and his business associate who signed the lease
in question purporting to be officers of the corporation. The Company believes
that this matter lacks merit and is defending vigorously in order to assure that
the proper parties be accountable for any damages that are due the plaintiff.
The Company obtained information and believes that the office leases, which are
the subject of this litigation, have been re-leased to new tenants and that fact
alone significantly reduces any damages to the plaintiff.
On or about July 30, 2004, a borrower filed a complaint against the Company,
alleging violations of Michigan Consumer Protection Act, breach of contract, and
intentional infliction of emotional distress. The Company believes that there
are third parties that, at the very least, share in the liability to the
plaintiff and is vigorously seeking to show same through the formal discovery
process.
On or about November 10, 2004 a complaint was filed against the Company alleging
breach of contract and warranty; deceptive trade practices; fraud; conversion;
negligence; breach of fiduciary duty; unjust enrichment and conspiracy. The
Complaint alleges damages in the approximate amount of $295,000. The Company is
defending vigorously and has information and belief that there are third parties
that will ultimately have liability in this matter and that plaintiff will also
be found to share in the liability for its own damages. The plaintiff has
expressed an interest in mediating the matter to a resolution.
17
On or about November 24, 2004, a Class Action case was filed against the
Company, one of its former Branch Managers, and a third party entity, Spectrum
Funding Group, Inc., which is operated by said former Branch Manager. The
Complaint alleges damages & equitable relief for violations of the California
Labor Codes; and California Unfair Business Practices Act. The matter was
tendered to the former Branch Manager for indemnification based on his contract
with the Company. The Company believes that the matter lacks merit and is
defending vigorously. The Company believes that this matter will likely be
resolved with a nominal financial impact on the Company.
On or about December 15, 2004, a former loan officer filed a complaint against
the Company, alleging Breach of Contract and Conversion. The Company believes
that the matter lacks merit and is defending vigorously. The Company has had
very positive informal negotiations with plaintiff and his counsel and believes
that the two sides are very close to resolving this matter without a significant
financial impact on the Company.
On March 31, 2005 a borrower filed a Complaint against the Company, as well as,
an Investor of the Company and a Company to whom said Investor sold plaintiff's
loan. The Complaint alleges Fraud; RESPA (12 U.S.C.A. section 2601 and TILA (15
U.S.C.A. section 1601 and its Regulation Z) violations. Defendants have filed
for removal of case to Arbitration and are vigorously defending.
On April 22, 2005 an individual filed a Complaint against the Company and third
parties, alleging counts of fraud, conversion, intentional infliction of
emotional distress, (MCPA) MCL 445.901, (CSPA) MCL 445.1822(b), temporary &
permanent injunction, breach of fiduciary duty, allegations of MCLA 440.3420 -
conversion and negligence. The Company is defending vigorously and is preparing
a motion for summary judgment requesting that the Court dismiss the Company as
it is never closed a transaction for the individual and received no compensation
from the company that did close a transaction for the individual.
On May 2, 2005 a Lender filed a Complaint against the Company alleging money
agreements between the parties were breached. The Complaint states that
plaintiff is owed $50,531 in monetary damages and attorneys' fees in the amount
of $2,165. The Company is defending vigorously and believes that it will show
that plaintiff is not entitled to any money from the Company.
On July 26, 2005 a Lender filed a Complaint against the Company alleging breach
of contract, negligence, and negligent misrepresentation. The Complaint alleges
damages in excess of $25,000, punitive damages, attorney's fees, interest and
costs. Plaintiff has provided actual damage estimates in the range of $300,000
to $350,000. The complaint involves approximately 14 loans that allegedly
originated at a former branch of the company in Michigan. Although the matter
was recently filed, the company believes that substantial liability in this case
wrests with the plaintiff itself as well as various individuals that were
employed by the company but were acting outside the course and scope of their
employment in relationship to the alleged damages suffered by plaintiff. The
Company recently received a notice that its insurance carrier is denying
coverage for this case. The Company will be appealing the denial while it
continues to defend the matter.
18
On June 22, 2005, a Class Action Complaint was filed alleging that American
Residential Funding unlawfully used a telephone facsimile machine to send at
least one (1) unsolicited advertisement (unsolicited fax) defined in and in
violation of the TCPA, 47 U.S.C., section 227(a)(4).
On June 28, 2005 a Complaint was filed alleging violations of the following:
Truth and Lending, Michigan Credit Services Protection Act, Michigan Home
Solicitation Sales Act, Michigan Consumer Protection Act, Mortgage Brokers,
Lenders & Servicers Act and Usury.
On September 6, 2005, a Complaint was filed by a Lender alleging breach of
contract and negligence as to Defendant AMRES stating that due to
misrepresentation or fraud contained in the loan files AMRES has breached the
"Lending Agreement" filed a complaint against the Company. The claim involves
alleged deficiencies with as many as 80 loans with alleged damages in the range
of $400,000 to $450,000. The Company also received a notice that its insurance
carrier is denying coverage for this case. The Company will be appealing this
denial as well. The Company believes that it has valid defenses and is defending
the case vigorously.
On September 26, 2005 a complaint alleging breach of contract was filed stating
that defendant AMRES breached the terms contained within the AMRES Branch
Operating and Management Agreement as follows: failure to provide the necessary
qualifications and licensing from the Arizona State Banking Department; failure
to provide and maintain qualified responsible individuals to represent AMRES;
inability and failure to handle, process, and close residential loans in a
timely manner; change of branch lender status without prior notice; charging
loan fees which were in excess of the agreed fee structure.
On August 24, 2005 a complaint was filed, alleging unpaid commissions in an
amount exceeding $120,000, as well as, violations of Colorado Wage Statute, CRS
section 8-4-109. The Complaint also seeks attorney's fees, penalties and
punitive damages, interest and costs pursuant to CRCP 16.1(c). The Company will
be defending the matter vigorously and will be seeking to have the case
transferred to California. The contract upon which the Complaint is based
provides for the proper venue for such contract claims to be in Orange County,
California, where the Company is based.
19
ITEM 2 Management's Discussion and Analysis or Plan of Operation
This Form 10-Q report may contain forward-looking statements which involve
risks and uncertainties. Such forward-looking statements include, but are not
limited to, statements regarding future events and the Company's plans and
expectations. The Company's actual results may differ significantly from the
results discussed in forward-looking statements as a result of certain factors,
including those discussed in the Company's Form 10-K for the period ended April
30, 2005, the Company's 10-Q for the period ended July 31, 2005, and this
report. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations or any
events, conditions or circumstances on which any such statement is based.
OVERVIEW
We are a holding company which currently operates primarily through one
(1) active subsidiary.
o American Residential Funding, Inc., a Nevada Corporation (AMRES)
provides home financing through loan brokerage and banking
Inactive Subsidiaries
o Titus Real Estate, LLC, a California limited liability company
(Titus Real Estate) is currently non-operational.
o Bravo Realty.com, a Nevada Corporation (Bravo), was a real estate
sales company focused solely in California. Bravo Real Estate
Services, Inc. (Bravo Real Estate Network) and Bravo Realty.com were
sold in April, 2005.
Discontinued Operations:
o AMRES Direct, Inc., formerly Red Carpet Holdings, Inc., was
activated in 2004 to focus on direct-to-consumer marketing. The
Company has not generated revenue and has incurred minimal expenses.
o Expidoc.Com, a California Corporation (Expidoc) arranged for
notaries to provide document signing services for lenders across the
country. Effective January 31, 2004, we suspended operations at
Expidoc. This decision was a result of a sudden shift in customer
mix, as Expidoc's largest customer (Ditech.com) ceased using Expidoc
as a third party provider of notary services.
As shown below, AMRES has consistently provided the majority of our
consolidated revenue. The industry in which AMRES operates can be highly
volatile and is largely dependent on interest rates.
20
Percentage of Total Revenues by Service
% YTD Revenue % YTD Revenue
October 31, 2005 October 31, 2004
------------------- -------------------
Loan Brokering 99.88% 97.0%
Mortgage Banking .12% 1.07%
Real Estate Brokerage .00% 1.93%
Total 100.00% 100.00%
CRITICAL ACCOUNTING POLICIES
Anza's consolidated financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States of America ("GAAP"). GAAP requires the use of
estimates, assumptions, judgments and subjective interpretations of accounting
principles that have an impact on the assets, liabilities, revenue and expense
amounts reported. These estimates can also affect supplemental information
contained in the external disclosures of Anza, including information regarding
contingencies, risk and financial condition. Anza believes its use of estimates
and underlying accounting assumptions adhere to GAAP and are consistently and
conservatively applied. Valuations based on estimates are reviewed for
reasonableness and conservatism on a consistent basis throughout Anza. Primary
areas where financial information of Anza is subject to the use of estimates,
assumptions and the application of judgment include losses on loans held for
sale and indemnifications associated with loans brokered. In addition, we are
subject to litigation in the normal course of business. We assess the
probability and financial exposure when determining when a liability for losses
should be recorded. In addition, the recoverability of deferred tax assets must
be assessed as to whether these assets are likely to be recovered by Anza
through future operations. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.
Revenue Recognition
Commissions generated from brokering loans are recognized at the date of
settlement. Loan origination fees are deferred and recorded upon the sale of
loans to third parties without recourse, and whereby ANZA has no continuing
involvement.
Loans Held for Sale
Loans held for sale represent mortgage loans originated and held by AMRES,
pending sale, to interim and permanent investors. AMRES sells loans it
originates, typically within 30 days of origination, rather than holding them
for investment. AMRES sells loans to institutional loan buyers under existing
contracts. AMRES sells the servicing rights to its loans at the time it sells
those loans. Typically, AMRES sells the loans with limited recourse. This means
that, with some exceptions, the Company reduces its exposure to default risk at
the time it sells the loan, except that it may be required to repurchase the
loan if it breaches the representations or warranties that it makes in
connection with the sale of the loan, in the event of an early payment default,
or if the loan does not comply with the underwriting standards or other
requirements of the ultimate investor. In the event AMRES is required to
repurchase a loan, management will assess the impact of losses, which results
from a repurchased loan. To date, no loans have been repurchased which were
21
originated, funded and sold by AMRES; however, the Company has participated in
settlements for damages as a result of default loans. The mortgage banking
operations have been discontinued as of May 31, 2005 because of the closure of
the warehouse line of credit due to AMRES inability to meet the maximum
deductible requirement for the errors and omissions insurance. All loans were
sold as of the quarter ended October 31, 2005.
Gains and losses on loans sold are recognized at the time legal title
transfers to the investor based upon the difference between the sales proceeds
and the basis of the loan sold. Basis in the loans held for sale includes the
cost of the loan, less loan and processing fees charged to the borrower, plus
certain direct costs. The mortgages are carried at the lower of cost or market
as determined by outstanding commitments from investors or current investor
yield requirements calculated on the aggregate loan basis. Management evaluates
impairment of loans held for sale based on their estimated fair value. If
impairment exists, AMRES records a charge to earnings. During the quarter ended
October 31, 2005, AMRES realized a net gain on the sale of loans of $22,888.
Income Taxes
We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We review our deferred tax assets for recoverability and establish
a valuation allowance based upon historical losses, projected future taxable
income and the expected timing of the reversals of existing temporary
differences. During the three months ended October 31, 2005 and 2004, we
estimated the allowance on net deferred tax assets to be one hundred percent
(100%) of the net deferred tax assets.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 COMPARED TO
THE THREE MONTHS ENDED OCTOBER 31, 2004
Introduction
Interest rates have continued to put downward pressure on revenues. Our
cost containment measures have been unable to fully offset the impact of our
reduced revenues.
Quarter
Quarter Ended Quarter Ended Ended
October 31, October 31, Dollar July 31,
2005 2004 Change % Change 2005
------------ ------------ ------------ -------- ------------
Revenues $ 12,537,199 $ 12,404,795 $ 132,404 1.07% $ 13,494,852
Gross Profit % 32.30% 24.89% N/A 7.41% 28.3%
General and
Administrative Expenses 2,853,129 3,947,261 (1,094,132) (27.72)% 2,870,083
Selling and Marketing 1,183,998 439,454 744,544 169.42% 1,039,071
Net Income (Loss) available to
common stockholders (517,167) (1,316,925) 799,758 60.73% (492,629)
22
Revenues
Out of revenues of $12,537,199 for the quarter ended October 31, 2005,
$12,514,311 or 99.88% were generated from broker commissions, compared to total
revenues of $12,404,795 and revenues from broker commissions of $11,964,772
(96.45%) for the quarter ended October 31, 2004. Out of revenues of $13,494,852
for the quarter ended July 31, 2005, $13,486,668, or 99%, were generated from
broker commissions. Total revenues increased by $132,404 or 1.07% for the
quarter ended October 31, 2005 compared to the quarter ended October 31, 2004.
The increase in revenues compared to last year directly related to the increase
of property values and loan amounts, while the decrease in revenues compared to
last quarter is directly related to the overall decline in the refinance market.
AMRES is the only active subsidiary under ANZA and has generated 100% of
the revenues this quarter.
Cost of Revenues
Cost of revenues are comprised of salaries to employees along with
commissions. Commissions are paid on loans funded. Other costs include other
various loan related expenses, such as referral fees, processing fees,
underwriting fees, and other miscellaneous fees related to brokered revenues.
Cost of revenues decreased by $829,001 or 9.9%, for the quarter ended October
31, 2005, to $8,488,063 from $9,317,064 for the quarter ended October 31, 2004.
Cost of revenues for the quarter ended July 31, 2005 were $9,677,118. Notary and
other costs associated with Expidoc.com and Bravorealty.com decreased by
$254,885, or 100%. These decreases compared to last year are directly related to
the discontinued operations of Expidoc.com and the transfer of ownership of
bravorealty.com, while the decrease from last quarter is directly related to an
overall decrease in operations and loan volume.
Consolidated gross profit increased by $961,405 or 31.1% for the quarter
ended October 31, 2005 to $4,049,136 from $3,087,731 for the quarter ended
October 31, 2004. Consolidated gross profit for the quarter ended July 31, 2005
was $3,817,734. As a percentage of revenue, the gross profit increased by
approximately 7.41% compared to last year. The increase in the gross profit
compared to last year as well as last quarter was attributable to the decrease
in commissions paid and more of the income residuals were transferred to branch
accounts. The increase of the gross profit as a percentage of the revenue
compared to last year was due to decreased commissions paid and increase in
rebates from lenders
General and Administrative Expenses
General and administrative expenses totaled $2,853,129 for the quarter
ended October 31, 2005, compared to $3,947,261 for the quarter ended October 31,
2004 and $2,870,083 for the quarter ended July 31, 2005. This decrease of
$1,094,132 compared to last year, can be directly attributed to decrease in
branch personnel expenses and branch management expenses and reduction of
corporate staff.
Selling and Marketing Expense
Selling and marketing expense relates primarily to costs incurred for
prospecting activities to obtain new clients (borrowers). These costs include
acquiring "leads" which translate into funded loans. Selling and marketing
expenses for the quarter ended October 31, 2005 amounted to $1,183,998 compared
to $439,454 in the quarter ended October 31, 2004 and $1,039,071 for the quarter
ended July 31, 2005. We may see increased spending in this area in future
periods as the marketplace for qualified borrowers becomes more and more
competitive.
23
Interest Expense
Interest expense was $37,740 as of October 31, 2005, compared to $65,180
as of October 31, 2004 and $382,228 for the quarter ended July 31, 2005.
Interest expense is primarily related to interest paid on our warehouse line of
credit. The line of credit was not renewed upon maturity on May 31, 2005 due to
Anza's inability to meet the errors and omissions maximum deductible guideline
of the warehouse line provider. The decrease in the interest expense compared to
last year was due to the discontinued operations of the mortgage banking
division of AMRES. The increase in interest expense for the quarter ended July
31, 2005, was also attributed to the amortization of discounts related to Series
G Preferred stocks totaling $281,322.
Income Taxes
Our income taxes have not been material during the periods presented
because of utilization of Anza's net operating loss carryforwards for federal
income tax reporting purposes. California suspended net operating losses usage
for fiscal 2004 and 2005. The Company has no significant current or deferred
income tax expense during the periods presented.
Net Income (Loss)
We realized a net loss of $517,167 for the quarter ended October 31, 2005
compared to a net loss of $1,316,925 for the quarter ended October 31, 2004 and
$490,869 for the quarter ended July 31, 2005. The decrease compared to last year
was due to reduction of costs.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2005 COMPARED TO THE
SIX MONTHS ENDED OCTOBER 31, 2004
Introduction
Our revenues, general and administrative expenses, selling and marketing
expenses, and net income (loss) for the six months ended October 31, 2005 and
2004 are as follows:
Six Months Six Months
Ended Ended
October 31, October 31, Dollar
2005 2004 Change
------------ ------------ ------------
Revenues $ 26,032,051 $ 26,028,728 $ 3,323
Gross Profit % 30.2% 22.7% N/A
General and Administrative
Expenses 5,723,212 6,272,649 (549,437)
Selling and Marketing 2,223,069 901,216 1,321,853
Net Income (Loss) available to
common stockholders $ (1,009,796) $ (1,265,660) $ (255,864)
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Revenues
Total revenues increased by $3,323 for the six month ended October 31,
2005 as compared to the six month ended October 31, 2004. Revenues remained
relatively flat because of the impact of increased interest rates on our volume
of refinancing business, offset by an increased average loan size as a result of
increased property values in most regions of the country.
Cost of Revenues
Cost of revenues are comprised of salaries to employees along with
commissions. Commissions are paid on loans funded. Other costs include other
various loan related expenses, such as referral fees, processing fees,
underwriting fees, and other miscellaneous fees related to brokered revenues.
Cost of revenues decreased by $1,960,911 for the six months ended October 31,
2005 compared to the six months ended October 31, 2004. These decreases compared
to last year are directly related to the discontinued operations of Expidoc.com
and the transfer of ownership of bravorealty.com, and the overall decrease in
cost of mortgage related revenue of approximately $1.6 million due to a decrease
in commissions paid.
Consolidated gross profit increased by $1,964,234 for the six months ended
October 31, 2005 compared to the six months ended October 31, 2004. The increase
in the gross profit compared to last year was attributable to the decrease in
commissions paid and more of the income residuals were transferred to branch
accounts.
General and Administrative Expenses
General and administrative expenses decreased by $549,437 for the six
months ended October 31, 2005 compared to the six months ended October 31, 2004.
This decrease compared to last year can be directly attributed to decrease in
branch personnel expenses and branch management expenses and reduction of
corporate staff.
Selling and Marketing Expense
Selling and marketing expense relates primarily to costs incurred for
prospecting activities to obtain new clients (borrowers). These costs include
acquiring "leads" which translate into funded loans. Selling and marketing
expenses for the six months ended October 31, 2005 increased by $1,321,853
compared to the six months ended October 31, 2004. We may see increased spending
in this area in future periods as the marketplace for qualified borrowers
becomes more and more competitive.
Interest Expense
Interest expense increased by $305,035 for the six months ended October
31, 2005 as compared to the six months ended October 31, 2004. Interest expense
is primarily related to interest paid on our warehouse line of credit. The line
of credit was not renewed upon maturity on May 31, 2005 due to Anza's inability
to meet the errors and omissions maximum deductible guideline of the warehouse
line provider. The increase in interest expense for the six months this year was
attributed to the amortization of discounts related to Series G Preferred stocks
totaling $281,322.
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Income Taxes
Our income taxes have not been material during the periods presented
because of utilization of Anza's net operating loss carryforwards for federal
income tax reporting purposes. California suspended net operating losses usage
for fiscal 2004 and 2005. The Company has no significant current or deferred
income tax expense during the periods presented.
Net Income (Loss)
We realized a net loss of $1,008,036 for the six months ended October 31,
2005 compared to a net loss of $1,265,660 for the six months ended October 31,
2004. The decrease compared to last year was due to reduction of costs.
LIQUIDITY AND CAPITAL RESOURCES
Introduction
Our cash position remains strong with over $1.3 million on hand as of
October 31, 2005, compared to $1.4 million as of July 31, 2005 and $1.3 million
as of April 30, 2005. Our current liabilities exceed our current assets by
$1,946,202. However, if our revenues continue to decline and we are unable to
offset the declines by shedding overhead costs, our cash balances will decrease
noticeably. In addition, any significant changes to our estimates of exposure
from contingent liabilities could have a severe adverse effect on our liquidity
and capital resources
Cash Flows
Net cash provided by (used in) operating activities was $5,816,610 for the
six months ended October 31, 2005, compared to ($3,673,219) for the six months
ended October 31, 2004. For the six months ended October 31, 2005, we recorded a
net loss of ($1,008,036) compared to a net loss of ($1,265,660) for the six
months ended October 31, 2004. In both periods, the changes in our loans held
for sale was the primary contributor to the net cash provided by (used in)
operating activities in the amount of $5,886,950 and ($4,146,340) as of October
31, 2005 and 2004, respectively. In addition, for the current six months, an
increase in accrued liabilities in the amount of $302,180 and an increase in
accounts payable in the amount of $18,924 were contributors to the cash provided
by operating activities.
Net cash (used in) investing activities was ($1,226) for the six months
ended October 31, 2005 compared to cash provided by investing activities of
$1,100 for the six months ended October 31, 2004. For the six months ended
October 31, 2005, net cash used in investing activities relates to the
acquisition of property and equipment.
Net cash provided by (used in) financing activities was ($5,817,430) and
$4,007,536 for the six months ended October 31, 2005 and October 31, 2004,
respectively. The most significant contributor to the cash used in financing
activities during the six months ended October 31, 2005, relates primarily to
payments on our warehouse line of credit in the amount of $(5,778,298). During
the six months ended October 31, 2004, the only inclusion in the net cash
provided by financing activities was from advances from our warehouse line of
credit.
Liquidity
Our cash on hand at October 31, 2005 amounted to $1,314,794 and our
working capital shortfall was $1,946,202. Our current obligations consist
primarily of liabilities generated in the ordinary course of business, which
included our warehouse line of credit. We have no long-term debt which we need
to service in the near term.
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Interest Rates
We are vulnerable to increases in interest rates. Our business over the
past two years has increased due to mortgage refinancings which resulted from
declining interest rates. The sub-prime lending market is less vulnerable to
increases in interest rates, because interest rates charges to these borrowers
is significantly higher and less volatile to changes in interest rates.
Significant increases in interest rates could have an adverse impact on our
financial condition, results of operations and cash flows.
Seasonality
We experience slow loan production in the months of January through March
because of the low number of applications we receive in December and January
relative to the other months during the year. We historically have incurred
losses during the months of February and March because of seasonality.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
Interest rate movements significantly impact our volume of closed loans
and represent the primary component of market risk to us. In a higher interest
rate environment, consumer demand for mortgage loans, particularly refinancing
of existing mortgages, declines. Interest rate movements affect the interest
income earned on loans held for sale, interest expense on the warehouse lines
payable, the value of mortgage loans held for sale and ultimately the gain on
sale of mortgage loans.
Our primary financial instruments are cash in banks and money market
instruments. We do not believe that these instruments are subject to material
potential near-term losses in future earnings from reasonably possible near-term
changes in market rates or prices. We do not have derivative financial
instruments for speculative or trading purposes. We are not currently exposed to
any material currency exchange risk.
ITEM 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, as of October 31, 2005, to ensure that information required
to be disclosed by us in the reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission's rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of October
31, 2005, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses described below.
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In light of the material weaknesses described below, we performed
additional analysis and other post-closing procedures to ensure our consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. Accordingly, we believe that the consolidated financial
statements included in this report fairly present, in all material respects, our
financial condition, results of operations and cash flows for the periods
presented.
A material weakness is a control deficiency (within the meaning of the
Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management has identified the
following two material weaknesses which have caused management to conclude that,
as of October 31, 2005, our disclosure controls and procedures were not
effective at the reasonable assurance level:
1. We were unable to meet our requirements to timely file our Form 10-Q
for the quarter ended July 31, 2005 or our Form 10-K for the year ended April
30, 2005. Management evaluated the impact of our inability to timely file
periodic reports with the Securities and Exchange Commission on our assessment
of our disclosure controls and procedures and has concluded that the control
deficiency that resulted in the inability to timely make these filings
represented a material weakness.
2. We did not maintain a sufficient complement of finance and accounting
personnel with adequate depth and skill in the application of generally accepted
accounting principles. In addition, we did not maintain a sufficient complement
of finance and accounting personnel to handle the matters necessary to timely
file our Form 10-Q for the quarter ended July 31, 2005 or our Form 10-K for the
year ended April 30, 2005. Management evaluated the impact of our lack of
sufficient finance and accounting personnel on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted in our lack of sufficient personnel represented a material weakness.
To address these material weaknesses, management performed additional
analyses and other procedures to ensure that the financial statements included
herein fairly present, in all material respects, our financial position, results
of operations and cash flows for the periods presented.
Remediation of Material Weaknesses
To remediate the material weaknesses in our disclosure controls and
procedures identified above, subsequent to April 30, 2005, in addition to
working with our independent auditors, we retained a third-party consultant to
advise us regarding our financial reporting process.
Changes in Internal Control over Financial Reporting
Except as noted above, there were no changes in our internal control t 6 0
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
There are no changes to our description of the existing matters in our
Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
There have been no events which are required to be reported under this
Item.
ITEM 3 Defaults Upon Senior Securities
There have been no events which are required to be reported under this
Item.
ITEM 4 Submission of Matters to a Vote of Security Holders
There have been no events which are required to be reported under this
Item.
ITEM 5 Other Information
On September 19, 2005, we entered into a Common Stock Purchase Agreement
whereby Vince Rinehart, a shareholder and our sole officer and director
("Rinehart") and AMRES Holding, LLC, a Nevada limited liability company under
control of Rinehart ("AMRES Holding") will sell a total combined amount of
approximately 10,379,731 shares of our common stock and warrants to purchase a
total of 3,450,000 shares of our common stock (the "Securities"), to Viking
Investments USA, Inc., a Delaware corporation ("Viking"), on or about October
28, 2005, for an aggregate purchase price of $375,000. Viking does not bear a
related-party relationship to Anza or its management. The anticipated closing
date has been changed by agreement of the parties to December 30, 2005.
On September 23, 2005, we received a signed Securities Purchase Agreement
dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by and
between AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES
Holding, on or about October 28, 2005, warrants to acquire 2,000,000 shares of
common stock of Anza in exchange for the total purchase price of $10,000. The
Gaulds do not bear a related-party relationship to Anza or its management. The
anticipated closing date has been changed by agreement of the parties to
December 30, 2005.
On September 30, 2005, we entered into a Reorganization, Stock and Asset
Purchase Agreement by and among Anza and AMRES, on the one hand, and Rinehart
and AMRES Holding, on the other hand, whereby we will sell substantially all of
our assets to AMRES Holding, on or about November 8, 2005, including but not
limited to all of our ownership interest in our subsidiary, AMRES, in exchange
for (i) the termination by Rinehart, the managing member of AMRES Holding, of
that certain Employment Agreement dated June 1, 2001, by and between Rinehart
and the Company, including the waiver of $500,000 in severance thereunder and
(ii) the assumption by AMRES of all obligations under that certain real property
lease by and between the Company and Fifth Street Properties-DS, LLC. In
conjunction with the abovementioned exchange, the following transactions will
occur: (i) the delivery by Rinehart, a shareholder and the sole officer and
director of the Company, of his entire ownership interest in the Company,
consisting of 988,275 shares of common stock, and 18,800 shares of Series F
29
Convertible Preferred Stock, to Viking; (ii) the delivery by AMRES to Viking of
its ownership interest in the Company, consisting of 4,137,500 shares of Company
common stock; and (iii) delivery by AMRES Holding of warrants to acquire 250,000
shares of the Company's common stock to Viking. The anticipated closing date has
been changed by agreement of the parties to December 30, 2005.
On September 30, 2005, AMRES Holding entered into a Stock Purchase
Agreement with Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC
("dotCom"), and Keyway Investments, Ltd. ("Keyway") (each a "Seller" and
collectively the "Sellers"), whereby the Sellers will sell to AMRES Holding, on
or about November 8, 2005, an aggregate of 3,043,945 shares of our common stock,
8,201.5 shares of our Series D Preferred stock, and warrants to purchase 750,000
shares of our common stock, in exchange for the total purchase price of
$125,000. The anticipated closing date has been changed by agreement of the
parties to December 30, 2005. The Sellers do not bear a related-party
relationship to Anza or its management. These securities will all be sold to
Viking pursuant to the terms of Common Stock Purchase Agreement as reported in
our Current Report on Form 8-K dated September 23, 2005.
ITEM 6 Exhibits
(a) Exhibits
3.1 (1) Restated Articles of Incorporation, as filed with the
Nevada Secretary of State on April 14, 2003.
3.2 (1) Second Restated Bylaws of Anza Capital, Inc.
4.1 (1) Certificate of Designation for Series D Convertible
Preferred Stock
4.2 (1) Certificate of Designation for Series E Convertible
Preferred Stock
4.3 (1) Certificate of Designation for Series F Convertible
Preferred Stock
4.4 (2) Certificate of Designation of Series G Convertible
Preferred Stock
10.1 (3) Common Stock Purchase Agreement dated September 19, 2005.
10.2 (3) Securities Purchase Agreement dated September 16, 2005.
10.3 (4) Reorganization, Stock and Asset Purchase Agreement dated
September 30, 2005.
10.4 (4) Stock Purchase Agreement dated September 30, 2005.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
30
32.1 Chief Executive Officer Certification Pursuant to 18 USC,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Chief Financial Officer Certification Pursuant to 18 USC,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to our Current Report on Form 8-K
dated April 21, 2003 and filed with the Commission on April
22, 2003.
(2) Incorporated by reference to our Current Report on Form 8-K
dated and filed with the Commission on September 20, 2004.
(3) Incorporated by reference to our Current Report on Form 8-K
dated and filed with the Commission on September 23, 2005.
(4) Incorporated by reference to our Current Report on Form 8-K
dated and filed with the Commission on October 3, 2005.
(b) Reports on Form 8-K
On September 23, 2005, we filed an Item 1.01 Current Report on Form 8-K
regarding our entry into an agreement to sell a controlling interest to a third
party.
On October 3, 2005, we filed an Item 1.01 Current Report on Form 8-K
regarding our entry into an agreement to sell all of our assets and an agreement
to purchase all of our securities from a material shareholder, both in
connection with our agreement to sell a controlling interest to a third party.
On October 14, 2005, we filed an Item 1.01 Current Report on Form 8-K
regarding our entry into an agreement to purchase all of our securities from a
third party shareholder in connection with our agreement to sell a controlling
interest to a third party.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 14, 2005 /s/ Vincent Rinehart
---------------------------------
By: Vincent Rinehart
Its: President, Chairman, Chief
Executive Officer, Chief
Financial Officer, Chief
Accounting Officer, and
Director
32