UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15-(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
Commission File Number 0-29507
CHANTICLEER HOLDINGS, INC.
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(Exact name of registrant as specified in the charter)
Delaware 20-2932652
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4500 Cameron Valley Parkway, Suite 270, Charlotte, NC 28211
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (704) 366-5122
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No.
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |X| Yes |_| No.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerate filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). |_| Yes |X| No.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed fiscal
quarter; $3,834,805 as of December 31, 2005.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. There were 8,681,711 shares of
common stock outstanding as of March 1, 2006.
DOCUMENTS INCORPORATED BY REFERENCE: No documents are incorporated by reference
into this Report except those Exhibits so incorporated as set forth in the
Exhibit index.
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Chanticleer Holdings, Inc.
Form 10-K Index
Page
Part I
Item 1: Business 4
Item 1A: Risk Factors 8
Item 2: Properties 23
Item 3: Legal proceedings 23
Item 4: Submission of Matters to a Vote of Security Holders 23
Part II
Item 5: Market for Registrant's Common Equity and Related Stockholder Matters 24
Item 6: Selected Financial Data 25
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations 25
Item 7A: Quantitative and Qualitative Disclosures About Market Risk 28
Item 8: Financial Statements and Supplementary Data 29
Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 47
Item 9A: Controls and Procedures 47
Item 9B: Other Information 47
Part III
Item 10: Directors and Executive Officers of the Registrant 48
Item 11: Executive Compensation 51
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters 52
Item 13: Certain Relationships and Related Transactions 54
Item 14: Principal Accountant Fees and Services 54
Part IV
Item 15: Exhibits and Financial Statement Schedules 55
Signatures 56
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PART I
FORWARD LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the
federal securities laws that involve a number of risks and uncertainties. Our
future results may differ materially from our historical results and actual
results could differ materially from those projected in the forward-looking
statements as a result of certain risk factors. These factors are described in
the "Risk Factors" section below. Among the factors that could cause actual
results to differ materially from those expected are the following: business
conditions and general economic conditions; competitive factors, such as pricing
and marketing efforts; and the pace and success of product research and
development. These and other factors may cause expectations to differ.
ITEM 1: BUSINESS
Chanticleer Holdings, Inc. (the "Company," "we," "us" or "Chanticleer") has
filed an election to be treated as a business development company under the
Investment Company Act of 1940 (the "1940 Act"). In connection with this
election, we have adopted corporate resolutions and are operating as a
closed-end, non-diversified management investment company and as a business
development company (a "BDC").
As a business development company, we are required to invest at least 70% of our
total assets in qualifying assets, which, generally, will be privately held
companies or companies with thinly traded public securities at the time we
invest in them. Qualifying assets may also include cash, cash equivalents, U.S.
Government securities or high-quality debt investments maturing in one year or
less from the date of investment. We may invest a portion of the remaining 30%
of our total assets in debt and/or equity securities of companies that may be
larger or more stabile than target portfolio companies.
The Characteristics of Desirable Investments
When we begin to look at companies, we have the option of investing in public or
private companies. We look to buy great businesses with the best value
proposition, whether it is public or private. We conduct what is typically
referred to as fundamental analysis. We believe that while technical analysis,
or the examination of historical trends and demand / supply complexes, may have
some merit in the short-term, fundamental characteristics in the long-term make
the difference.
We look for five core characteristics in our investments:
o Profitability
o Predictable and Sustainable Returns
o Margin of Safety
o Strong Future Prospects
o Reputable Management
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We look at these characteristics in a historical context and then assess what
those characteristics will look like in the future. We believe that the best
indication of what a company will do in the future is its past behavior
(companies, like many of us, have a difficult time changing). The metrics that
we examine are a blend of quantitative factors, like returns on equity and
profit margins, and qualitative factors, like management ownership and a
company's enduring competitive advantage. By remaining disciplined with respect
to these metrics, we can be assured that we have minimized the potential for a
loss.
Portfolio and Firm Management
The investment portfolio at Chanticleer will have several distinguishing
characteristics. Perhaps first and foremost is the proportion of our assets that
we are willing to commit to an idea. At the end of exhaustive, patient searches
for outstanding companies we will be willing, and to achieve superior returns
must be willing, to commit a meaningful percentage of our assets to our best
deals. Additionally, it is very likely that the number of holdings will be
relatively small. There are a limited number of companies that will stand the
test of our scrutiny, so we must put a significant amount of money in those few
ideas. Our portfolio of companies will be focused on the best possible ideas.
We will also make decisions within the context of our portfolio in such a way as
to minimize its turnover. When we find good companies we will not rush to make a
change at the first sight of short-term weakness. In fact such a time might be
cause for additional investment. Understanding that there will be occasions for
change, buying and selling has the unintended consequence of interrupting the
compounding effect and we believe interrupting superior returns.
Chanticleer, though structured as a BDC, will be managed much like a partnership
would be managed. Those at Chanticleer have a stake in its success. We are part
owners, not simply managers. We will manage the business as to maximize the
long-term return to our shareholders and will make every effort to be sure that
our shareholders share that patient, long-term view. We will be candid in our
comments about the businesses in which we invest and will treat our shareholders
the way we would choose to be treated if the roles were reversed. As such, we
will report all the information we believe shareholders will need to make an
assessment of our companies and our management capabilities. We will not,
though, discuss matters which may compromise future investments.
Over the long-term it is our goal to provide a return superior to the return an
investor could obtain by simply investing in low-cost index funds. We believe
the philosophy presented here will, over the long-term, create wealth for our
shareholders, without significant risk exposure.
Ongoing Relationships with Portfolio Companies
Monitoring
We will continuously monitor our portfolio companies in order to determine
whether they are meeting our investment criteria and achieving our business
expectations. We will monitor the progress of each portfolio company to assess
the appropriate course of action for each company and to evaluate overall
portfolio quality.
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Managerial Assistance
As a business development company, we are required to offer, and in some cases
may provide, significant managerial assistance to portfolio companies. This
assistance typically involves monitoring the operations of portfolio companies,
participating in their board and management meetings, consulting with and
advising their officers and providing other organizational and financial
guidance.
Other Income
In addition to our investment objectives, we seek to earn interest on our loans
to portfolio companies and in some cases will have management fee agreements
with the portfolio companies.
Frequently, to minimize the cash requirements of our portfolio companies, we may
receive restricted stock in payment of our management fees and the interest owed
us on our loans to our portfolio companies. Our investment committee will value
the restricted stock, which will become the basis for a portion of our revenue.
Investment Personnel
The investment personnel of Chanticleer Holdings, Inc. currently consists of its
executive officer, Michael D. Pruitt, and three additional investment analysts
that assist in searching for and valuing potential and additional investments.
The following information relates to the personnel involved in making investment
and valuation decisions.
Michael D. Pruitt
Michael Pruitt, a long-time entrepreneur with a proven track record, possesses
the expertise to evaluate potential investments, form key relationships and
recognize a strong management team. Mr. Pruitt founded Avenel Financial Group, a
boutique financial services firm concentrating on emerging technology company
investments. The business succeeded immediately, and in order to grow Avenel
Financial Group to its full potential and better represent the company's ongoing
business model, he formed Avenel Ventures, an innovative technology investment
and business development company. In the late 1980s, Mr. Pruitt owned Southern
Cartridge, Inc., which he eventually sold to MicroMagnetic, Inc., where he
continued working as Executive Vice President and a Board member until Southern
Cartridge was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr. Pruitt
worked in a trucking firm where he was instrumental in increasing revenues from
$6 million to $30 million. The firm was sold in 1996 to Priority Freight
Systems. Between 1997 and 2000, Mr. Pruitt assisted several public and private
companies in raising capital, recruiting management and preparing companies to
go public or be sold. He was the CEO, President and Chairman of the Board of OTV
(formerly RCG Companies), a publicly traded holding company listed on the AMEX.
Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University
in Conway, South Carolina, where he sits on the Board of Visitors of the Wall
School of Business. He is also Managing Director of Cain Capital Advisors.
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Matthew S. Miller
Matthew Miller joined Chanticleer Holdings in June of 2005. He graduated Summa
Cum Laude from Coastal Carolina University earning a Bachelor degree in Business
Administration with a concentration in Finance. At Coastal, he graduated from
the honors program and was a member of the distinguished Wall Fellows Program.
In 2004, Mr. Miller was named a Financial Executives International Scholar and
has presented on several research topics, including capital structure, insider
trading, and the Warren Buffett methodology. Most recently, he worked with
Wachovia Securities, LLC in Myrtle Beach, South Carolina where he coordinated
prospecting efforts for the Pyle/Cunningham Investment Consulting Group. Mr.
Miller has also worked for Hennecke GmbH in Sankt Augustin, Germany. There he
worked to develop a better means of recording synergies between the company and
its parent, Bayer AG.
Joseph T. Koster
Joseph Koster joined Chanticleer Holdings in June of 2005. He is a Magna Cum
Laude graduate of Coastal Carolina University. Mr. Koster graduated with a
Bachelor degree in Business Administration with a concentration in Finance. He
was a member of the Beta Gamma Sigma International Honor Society and the
distinguished Wall Fellows Program at CCU. Mr. Koster worked part-time for a
financial advisor in Myrtle Beach during his final academic year and also spent
the previous summer working in the executive offices of Kemin Europa, a global
chemical company with headquarters in Herentals, Belgium.
Alexander D. Klaus
Alexander Klaus joined Chanticleer Holdings in January of 2006. A native of
Germany, Mr. Klaus is a Cum Laude graduate of Coastal Carolina University
earning a Bachelor degree in Business Administration with a concentration in
both Finance and Management. Mr. Klaus also holds an intermediate diploma in
Tourism Management by the International University of Applied Sciences Bad
Honnef-Bonn, Germany. He was President of the Carolina Forest Rotaract Club, and
is a member of Omikron Delta Kappa and Beta Alpha Psi Honor Societies. In 2004,
Mr. Klaus interned with Lufthansa German Airlines in Dallas, TX, where he
supported the establishment of Lufthansa's energy industry desk.
Further Regulation as a Business Development Company
We are a business development company under the 1940 Act. The 1940 Act contains
prohibitions and restrictions relating to transactions between business
development companies and their affiliates, including any investment advisers or
sub-advisers, principal underwriters and affiliates of those affiliates or
underwriters and requires that a majority of the directors be persons other than
interested persons, as that term is defined in the 1940 Act. In addition, the
1940 Act provides that we may not change the nature of our business so as to
cease to be, or to withdraw our election as, a business development company
unless approved by a majority of our outstanding common shareholders.
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We are permitted, under specified conditions, to issue multiple classes of
indebtedness and one class of stock senior to our common stock if our asset
coverage, as defined in the 1940 Act, is at least equal to 200% immediately
after each such issuance. In addition, while any senior securities remain
outstanding, we must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares unless we meet the
applicable asset coverage ratios at the time of the distribution or repurchase.
We may also borrow amounts up to 5% of the value of our total assets for
temporary or emergency purposes. Regulations governing our operation as a BDC
will affect our ability to, and the way in which we raise additional capital,
which may expose us to risks, including the typical risks associated with
leverage.
Code of Ethics
We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that
establishes procedures for personal investments and restricts certain personal
securities transactions. Personnel subject to each code may invest in securities
for their personal investment accounts, including securities that may be
purchased or held by us, so long as such investments are made in accordance with
the code's requirements.
ITEM 1A: RISK FACTORS
In the normal course of business, and in an effort to keep our shareholders and
the public informed about our operations and portfolio of investments, we may
from time-to-time issue certain statements, either in writing or orally, that
contain or may contain forward-looking information. Generally, these statements
relate to our business plans or strategies or portfolio companies, projected or
anticipated benefits or consequences of such plans or strategies, projected or
anticipated benefits of new or follow-on investments made by or to be made by
us, or projections involving anticipated purchases or sales of securities or
other aspects of our operating results. Forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties that
could cause actual results to differ materially. As noted elsewhere in this
report, our operations and portfolio of investments are subject to a number of
uncertainties, risks, and other influences, many of which are outside our
control, and any one of which, or a combination of which, could materially
affect the results of our operations, or our net asset value ("NAV"), the market
price of our common stock, and whether any forward-looking statements made by us
ultimately prove to be accurate.
Investing in Chanticleer involves a number of significant risks relating to our
business and investment objective. As a result, there can be no assurance that
we will achieve our investment objective. In addition, the following risk
factors are applicable to an investment in our common stock.
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GENERAL RISK FACTORS
We are a recently organized company with limited resources and sources of
revenues.
We have just recently made our election to become a BDC and have not yet entered
into any significant financing transactions with any portfolio companies
(although at December 31, 2005, we own stock in two companies which may be
qualified as portfolio companies and have a loan with a third company). We have
no experience relating to the identification, evaluation and acquisition of
target businesses and, accordingly, there is only a limited basis upon which to
evaluate our prospects for achieving our intended business objectives. To date,
our efforts have been limited primarily to organizational activities. We have
now raised over $2,500,000 and have over $2,200,000 available for investment at
December 31, 2005. We have realized only limited revenues to date. In addition,
we will not achieve any revenues other than interest income until, at the
earliest, we are able to make investments and sell our position of securities in
an underlying portfolio company for a profit. We will be wholly dependent for
the selection, structuring, closing and monitoring of all of its investments on
the diligence and skill of its management, acting under the supervision of our
Board of Directors. None of these individuals has substantial experience, within
the BDC business format, in acquiring and investing in growth stage companies,
the negotiation of the terms of such investments and the monitoring of such
investments after they are made. We cannot assure you that we will attain our
investment objective.
We have filed our notice of intent to become a BDC which will require us to
comply with significant regulatory requirements.
We have filed a notice with the Securities and Exchange Commission of our intent
to be regulated as a Business Development Company under the 1940 Act and be
subject to Sections 54 through 65 of said Act. Since making this election, we
filed a notice of our election and thus will be subject to the provisions of
1940 Act as it applies to BDCs. Being subject to the BDC provisions requires us
to meet significant numbers of regulatory and financial requirements. Compliance
with these regulations is expensive and may create financial problems for us in
the future. These laws and regulations, as well as their interpretation, may be
changed from time to time. Accordingly, any change in these laws or regulations
could have a material adverse effect on our business.
Specifically, it must be noted that there are increased costs associated with
compliance with the 1940 Act as a result of our election to become a BDC. These
costs include costs associated with the increased demand for compliance
including oversight by our Chief Compliance Officer and counsel to the Company
as well as increased costs due to accounting methodology and valuations which
increase the time and work required of both our accounting service providers and
independent auditors. These costs require us to expend capital and resources
that might otherwise be used to meet the needs or opportunities relating to
investments and/or our portfolio companies or other income-producing assets.
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If we do not remain a business development company, we might continue to be
regulated as a closed-end investment company under the 1940 Act, which would
decrease our operating flexibility. We cannot assure you that we will
successfully retain our BDC status.
There are risks which result from the inherent concentration of investments
prior to diversification.
While we intend to allocate our investments among different portfolio companies,
it is possible that, prior to our achieving diversification, a significant
amount or all of our NAV at any one time could be invested in the securities of
just a few portfolio companies. Thus, our success and its NAV would be dependent
on the success of just a few portfolio companies and all of the risks associated
with ownership of such portfolio companies including success dependent on
management, success dependent on market conditions within the industry or field
of such portfolio companies, success dependent on achieving the business
objectives of such portfolio companies and success dependent on economic
conditions and other conditions relative to the operation of such portfolio
companies, would become risks borne by us.
Limitation of liability and indemnification of management.
While limitations of liability and indemnification are themselves limited, we
have instituted provisions in our by-laws indemnifying, to the extent permitted,
against and not making management liable for, any loss or liability incurred in
connection with our affairs, so long as such loss or liability arose from acts
performed in good faith and not involving any fraud, gross negligence or willful
misconduct. Therefore, to the extent that these provisions provide any
protection to management, that protection may limit the right of a shareholder
to collect damages from members of management. Management is accountable to the
shareholder as a fiduciary and, consequently, members of management are required
to exercise good faith and integrity in handling our affairs.
Our business may become subject to extensive regulation at the federal and state
levels.
Our operations are and will be affected by current and future legislation and by
the policies established from time to time by various federal and state
regulatory authorities. It is not possible to predict what changes, if any, will
be made to existing federal and state legislation and regulations or the effect
that such changes may have on our future business and earnings prospects.
Our investments may require us to raise additional capital on different terms.
In the future we may require additional capital. For additional requirements, we
may raise capital by issuing equity or convertible debt securities, and when we
do, the percentage ownership of our existing stockholders will be diluted. In
addition, any new securities we issue could have rights, preferences and
privileges senior to our existing equity.
Our ability to raise capital as a BDC is limited by the requirement that we not
sell shares below the net asset value per share ("NAV/S") without approval of a
majority of our shareholders. While we do not anticipate that the NAV/S
calculation will ever result in a negative number or a nominally positive
number, the Company would be severely limited in its ability to sell shares if
such number were to be the result of a NAV/S calculation.
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We cannot guarantee paying dividends to our stockholders.
We are allowed by our articles of incorporation and by-laws to pay dividends to
our stockholders. However, there can be no guarantee we will have sufficient
revenues to pay dividends. Consequently, there is no assurance that the Company
will pay any dividends during any period. Investors in need of liquidity through
the payment of dividends should refrain from investing in our common stock.
GENERAL RISKS ASSOCIATED WITH BUSINESS DEVELOPMENT COMPANIES
BDCs generally require substantial amounts of time to realize the benefits from
investments.
We anticipate that there will be a significant period of time ranging from six
months to three years before we have obtained funding and completed the initial
selection of portfolio companies for our first round of equity investments.
Venture capital investments typically take from four to eight years from the
date of initial investment to reach a state of maturity at which liquidation can
be considered practical. In light of the foregoing, it is unlikely that any
significant distributions of the proceeds from the liquidation of equity
investments will be made for several years after inception, if at all.
We may change our investment policies without further shareholder approval.
Although we are limited by the 1940 Act with respect to the percentage of our
assets that must be invested in qualified portfolio companies, we are not
limited with respect to the minimum standard that any investment company must
meet, nor the industries in which those investment companies must operate. We
may make investments without shareholder approval and such investments may
deviate significantly from our historic operations. Any change in our investment
policy or selection of investments could adversely affect our stock price,
liquidity, and the ability of our shareholders to sell their stock.
Our investments may not generate sufficient income to cover our operations.
We intend to make investments into qualified companies that will provide the
greatest overall return on our investment. This is in conformity with the Small
Business Investment Incentive Act of 1980 which amended the 1940 Act and created
BDC's. However, certain of those investments may fail, in which case we will not
receive any return on our investment. In addition, our investments may not
generate income, either in the immediate future, or at all. As a result, we may
have to sell additional stock, or borrow money, to cover our operating expenses.
The effect of such actions could cause our stock price to decline or, if we are
not successful in raising additional capital, we could cease to continue as a
going concern. It should be noted that our operational costs are higher as a
result of our having elected to be governed as a BDC.
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RISKS ASSOCIATED WITH INVESTMENTS AND PORTFOLIO COMPANIES
There are costs associated with the purchase and sale of securities.
Some of our strategies may include purchases of different classes of securities
or frequent trading to maximize profits and, as a consequence, risks related to
turnover and costs such as brokerage commissions may be greater than for an
investment in a single entity for a single class of security held for a longer
period of time. Our operating expenses, including, but not limited to, fees paid
to accountants, attorneys, fees to execute trades and manage investments and
fees paid to any investment advisor may, in the aggregate, constitute a high
percentage relative to the expenses and fees than for an investment in a single
entity for a single class of security held for a longer period of time.
There are numerous risks arising from investing in securities.
The securities industry is generally competitive and methods of investment
strategy each involve a degree of risk. We will compete with firms, including
many of the larger securities and investment banking firms, which have
substantially greater financial resources and research staffs. Where we purchase
securities in portfolio companies for appreciation, our profitability
substantially depends upon our ability to correctly assess the future price
movements of stocks. There can be no assurance that we will be able to
accurately predict price movements of securities purchased.
Security investments generally involve a high degree of risk. The performance of
securities in which we may invest are subject to numerous factors which are
neither within the control of nor predictable by us. Such factors can include a
wide range of economic, political, competitive and other conditions which may
affect investments in general or specific industries or companies. In recent
years, the securities markets have become increasingly volatile and this
volatility has increased the degree of risk.
Investing in small and growth stage companies is inherently risky.
Investments in growth stage companies offer the opportunity for significant
gains. However, each investment involves a high degree of business and financial
risk that can result in substantial losses. Among these are the risks associated
with:
o Investing in companies in an early-stage of development or with
little or no operating history;
o Companies operating at a loss or with substantial variations in
operating results from period to period; and
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o Companies with the need for substantial additional capital to
support expansion or to achieve or maintain a competitive position.
These companies may face intense competition, including competition from
companies with:
o Greater financial resources;
o More extensive development, manufacturing, marketing, and service
capabilities; and
o A larger number of qualified managerial and technical personnel.
Although we intend to mitigate our risk exposure by limiting our investments in
early stage companies, we cannot assure you that the portfolio companies in
which we choose to place a majority of our investment capital are not facing the
same risks of companies that are inherent in start-up companies. In addition,
growth stage companies are likely to have a very limited operating history and
thus evaluating their worthiness for investment will be more subjective on their
future potential for growth and cannot be predicated on operating successes. We
will be dependent on the quality and actions of management of portfolio
companies.
Our success will depend upon the success of the portfolio companies and, in
great part, upon the abilities of their management.
Although our management expects to provide portfolio companies with assistance
(particularly with regard to capital formation, major personnel decisions, and
strategic planning), the day-to-day operations will be controlled by the
management of the portfolio companies. As the portfolio companies have yet to be
identified, investors must rely upon our management to select portfolio
companies that have, or can obtain, the necessary management resources. Problems
may arise at portfolio companies that local management do not recognize or
cannot resolve. In addition, the management of portfolio companies may conceal
the existence of problems from us.
The value of securities we own may be adversely impacted by subsequent
regulatory changes.
Our current investment strategy includes purchase of unregistered securities in
both private companies as well as private placements offered by public
companies. We are able to purchase securities pursuant to exemptions to the
registration requirements of United States Federal securities laws. Changes in
such laws or their interpretation could adversely impact our ability to resell
such securities which would have a negative effect on the value of such
securities as well as impact our overall investment strategy and the liquidity
of our investments. In such an event, we may need to reformulate our investment
strategy or we may choose to liquidate.
Limitations on availability of investment capital may adversely affect other
investments.
We may be reliant on the availability of capital to generate profits under its
investment strategy and such availability will depend, in part, on our ability
to timely liquidate existing positions in order to reinvest the proceeds
thereof. To the extent that we own securities which are not subject to a valid
registration statement or otherwise available for trading under applicable
securities laws, our ability to liquidate our position in such securities may be
limited. We intend to require some of our portfolio companies to use their best
efforts to cause a registration statement covering the resale of the securities
we purchase to be filed and declared effective by the SEC or become otherwise
freely tradeable. However, there can be no guarantee that the SEC or other
regulating body will declare such a registration statement effective or permit
such security to become free of restrictions within such period and, until such
securities become freely tradable, we will likely be unable to freely liquidate
such interests in restricted securities in the manner and at the prices desired.
This resulting lack of liquidity could impair our ability to generate the cash
flow from these positions to timely pay our liabilities or obtain funds for the
purpose of reinvestment. Although we intend to maintain adequate liquidity to
achieve our future investment objectives, there can be no assurance this can be
accomplished in all circumstances.
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Portfolio companies are likely to need additional funding.
We expect that many portfolio companies will require additional financing to
satisfy their working capital requirements. The amount of additional financing
needed will depend upon the maturity and objectives of the particular company.
Each round of venture financing, whether from us or other investors is typically
intended to provide a portfolio company with enough capital to reach the next
major valuation milestone. If the funds provided are not sufficient, a portfolio
company may have to raise additional capital at a price unfavorable to the
existing investors, including us. The availability of capital is generally a
function of capital market conditions that are beyond our control or beyond any
portfolio company's control. We cannot assure you that our management or the
management of portfolio companies will be able to predict accurately the future
capital requirements necessary for success or that additional funds will be
available to portfolio companies from any source. If funding is not available,
some portfolio companies may be forced to cease operations.
BDC investments are generally illiquid.
We anticipate that most of our holdings in portfolio companies will be
securities that are subject to restrictions on resale. Generally, unless the
securities are subsequently registered under the 1933 Act, we will not be able
to sell these securities unless we meet all of the conditions of Rule 144 or
another rule under the 1933 Act that permits limited sales under specified
conditions. When restricted securities are sold to the public, we may be deemed
an underwriter, or possibly a controlling person, with respect thereto for the
purpose of the Securities Act and may be subject to liability as such under the
1933 Act. These restrictions could require us to hold securities or refrain from
sale and be unable to liquidate a position even at a loss.
Even if we meet all of the conditions of the 1933 Act, there may be no market
for the securities that we hold. These limitations on liquidity of a BDC's
investments could prevent a successful sale thereof, result in delay of any
sale, or substantially reduce the amount of proceeds that might otherwise be
realized. It is possible that one or more of the portfolio companies may not
qualify to rely on such exemptions or to use a registration statement. In such
event, we would end up owning "restricted" securities subject to resale under
Rule 144.
14
Lack of diversity of investments by a BDC presents risks associated with
specific industries.
We anticipate that we will not be able to diversify our investments in the early
years of our operation and, as a result, we will not gain the benefit of
diversification which is the balancing of adverse economic conditions over our
holdings in portfolio companies.
There are risks associated with investments in companies with small
capitalization.
The portfolio companies that we expect to invest in are thinly capitalized and
generally will have a market capitalization below $100 million (and frequently
much smaller). These companies generally do not have experience, market
awareness, tracking by analysts, institutional investors and other benefits of
larger companies that result in more marketability and more stability pricing of
their securities. This impacts the liquidity of securities issued by those
portfolio companies. It is expected that the securities of a significant number
of the portfolio companies will be thinly traded. This could present a problem
when we determine to liquidate our position. We may not be able to sell the
securities in the time frame and at the price we would like. Furthermore, in
certain situations, as a result of a security being thinly traded, we could
experience a significant loss in value should we be forced to liquidate our
investment as a result of rapidly changing market conditions or other factors.
There are risks associated with investments in companies with not readily
marketable securities.
We may invest in securities that are initially, or that later become, not
readily marketable. For example, we may acquire restricted securities of an
issuer in a private placement pursuant to an arrangement whereby the issuer
agrees to register the resale of those securities, or, in the case of an
investment in convertible or exchangeable securities, the securities underlying
such securities, within a certain period of time. Such registration requires
compliance with United States Federal and state securities laws and the approval
of the SEC. Unless and until such registration or compliance with applicable
regulation occurs, there is likely to be no market for the restricted
securities. No assurance can be given that issuers will not breach their
obligation to obtain or meet such registration or other compliance obligation.
Similarly, securities that are at one time marketable may become unmarketable
(or more difficult to market) for a number of reasons. For example, securities
traded on a securities exchange or quotation system may become unmarketable if
delisted from such exchange or quotation system for among other reasons, failing
to satisfy the requirements for continued listing, which may include minimum
price requirements. In addition, we may acquire restricted securities, for which
no market exists, which are convertible or exchangeable into common stock of the
issuer. No assurances can be given that a portfolio company which has sold a
convertible security requiring exchange or conversion will not breach its
obligation to convert or exchange such securities upon demand, in which case our
liquidity may be adversely affected. In general, the stability and liquidity of
the securities in which we invest will depend in large part on the
creditworthiness of the issuers. Issuers' creditworthiness will be monitored on
an ongoing basis by us. If there is a default by the issuer, we may have
contractual remedies under the applicable transaction documents. However,
exercising such contractual rights may involve delays in liquidating our
position and the incurrence of additional costs.
15
Portfolio companies in which investments are made may have publicly-traded
securities but those companies or their securities may become subject to
restrictions due to non-compliance. Our ability to generate profits from our
investment activities may be adversely affected by a failure of portfolio
companies to comply with registration, conversion, exchange or other obligations
under the agreements pursuant to which such securities have been sold to us. The
failure of an issuer to register the resale of its securities sold to us may
decrease the amount of available capital with which we may pursue other
investment opportunities or meet current liabilities. We may invest in
securities that are convertible into or exchangeable for common stock of the
issuer, the resale of which by us is (or is to be) registered. If an issuer
refuses, is unable to, or delays in timely honoring its obligation to issue
conversion or exchange securities, our ability to liquidate our position will be
adversely affected, and our profits may be adversely affected.
RISKS OF THE COMPANY AT ITS PRESENT STAGE
We have obtained only limited funding at this time.
Through December 31, 2005, we raised $2,590,212 from sales of our common stock.
We intend to raise more capital through the sales of shares of our common stock.
The offer and sale of the shares will not be registered under the 1933 Act on
the ground that their issuance and sale is exempt from such registration
requirements pursuant to Regulation E of the 1933 Act. Because the first
$5,000,000 raised will be from shares that will be acquired by investors in
transactions involving an exempt private offering pursuant to Regulation E, they
will be unrestricted or free-trading securities and may be freely traded,
transferred, assigned, pledged or otherwise disposed of at the time of issuance.
We cannot assure you that we will be successful in selling the common shares or,
if sold, at what price.
We have identified a limited number of prospective portfolio companies. We have
made small investments in these portfolio companies. Therefore investors will
not have an opportunity to carefully evaluate any of the portfolio companies
that we may eventually invest in and such evaluation will be entirely dependent
upon our management for selecting and negotiating with these portfolio
companies. We cannot assure you that we will locate or successfully negotiate
additional transactions with portfolio companies. We are likely to incur
substantial losses in the first years of operations.
If additional funding is obtained, it is anticipated that most of such funding,
except for operating cash reserves and funds set aside for follow-on investments
in then-existing portfolio companies, will be expended or committed within two
years, which is expected to be prior to us receiving any substantial realized
gains. Our management anticipates that we and a number of the portfolio
companies will sustain substantial losses in the initial years of operation. It
is possible that these losses may never be recovered. We cannot assure you that
we will ever be profitable.
16
We are totally reliant on management.
We will be wholly dependent for the selection, structuring, closing and
monitoring of all of our investments on the diligence and skill of our
management, acting under the supervision of our Board of Directors. None of
these individuals (currently four people) has substantial experience in
acquiring and investing in growth stage companies, the negotiation of the terms
of such investments and the monitoring of such investments after they are made.
In addition, we will engage outside consultants and professionals known to
management to assist in evaluating and monitoring portfolio companies and
maintaining regulatory compliance.
We cannot assure you that we will attain our investment objective.
We have broad discretionary use of the proceeds from any funding that we obtain.
Our management has broad discretion with respect to the specific application of
the net proceeds of any funding that we obtain, although substantially all of
the net proceeds from any offering is intended to be applied for investments in
eligible portfolio companies which satisfy our investment criteria. While our
corporate governance resolutions require the Board of Directors and Investment
Committee to adhere to certain standards, even acting in compliance with those
guidelines, our Board of Directors and Investment Committee have discretion. We
do not permit our Board of Directors and Investment Committee to use proceeds in
a manner inconsistent with the operation of a BDC.
We will be confronted by competition from entities having substantially greater
resources and experience.
Other entities and individuals compete for investments similar to those we
propose to make, many of whom will have greater financial and management
resources than we do. Furthermore, we must comply with provisions of the 1940
Act pertaining to BDCs and, if we qualify as a Registered Investment Company
("RIC"), provisions of the Internal Revenue Code pertaining to RICs might
restrict our flexibility as compared with our competitors. The need to compete
for investment opportunities may make it necessary for us to offer portfolio
companies more attractive transaction terms than otherwise might be the case.
These factors may prevent us from ever becoming profitable.
We are unlikely to qualify for the income tax benefits offered to RICs.
We will be classified as a non-diversified investment company under the 1940
Act. We will not be subject to the diversification requirements applicable to
RICs under the Internal Revenue Code. Therefore, we will not receive favorable
pass through tax treatment on distributions to our shareholders. This means that
we will be taxed as an ordinary corporation on our taxable income even if that
income is distributed to shareholders, and all distributions out of our earnings
and profits will be taxable to shareholders as dividends. Thus, this income will
be subject to a double layer of tax.
17
Distributions to shareholders may never equal the amount invested by the
shareholders.
We cannot assure you that we will make any distributions to shareholders or that
aggregate distributions, if any, will equal or exceed the shareholders'
investment. Sales of portfolio company securities will be the principal source
of distributable cash to shareholders. The directors have absolute discretion in
the timing of distributions to shareholders. Securities we acquire through
equity investments will be held by us and will be sold or distributed at the
sole discretion of the Board of Directors.
We indemnify officers and directors to the maximum extent permitted by Delaware
law.
Our articles of incorporation provide for indemnification of directors,
officers, employees and our agents to the full extent permitted by Delaware law
and the 1940 Act.
There are significant potential conflicts of interest, which could impact our
investment returns
Our executive officer(s) and director(s) serve or may serve as officers and
directors of entities who operate in the same or related line of business as we
do. Accordingly, they may have obligations to investors in those entities, the
fulfillment of which might not be in the best interests of us or our
stockholders. In addition, they may not be available to us if there are time
conflicts involving other entities.
Our common stock has no prior trading market or liquidity, and we cannot assure
you that any trading market will develop.
Prior to the date of this registration statement, there has not been any
established trading market for our common stock. If we reach a point where we
have a sufficient number of shareholders, of which we cannot assure you, we will
attempt to locate a market maker to file an application to quote the shares of
our common stock on the OTCBB or a similar quotation service, although we cannot
assure you as to the timing of that application or the likelihood of it being
accepted. If the application is accepted, we cannot predict the extent to which
investor interest will lead to the development of an active, liquid trading
market. Active trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for the common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. Also, the stock market in general has experienced extreme
price and volume volatility that has affected the market prices of securities of
many companies. At times, this volatility has been unrelated to the operating
performance of particular companies. These broad market and industry
fluctuations may adversely affect the trading price of our common stock,
regardless of our actual operating performance.
18
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for shares of our common stock may
be significantly affected by numerous factors, which may adversely affect our
ability to raise capital through future equity financings. These factors, many
over which we have no control and that may not be directly related to us,
include the following:
o Significant volatility in the market price and trading volume of
securities of closed-end investment companies, business development
companies or other companies in our sector, which are not
necessarily related to the operating performance of these companies;
o Changes in regulatory policies or tax guidelines, particularly with
respect to RICs or BDCs;
o A loss of BDC status;
o Changes in earnings or variations in operating results;
o Changes in the value of our portfolio of investments;
o Any shortfall in revenue or net income or any increase in losses
from levels expected by investors or securities analysts;
o Departure of key personnel;
o Potential legal and regulatory matters;
o Operating performance of companies comparable to us; and
o General economic trends and other external factors.
Sales of substantial amounts of our common stock in the public market may have
an adverse effect on the market price of our common stock.
If a market does develop for our shares of common stock, of which we can make no
assurances, subsequent sales of substantial amounts of our common stock or the
availability of such shares for sale, could adversely affect the prevailing
market price for our common stock. If this occurs and continues, it could impair
our ability to raise additional capital through the sale of equity securities
should we desire to do so. We are authorized to issue up to 200,000,000 shares
of common stock, par value $.0001 per share. Our Board of Directors also has
authority, without action or vote of the shareholders, to issue all or part of
the authorized but unissued shares. Any such issuance will dilute the percentage
ownership of shareholders and may further dilute the book value of our common
stock. These issuances may also serve to enhance existing management's ability
to maintain control of the Company.
Our common stock is subject to the "Penny Stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or option
to acquire any equity security with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require:
19
o That a broker or dealer approve a person's account for transactions
in penny stocks; and
o The broker or dealer receives from the investor a written agreement
to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
o Obtain financial information and investment experience objectives of
the person; and
o Make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:
o Sets forth the basis on which the broker or dealer made the
suitability determination; and
o That the broker or dealer receives a signed, written agreement from
the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
We have limited operating history upon which to base your investment decision.
While we have started operations, we have limited operating history available to
evaluate the likelihood of the success of our business. Our prospects should be
considered in light of the risks, expenses and uncertainties that may be
encountered by development stage companies. Among other things, we must build
our customer base, respond to competitive developments, attract, retain and
motivate qualified employees and establish and maintain our technologies,
products, and services on an ongoing basis. There can be no assurance that we
will be successful in addressing such risks and implementing our business
strategy.
20
As a result of our lack of operating history, and the other risks described
herein, we are unable to accurately forecast our revenues. Our future expense
levels are based predominately on our operating plans and estimates of future
revenues, and to a large extent are fixed. We may be unable to adjust spending
in a timely manner to compensate for revenues that do not materialize.
Accordingly, any significant shortfall in revenues or lack of revenue would
likely have an immediate material adverse effect on our business, operating
results and financial condition.
Our ability to generate revenues will depend upon many factors. We will be
required to build our business by implementing operational systems, hiring
additional employees, developing and implementing a marketing and sales strategy
and implementing our technology applications. Our expenses will initially exceed
our revenues and no assurances can be made that we will become profitable or
provide positive cash flows.
Our management has limited experience with BDC's.
While we believe that our management possesses certain fundamental business
skills that will increase our likelihood to succeed, our management team has
never operated a BDC and must be considered as inexperienced when it comes to
both the day to day operations of an investment company and the management of
investments. We intend to rely on the general skills and business acumen of our
management team as well as engaging other professionals and consultants from
time to time to insure that our management gains the expertise to manage a BDC.
The businesses in which we intend to invest are subject to macro and micro
trends in business, finance, politics, and law.
Our potential portfolio investments are located nationwide. Future unfavorable
economic conditions, including those resulting from further or protracted
economic instability or down turns cannot be estimated at this time due to the
uncertainties associated with such economic conditions, and the extent to which
the sale of portfolio company products will be affected thereby.
The businesses in which we plan to invest are materially affected by
competition.
Our portfolio companies will face competition on a nationwide basis. Competition
for their products will come from companies that may be larger, have more
experienced management and be better financed that our portfolio companies.
We may sustain substantial losses from fraud.
The risk of fraud losses varies with, among other things, general economic
conditions, and the effectiveness of security procedures utilized. However,
although management believes that any loss due to fraud will be immaterial,
there can be no assurance that fraud loss experience will not become material in
amount. It must be noted that BDC's are required to have in place certain
safeguards which may render these risks from fraud to be nominal but these risks
do exist and even requirements such as holding physical certificates of shares
in portfolio companies in a safe do not, in and of themselves, eliminate the
possibility of fraud.
21
Restrictions imposed upon the resale of our capital stock may require you to
hold your common stock for an indefinite period of time.
None of the securities we have issued or will issue in the future, based upon
current plans, will be registered under the Securities Act. The common stock we
have sold is intended to be exempt from registration pursuant to Regulation E,
which permits in conformity therewith, issuance of shares without restriction on
further transfer. While we do not anticipate such an adverse decision or
determination on the part of the Securities and Exchange Commission, you might
be required to hold your common stock, either until our stock is registered
under the Securities Act, or an exemption from the registration requirements of
the Securities Act, and an exemption from the registration requirements of the
blue-sky laws of your state, is available to you. Unless the certificates are
sold pursuant to exemption, they will bear legends restricting subsequent
transfers pursuant to the restrictions listed above as well as additional
restrictions contained in our by-laws. As a result, you may not be able to
liquidate your investment readily.
You will suffer immediate and substantial dilution in the value of your
investment, and it may be further diluted in the future.
The purchasers of our common stock will suffer an immediate and substantial
dilution in the book value of their investment. We may sell additional equity in
the future that may further dilute the value of your investment.
Senior management may be granted the right, and other employees and consultants
may have the right, under certain circumstances, to acquire additional shares of
our common stock. If such a grant of a right occurred at a time where the price
of the stock had fallen relative to the current market value and fell below the
price paid by you, management might be given the right to purchase stock at a
price below your cost. Additionally, reductions in the price of our stock
resulting from the performance of our portfolio or other market conditions might
result in stock being sold to investors, including management, at prices below
the price paid by you. In either of these cases, the value of your investment
would be further diluted.
Your influence in matters requiring shareholder action will be limited.
The officers and directors own less than a majority of the issued and
outstanding shares of our voting securities (20.22% at March 1, 2006). While the
number of shares controlled by the officers and directors is less than a
majority, their position of control is material and significant.
Pursuant to the Company's Articles of Organization, the Company's Board of
Directors has the authority to issue shares of stock without any further vote or
action by the stockholders. The issuance of stock under certain circumstances
could have the effect of delaying or preventing a change in control of the
Company.
22
We will have broad discretion in using the proceeds from sales of our common
stock.
Although we have identified generally the manner in which we expect to utilize
the proceeds from sales of our common stock, we will have broad discretion in
determining the specific uses of the proceeds. You will not have an opportunity
to evaluate the basis for our decisions on the use of the proceeds, and will not
be able to participate in such decisions. As discussed above, the use of
proceeds may not be inconsistent with our goals and objectives of our operation
as a BDC. However, we have not yet signed any contracts with any professionals
or consultants; including those whose help or assistance is contemplated.
Therefore, we can not accurately predict costs associated with such
professionals and consultants. For that reason, the use of proceeds can not be
determined with absolute certainty.
ITEM 2: PROPERTIES
We do not own any real estate or other physical properties materially important
to our operation. Our offices are located at 4500 Cameron Valley Parkway,
Charlotte, North Carolina, where we occupy our office space pursuant to our
administration agreement with First Colony. Our office facilities are suitable
and adequate for our business as it is presently conducted.
ITEM 3: LEGAL PROCEEDINGS
We are not currently subject to any legal proceedings, nor, to our knowledge, is
any legal proceeding threatened against us. From time to time, we may be a party
to certain legal proceedings in the ordinary course of business, including
proceedings relating to the enforcement of our rights under contracts with our
portfolio companies. While the outcome of these legal proceedings cannot be
predicted with certainty, we do not expect that these proceedings will have a
material effect upon our financial condition or results of operations.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter.
23
Part II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the pink sheets under the symbol "CEEH.PK".
The market closing, high and low prices during each quarter since our stock
began trading on July 27, 2005, are as follows:
QUARTER ENDED CLOSING HIGH LOW
September 30, 2005 1.50 1.50 1.50
December 31, 2005 1.30 1.40 1.00
As of March 1, 2006, there were 8,681,711 shares of common stock issued and
outstanding, held by approximately 48 shareholders of record.
Dividends on Common Stock
We have not previously declared a cash dividend on our common stock and we do
not anticipate the payment of dividends in the near future.
24
ITEM 6: SELECTED FINANCIAL DATA
The following table represents our selected financial and other data and has
been derived from our audited financial statements for the years ended December
31, 2005 and 2004. The Company did not have operations in prior years. The
information below should be read in conjunction with Item 7: Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our financial statements and the notes thereto included in Item 8 herein.
Year Ended
December 31,
------------
2005 2004
----------- -----------
Statements of Operations Data:
Income from operations $ 4,798 $ --
Expenses 158,658 18,818
----------- -----------
Net loss from operations (153,860) (18,818)
Net realized and unrealized gains (losses) (18,319) 3,500
----------- -----------
Net decrease in net assets from operations $ (172,179) $ (15,318)
=========== ===========
Net decrease in net assets from operations per share,
basic and diluted $ (.0328) $ (.0049)
Weighted average shares, basic and diluted 5,245,319 3,109,290
Statements of Net Assets Data:
Investments at fair value $ 257,000 $ 128,500
Investments at cost 222,819 125,000
Cash and cash equivalents 2,217,525 500
Total assets 2,537,036 129,000
Total liabilities 7,684 15,698
Net assets $ 2,529,352 $ 113,302
Common stock outstanding at year end 8,606,211 4,000,000
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our financial
statements and the notes thereto included elsewhere in this Form 10-K. The Form
10-K contains forward-looking statements regarding the plans and objectives of
management for future operations. This information may involve known and unknown
risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from future results,
performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend," or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and we cannot assure
you that these projections included in these forward-looking statements will
come to pass. Our actual results could differ materially from those expressed or
implied by the forward-looking statements as a result of various factors.
25
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements. Critical accounting policies are those that are both important to
the presentation of our financial condition and results of operations and
require management's most difficult, complex, or subjective judgments. Our most
critical accounting policy relates to the valuation of our investments.
Pursuant to the requirements of the Investment Company Act of 1940 ("1940 Act"),
our Board of Directors is responsible for determining in good faith the fair
value of our investments for which market quotations are not readily available.
At the current time, two of our investments has a market quotation and one does
not.
We determine fair value to be the amount for which an investment could be
exchanged in an orderly disposition over a reasonable period of time between
willing parties other than in a forced or liquidation sale. Our valuation
process is intended to provide a consistent basis for determining the fair value
of the portfolio. We will record unrealized depreciation on investments when we
believe that an investment has become impaired, including where realization of
an equity security is doubtful. We will record unrealized appreciation if we
believe that the underlying portfolio company has appreciated in value and,
therefore, our equity security has also appreciated in value.
Our equity interest in portfolio companies for which there is no liquid public
market are valued using industry valuation benchmarks, and then the value is
assigned a discount reflecting the illiquid nature of the investment as well as
our minority, non-control position. When an external event such as a purchase
transaction, public offering, or subsequent equity sale occurs, the pricing
indicated by the external event is used to corroborate our valuation. The
determined values are generally discounted to account for restrictions on resale
and minority ownership positions, if applicable.
GENERAL
Our primary investment objective is to increase our net assets by investing in
targeted start-up companies. We seek to sell our investments in private
companies into publicly traded portfolio companies whenever possible, as this
provides us with the potential for added liquidity.
26
In addition to our investment objective, we seek to earn interest on our loans
to portfolio companies and in some cases will have management fee agreements
with the portfolio companies.
Our expenses include salaries and wages, professional fees and general and
administrative costs. General and administrative costs include rent,
depreciation, office, investor and other overhead costs.
FINANCIAL CONDITION
Our total assets were $2,537,036 and our net assets were $2,529,352 at December
31, 2005, as compared to total assets of $129,000 and net assets of $113,302 at
December 31, 2004. The substantial increase in assets and net assets during 2005
is primarily due to our sales of common stock which have raised $2,545,212 as of
December 31, 2005.
Our common shares increased from 4,000,000 at December 31, 2004 to 8,606,211 at
December 31, 2005. The increase consisted of the following:
Balance at December 31, 2004 4,000,000
Shares retired in exchange for investment (2,950,000)
Shares issued in exchange for payment of accounts payable 3,950,000
Shares issued to acquire investment 6,000
Shares issued in exchange for stockholder loan 55,000
Shares issued for cash 2,545,211
Shares issued for stock subscription receivable 1,000,000
----------
Balance at December 31, 2005 8,606,211
==========
Our financial condition is dependent upon a number of factors, primarily the
value of our portfolio companies and the proceeds we receive from any liquidity
events. Of the $2,545,212 we raised from sale of our common stock, $2,237,712
was received in December 2005. Accordingly, these funds were not invested in
portfolio companies at December 31, 2005. The businesses we plan to invest in
will generally be thinly capitalized, unproven, small companies that lack
management depth, are dependent on new, commercially unproven technologies or
business plans and have no or a limited history of operations.
Our investment activity during the past two years is as follows:
Issue common stock to acquire investment in American
Resource Management, Inc. $ 20,000
Issue common stock to acquire investment in
Sanguaro Holdings Corp. 105,000
---------
Balance at cost at December 31, 2004 125,000
Issue common stock to acquire additional investment in
American Resource Management, Inc. 6,000
Acquire investment in Tandy Leather Factory, Inc. for cash 96,819
Cash loan to PPCT Holdings, Inc. 100,000
Receive our common stock in exchange for our investment in
Sanguaro Holdings Corp (105,000)
---------
Balance at cost at December 31, 2005 $ 222,819
=========
27
Following an initial investment in a portfolio company, we may make additional
investments in such portfolio company in order to: (1) increase our ownership
percentage; (2) exercise warrants or options that were acquired in a prior
financing; (3) preserve our proportionate ownership in a subsequent financing;
or (4) attempt to preserve or enhance the value of our investment. Such
additional investments are referred to as "follow-on" investments. There can be
no assurance that we will make follow-on investments or have sufficient funds to
make additional investments. The failure to make such follow-on investments
could jeopardize the viability of the portfolio company and our investment or
could result in a missed opportunity for us to participate to a greater extent
in a portfolio company's successful operations. We attempt to maintain adequate
liquid capital to make follow-on investments in our portfolio companies.
However, there can be no assurance that we will have liquid capital. We may
elect not to make a follow-on investment either because we do not want to
increase our concentration of risk, because we prefer other opportunities, or
because we are inhibited by compliance with BDC requirements, even though the
follow-on investment opportunity appears attractive.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and
prices. We are primarily exposed to equity price risk. The following is a
discussion of our equity price risk.
Equity price risk arises from exposure to securities that represent an ownership
interest in our portfolio companies. The value of our equity securities and our
other investments are based on quoted market prices or our Board of Directors'
good faith determination of their fair value (which may be based, in part, on
quoted market prices). Market prices of common equity securities, in general,
are subject to fluctuations, which could cause the amount to be realized upon
sale or exercise of the instruments to differ significantly from the current
reported value. The fluctuations may result from perceived changes in the
underlying economic characteristics of our portfolio companies, the relative
price of alternative investments, general market conditions and supply and
demand imbalances for a particular security.
28
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANTICLEER HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Registered Public Accounting Firm 30
Report of Independent Auditor 31
Statements of Net Assets at December 31, 2005 and 2004 32
Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003 33
Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003 34
Statements of Changes in Net Assets for the Years Ended December 31, 2005, 2004 and 2003 35
Schedules of Investments at December 31, 2005 and 2004 36
Notes to Financial Statements 37
Financial Highlights for the Years Ended December 31, 2005, 2004 and 2003 46
29
CREASON & ASSOCIATES, P.L.L.C.
7170 S. Braden Ave., Suite 100
Tulsa, Oklahoma 74136
REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM
------------------------------------------------------
To the Board of Directors and Stockholders
Chanticleer Holdings, Inc.:
We have audited the accompanying statements of net assets, including the
schedules of investments, of Chanticleer Holdings, Inc. (the "Company") as of
December 31, 2005 and 2004, and the related statements of operations, changes in
net assets and cash flows for the years ended December 31, 2005 and 2004. These
financial statements and schedules of investments are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedules of investments based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedules of investments referred
to above present fairly, in all material respects, the financial position of
Chanticleer Holdings, Inc. as of December 31, 2005 and 2004, and the results of
its operations, cash flows and changes in net assets for the years ended
December 31, 2005 and 2004, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Creason & Associates, P.L.L.C.
Tulsa, Oklahoma
March 20, 2006
30
GUEST & COMPANY, P.C.
7170 S. Braden Ave., Suite 100
Tulsa, Oklahoma 74136
Independent Auditor's Report
----------------------------
The Board of Directors and Stockholder
Tulvine Systems, Inc.:
We have audited the accompanying balance sheet of Tulvine Systems, Inc. (a
development stage company) as of December 31, 2003 and the related statements of
operations, changes in stockholder's equity and cash flows for the years ended
December 31, 2003 and 2002 and the period from inception (October 21, 1999) to
December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tulvine Systems, Inc. (a
development stage company) as of December 31, 2003, and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
the period from inception (October 21, 1999) to December 31, 2003 in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. However, as discussed in note 1A, the Company
has been in the development stage since its inception (October 21, 1999) and has
not commenced any formal business operations. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
/s/ Guest & Company, P.C.
April 13, 2004
Tulsa, Oklahoma
31
Chanticleer Holdings, Inc.
Statements of Net Assets
As of December 31, 2005 and 2004
2005 2004
----------- -----------
ASSETS
Investments in non-controlled affiliates (cost $222,819 and
$125,000) at December 31, 2005 and 2004, respectively $ 257,000 $ 128,500
Cash and cash equivalents 2,217,525 500
Prepaid expenses and other assets 27,446
Fixed assets, net 35,065 --
----------- -----------
TOTAL ASSETS 2,537,036 129,000
----------- -----------
LIABILITIES
Accounts payable 7,684 15,698
----------- -----------
TOTAL LIABILITIES 7,684 15,698
----------- -----------
NET ASSETS $ 2,529,352 $ 113,302
=========== ===========
Commitments and contingencies
COMPOSITION OF NET ASSETS
Common stock, $.0001 par value. Authorized 200,000,000 shares;
issued and outstanding 8,606,211shares and 4,000,000 shares at
December 31, 2005 and 2004, respectively $ 861 $ 400
Additional paid in capital 3,716,489 128,720
Stock subscription receivable (1,000,000) --
Accumulated deficit:
Accumulated net operating loss (173,179) (19,318)
Net realized loss on investments (49,000) --
Net unrealized appreciation of investments 34,181 3,500
----------- -----------
NET ASSETS $ 2,529,352 $ 113,302
=========== ===========
NET ASSET VALUE PER SHARE $ 0.2939 $ 0.0283
=========== ===========
See accompanying notes to financial statements.
32
Chanticleer Holdings, Inc.
Statements of Operations
For the Years Ended December 31, 2005, 2004 and 2003
2005 2004 2003
----------- ----------- -----------
Income from operations:
Interest income $ 4,798 $ -- $ --
----------- ----------- -----------
4,798 -- --
Expenses:
Salaries and wages 72,842 -- --
Professional fees 34,858 17,920 --
Interest expense 810 898 --
Selling, general and administrative expense 50,148 -- --
----------- ----------- -----------
158,658 18,818 --
----------- ----------- -----------
Loss before income taxes (153,860) (18,818) --
Income taxes -- -- --
----------- ----------- -----------
Net loss from operations (153,860) (18,818) --
----------- ----------- -----------
Net realized and unrealized losses in non-controlled
affiliate investments:
Net realized loss on investment, net of income tax benefit
of $0 (49,000) -- --
Change in unrealized appreciation of
investments, net of deferred tax expense of $0
in 2005, 2004 and 2003, respectively 30,681 3,500 --
----------- ----------- -----------
Net decrease in net assets from operations $ (172,179) $ (15,318) $ --
=========== =========== ===========
Net decrease in net assets from operations per share,
basic and diluted $ (0.0328) $ (0.0049) $ --
=========== =========== ===========
Weighted average shares outstanding 5,245,319 3,109,290 1,000,000
=========== =========== ===========
See accompanying notes to financial statements.
33
Chanticleer Holdings, Inc.
Statements of Cash Flows
For the Years Ended December 31, 2005, 2004 and 2003
2005 2004 2003
----------- ----------- -----------
Cash flows from operating activities:
Net decrease in net assets from operations $ (172,179) $ (15,318) $ --
Adjustments to reconcile net decrease in net assets
from operations to net cash used in operating
activities:
Change in unrealized appreciation of investments (30,681) (3,500) --
Depreciation 1,394 -- --
Loss on sale of investments 49,000 -- --
Increase in other assets (27,446) -- --
Increase in accounts payable 40,003 15,698 --
----------- ----------- -----------
Net cash used in operating activities (139,909) (3,120) --
----------- ----------- -----------
Cash flows from investing activities:
Purchase of investments (196,819) -- --
Purchase of fixed assets (36,459) -- --
----------- ----------- -----------
Net cash used by investing activities (233,278) -- --
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock 2,535,212 -- --
Loan from shareholder 55,000 -- --
Contribution by shareholder -- 3,120 --
----------- ----------- -----------
Net cash provided by financing activities 2,590,212 3,120 --
----------- ----------- -----------
Net increase in cash and cash equivalents 2,217,025 -- --
Cash and cash equivalents, beginning of year 500 500 500
----------- ----------- -----------
Cash and cash equivalents, end of year $ 2,217,525 $ 500 $ 500
=========== =========== ===========
Supplemental cash flow information:
Cash paid for interest and income taxes:
Interest $ 810 $ 898 $ --
Income taxes -- -- --
Non-cash investing and financing activities:
Exchange of investment for common stock which was
retired 56,000 -- --
Issued common stock in exchange for:
Assumption of accounts payable 48,017 -- --
Acquisition of investments 6,000 125,000 --
Repayment of loan from shareholder 55,000 -- --
Stock subscription receivable 1,000,000 -- --
See accompanying notes to financial statements.
34
Chanticleer Holdings, Inc.
Statements of Changes in Net Assets
For the Years Ended December 31, 2005, 2004 and 2003
2005 2004 2003
----------- ----------- -----------
Changes in net assets from operations:
Net loss from operations $ (153,860) $ (18,818) $ --
Net realized loss on sale of investments, net (49,000) -- --
Change in net unrealized appreciation
of investments, net 30,681 3,500 --
----------- ----------- -----------
Net decrease in net assets from operations (172,179) (15,318) --
----------- ----------- -----------
Capital stock transactions
Common stock issued for cash 2,535,212 -- --
Common stock issued for loan from stockholder 55,000 -- --
Common stock issued for accounts payable 48,017 -- --
Common stock issued in acquisition of investments 6,000 125,000 --
Cash contributed by stockholder -- 3,120 --
Common stock retired in disposition of investment (56,000) -- --
----------- ----------- -----------
Net increase in net assets from stock transactions 2,588,229 128,120 --
----------- ----------- -----------
Net increase in net assets 2,416,050 112,802 --
Net assets at beginning of year 113,302 500 500
----------- ----------- -----------
Net assets at end of year $ 2,529,352 $ 113,302 $ 500
=========== =========== ===========
See accompanying notes to financial statements.
35
Chanticleer Holdings, Inc.
Schedules of Investments
As of December 31, 2005 and 2004
Date of Original Fair Percent
Shares Acquisition Cost Value Net Assets
As of December 31, 2005
500,000 Jun-04 American Resource Management, Inc. (Pink Sheets: $ 26,000 $ 20,000 0.79%
Jul-05 ARMM); energy resource-based holding company
20,000 Sep-05 Tandy Leather Factory, Inc. (AMEX:TLF); specialty 96,819 137,000 5.42%
Oct-05 retailer and wholesale distributor of leather products,
tools and leather finishes and kits
Loan Sep-05 PPCT Holdings, Inc. (Privately held); 100,000 100,000 3.95%
Oct-05 manufacturer and distributor of security products
and training manuals
----------- ----------- -------
Total investments at December 31, 2005 $ 222,819 257,000 10.16%
===========
Cash and other assets, less liabilities 2,272,352
-----------
Net assets at December 31, 2005 $ 2,529,352
===========
As of December 31, 2004
200,000 Jun-04 American Resource Management, Inc. (Pink Sheets: $ 20,000 $ 6,000 5.30%
ARMM); energy resource-based holding company
35,000 Jun-04 Sanguaro Holdings Corp. (Pink Sheets:SGUJ); 105,000 122,500 108.12%
energy company developing sour gas treatment
process
----------- ----------- -------
Total investments at December 31, 2004 $ 125,000 128,500 113.41%
===========
Cash and other assets, less liabilities (15,198)
-----------
Net assets at December 31, 2004 $ 113,302
===========
See accompanying notes to financial statements.
36
Chanticleer Holdings, Inc.
Notes to Financial Statements
1. NATURE OF BUSINESS
a. ORGANIZATION
Chanticleer Holdings, Inc. (the "Company" and formerly Tulvine
Systems, Inc.) was organized October 21, 1999, under the laws of the
State of Delaware. The Company previously had limited operations and
in accordance with Statement of Financial Accounting Standards
("SFAS") No. 7, "Accounting and Reporting by Development Stage
Enterprises" was considered a development stage company until July
2005. The Company was formed to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. On
April 25, 2005, the Company formed a wholly owned subsidiary,
Chanticleer Holdings, Inc. On May 2, 2005, Tulvine Systems, Inc.
merged with and changed its name to Chanticleer Holdings, Inc.
b. INVESTMENT COMPANY
On May 23, 2005, the Company filed a notification on Form N54a with
the U.S. Securities and Exchange Commission, (the "SEC") indicating
its election to be regulated as a business development company under
the Investment Company Act of 1940 (the "1940 Act"). In connection
with this election, the Company has adopted corporate resolutions
and intends to operate as a closed-end management investment company
as a business development company (a "BDC"). Under this recent
election, the Company has been organized to provide investors with
an opportunity to participate, with a modest amount in venture
capital, in investments that are generally not available to the
public and that typically require substantially larger financial
commitments. In addition, the Company will provide professional
management and administration that might otherwise be unavailable to
investors if they were to engage directly in venture capital
investing. The Company has decided to be regulated as a business
development company under the 1940 Act, and will operate as a
non-diversified company as that term is defined in Section 5(b)(2)
of the 1940 Act. The Company will at all times conduct its business
so as to retain its status as a BDC. The Company may not change the
nature of its business so as to cease to be, or withdraw its
election as, a BDC without the approval of the holders of a majority
of its outstanding voting stock as defined under the 1940 Act.
As a BDC, the Company is required to invest at least 70% of its
total assets in qualifying assets, which generally, are securities
of private companies or securities of public companies whose
securities are not eligible for purchase on margin (which includes
many companies with thinly traded securities that are quoted in the
pink sheets or the NASD Electronic Quotation Service.) The Company
must also offer to provide significant managerial assistance to
these portfolio companies. Qualifying assets may also include:
37
o Cash;
o Cash equivalents;
o U.S. Government securities; or
o High-quality debt investments maturing in one year or
less from the date of investment.
An eligible portfolio company generally is a United States company
that is not an investment company and that:
o Does not have a class of securities registered on an
exchange or included in the Federal Reserve Board's
over-the-counter margin list;
o Is actively controlled by a BDC and has an affiliate of
a BDC on its board of directors; or
o Meets such other criteria as may be established by the
SEC.
The Company may invest a portion of the remaining 30% of its total
assets in debt and/or equity securities of companies that may be
larger or more stabilized than target portfolio companies.
BDC's are required to implement certain accounting provisions that
are different from those to which other reporting companies are
required to comply. These requirements may result in presentation of
financial information in a manner that is more or less favorable
than the manner permitted by other reporting companies. In
connection with the implementation of accounting changes to comply
with the required reporting of financial information, we must also
comply with SFAS No. 154, "Accounting Changes and Error Corrections"
("SFAS 154").
The Company has prepared its financial statements as if it had been
a BDC from inception.
BDC's, as governed under the 1940 Act may not avail themselves of
any of the provisions of Regulation S-B, including any of the
streamlined reporting permitted thereunder.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Significant
estimates include the valuation of the investments in portfolio companies
and deferred tax asset valuation allowances. Actual results could differ
from those estimates.
38
INVESTMENTS IN NON CONTROLLED AFFILIATES
Pursuant to the requirements of the 1940 Act, the Board of Directors of
the Company is responsible for determining, in good faith, the fair value
of securities and assets for which market quotations are not readily
available. In making its determination, the Board of Directors will
consider valuation appraisals provided by an independent valuation service
provider, when considered necessary. Equity securities in public companies
that carry certain restrictions on resale are generally valued at a
discount from the market value of the securities as quoted on a national
securities exchange or by a national securities association.
The Board of Directors bases its determination upon, among other things,
applicable quantitative and qualitative factors. These factors may
include, but are not limited to, type of securities, nature of business,
marketability, market price of unrestricted securities of the same issue
(if any), comparative valuation of securities of publicly-traded companies
in the same or similar industries, current financial conditions and
operating results, sales and earnings growth, operating revenues,
competitive conditions and current and prospective conditions in the
overall stock market.
Without a readily available market value, the value of the portfolio of
equity securities may differ significantly from the values that would be
placed on the portfolio if a ready market existed for such equity
securities. Both equity securities owned by the Company at December 31,
2005, and 2004, were listed securities, although they had limited trading
volume. In addition, in 2005, the Company made a loan in the amount of
$100,000 to a company in which it expects to make an equity investment.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
REVENUE RECOGNITION
The Company's only source of revenue to date is interest income earned
from cash investments. In the future, the Company expects to earn revenue
for management and other technical services provided to its portfolio
investment companies. Payment for these services may be in the form of
unregistered shares of common stock of the portfolio company, which will
be recorded based on the fair value determination of our Board of
Directors.
39
FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments
when it is practicable to estimate that value. The carrying amounts of the
Company's cash and accounts payable approximate their estimated fair value
due to the short-term maturities of these financial instruments and
because related interest rates offered to the Company approximate current
rates.
FIXED ASSETS
Fixed assets are stated at cost, less accumulated depreciation.
Depreciation is recorded using the straight-line method over the estimated
useful lives of the respective assets (generally five and seven years).
The carrying amount of all long-lived assets is evaluated periodically to
determine if adjustment to the depreciation and amortization period or the
unamortized balance is warranted. Based upon its most recent analysis, the
Company believes that no impairment of property and equipment exists at
December 31, 2005. Maintenance and repairs are charged to operations when
incurred. Betterments and renewals are capitalized. When property, plant
and equipment are sold or otherwise disposed of, the asset account and
related accumulated depreciation account are relieved, and any gain or
loss is included in operations.
INCOME TAXES
The Company accounts for income taxes under SFAS 109, "Accounting for
Income Taxes." Under the asset and liability method of SFAS 109, deferred
income taxes are provided on the liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment. Due to its limited operations,
the Company has provided a valuation allowance for the full amount of the
deferred tax assets.
STOCK-BASED COMPENSATION
Until December 31, 2005, the Company accounted for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" and complies with the disclosure provisions of SFAS No.123,
"Accounting for Stock-Based Compensation." Under APB No. 25, employee
compensation cost is recognized over the vesting period based on the
excess, if any, on the date of grant of the fair value of the Company's
shares over the employee's exercise price. When the exercise price of the
employee share options is less than the fair value price of the underlying
shares on the grant date, deferred stock compensation is recognized and
amortized to expense in accordance with Financial Accounting Standards
Board ("FASB") Interpretation No. 44 over the vesting period of the
individual options. Accordingly, if the exercise price of the Company's
employee options equals or exceeds the market price of the underlying
shares on the date of grant, no compensation expense is recognized.
Options or shares awards issued to non-employees are valued using the fair
value method and expensed over the period services are provided.
40
In December 2004, the FASB issued SFAS 123-R, "Share-Based Payment," which
requires that the compensation cost relating to share-based payment
transactions (including the cost of all employee stock options) be
recognized in the financial statements. That cost will be measured based
on the estimated fair value of the equity or liability instruments issued.
SFAS 123-R covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards,
share appreciation rights, and employee share purchase plans. SFAS 123-R
replaces SFAS 123, "Accounting for Stock-Based Compensation," and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees."
As originally issued, SFAS 123 established as preferable a
fair-value-based method of accounting for share-based payment transactions
with employees. However, that pronouncement permitted entities to continue
applying the intrinsic-value model of APB Opinion 25, provided that the
financial statements disclosed the pro forma net income or loss based on
the preferable fair-value method. This statement is effective as of the
first reporting period that begins after December 15, 2005. Accordingly,
the Company will adopt SFAS 123-R in the 1st quarter of 2006. Thus, the
Company's financial statements will reflect an expense for (a) all
share-based compensation arrangements granted on or after January 1, 2006
and for any such arrangements that are modified, cancelled, or repurchased
after that date, and (b) the portion of previous share-based awards for
which the requisite service has not been rendered as of that date, based
on the grant-date estimated fair value. The Company may have stock-based
payment transactions in the future which would require accounting as
discussed above.
As of December 31, 2005 and 2004, there were no options outstanding.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are determined by dividing the net
earnings (loss) by the weighted average shares of common stock outstanding
during the period. Diluted earnings (loss) per share are determined by
dividing the net earnings (loss) by the weighted average shares of common
stock outstanding plus the dilutive effects of stock options, warrants and
other convertible securities. There were no common stock equivalents
outstanding during the years ended December 31, 2005, 2004 and 2003.
Accordingly, basic and fully-diluted loss per share is the same for all
periods.
CONCENTRATION OF CREDIT RISK
Cash is maintained at financial institutions. The Federal Deposit
Insurance Corporation ("FDIC") insures accounts at each institution for up
to $100,000. At times, cash balances may exceed the FDIC insurance limit
of $100,000.
41
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC did not or are not
believed by management to have a material impact on the Company's present
or future financial statements.
3. INVESTMENTS
VALUATION OF INVESTMENTS
As required by the SEC's Accounting Series Release ("ASR") 118, the investment
committee of the Company is required to assign a fair value to all investments.
To comply with Section 2(a) (41) and Rule 2a-4 under the Investment Company Act
of 1940 (the "1940 Act"), it is incumbent upon the Board of Directors to satisfy
themselves that all appropriate factors relevant to the value of securities for
which market quotations are not readily available have been considered and to
determine the method of arriving at the fair value of each such security. To the
extent considered necessary, the Board of Directors may appoint persons to
assist them in the determination of such value and to make the actual
calculations pursuant to the Board of Directors' direction. The Board of
Directors must also, consistent with this responsibility, continuously review
the appropriateness of the method used in valuing each issue of security in the
Company's portfolio. The Directors must recognize their responsibilities in this
matter and whenever technical assistance is requested from individuals who are
not Directors, the findings of such individuals must be carefully reviewed by
the Directors in order to satisfy themselves that the resulting valuations are
fair.
No single standard for determining "fair value in good faith" can be
established, since fair value depends upon the circumstances of each individual
case. As a general principle, the current "fair value" of an issue of securities
being valued by the Board of Directors would appear to be the amount that the
owner might reasonably expect to receive for them upon their current sale.
Methods that use this principle may, for example, be based on a multiple of
earnings, or a discount from market of a similar freely traded security, or
yield to maturity with respect to debt issues, or a combination of these and
other methods. Some of the general factors that the Board of Directors should
consider in determining a valuation method for an individual issue of securities
include: 1) the fundamental analytical data relating to the investment, 2) the
nature and duration of restrictions on disposition of the securities, and 3) an
evaluation of the forces which influence the market in which these securities
are purchased and sold. Among the more specific factors which are to be
considered are: type of security, financial statements, cost at date of
purchase, size of holding, discount from market value of unrestricted securities
of the same class at time of purchase, special reports prepared by analysts,
information as to any transactions or offers with respect to the security,
existence of merger proposals or tender offers affecting the securities, price
and extent of public trading in similar securities of the issuer or comparable
companies and other relevant matters.
The Board of Directors has arrived at the following valuation method for its
investments. Where there is not a readily available source for determining the
market value of any investment, either because the investment is not publicly
traded or is thinly traded and in absence of a recent appraisal, the value of
the investment shall be based on the following criteria:
42
o Total amount of the Company's actual investment. This amount shall
include all loans, purchase price of securities and fair value of
securities given at the time of exchange.
o Total revenues for the preceding twelve months.
o Earnings before interest, taxes and depreciation.
o Estimate of likely sale price of investment.
o Net assets of investment.
o Likelihood of investment generating positive returns (going
concern).
The estimated value of each investment shall be determined as follows:
- Where no or limited revenues or earnings are present, then the value
shall be the greater of the investments: a) net assets, b) estimated
sales price, or c) total amount of actual investment.
- Where revenues and/or earnings are present, then the value shall be
the greater of one-times (1x) revenues or three-times (3x) earnings,
plus the greater of the net assets of the investment or the total
amount of the actual investment.
- Under both scenarios, the value of the investment shall be adjusted
down if there is a reasonable expectation that the Company will not
be able to recoup the investment or if there is reasonable doubt
about the investment's ability to continue as a going concern.
Utilizing the foregoing method, the Company has valued its investments as
follows:
American Resource Management, Inc. (Pink Sheets:ARMM) is an energy
resource-based holding company in which the Company currently owns 500,000
shares (less than 1% of the total outstanding shares) with a cost of
$26,000. Based on the closing price on December 31, 2005, the Company has
valued its investment at $20,000.
Tandy Leather Factory, Inc. (AMEX:TLF) is a specialty retailer and
wholesale distributor of leather products, tools and leather finishes and
kits in which the Company currently owns 20,000 shares (less than 1% of
the total outstanding shares) with a cost of $96,819. Based on the closing
price on December 31, 2005, the Company has valued its investment at
$137,000.
PPCT Holdings, Inc. ("PPCT") and wholly owned subsidiary Special Projects
Technologies, Inc. ("SPT") manufactures and distributes technology
designed for criminal justice, homeland security, DOD, and intelligence
sectors. SPT's current product focus includes flashlights, duty gear,
handcuffs, tactical knives, batons, training equipment, ballistic/body
armor, virtual shooting systems and optic devices for weapons. As of
December 31, 2005, the Company has loaned PPCT $100,000 in the form of an
unsecured promissory note. The acquisition of SPT by PPCT was rescinded
and SPT assumed the obligation to the Company. SPT was subsequently
acquired by Special Projects Group, LTD in March 2006 (Pink Sheets:SPLJ).
The Company expects to convert their loan to equity before April 30, 2006.
The Company has valued their investment at its cost of $100,000.
43
4. INCOME TAXES
During the years ended December 31, 2005, 2004 and 2003, the provision for
income taxes (all deferred) differs from the amounts computed by applying the
U.S. Federal income tax rate of 34% to income before provision for income taxes
as a result of the following:
2005 2004 2003
Computed "expected" income tax benefit $(58,500) $ (5,200) $ --
State income taxes, net of federal benefit (6,900) (600) --
Other 200 -- --
Valuation allowance 65,200 5,800 --
-------- -------- --------
Income tax benefit $ -- $ -- $ --
======== ======== ========
Significant components of deferred income tax assets are as follows:
2005 2004 2003
Net operating loss carryforwards $ 84,000 $ 7,100 $ --
Investments (13,000) (1,300) --
-------- -------- -------
Total deferred tax assets 71,000 5,800 --
Valuation allowance (71,000) (5,800) --
-------- -------- -------
Net deferred tax assets $ -- $ -- $ --
======== ======== =======
The Company has a net operating loss carryforward of approximately $221,000,
which will expire at various dates beginning in 2024 through 2025, if not
utilized.
5. STOCKHOLDERS' EQUITY
The Company has 200,000,000 shares of its $0.0001 par value common stock
authorized and 8,606,211 shares issued and outstanding at December 31, 2005.
There are no warrants or options outstanding.
On April 10, 2005, the Company's sole shareholder at the time, Interim Capital
Corporation, returned 2,950,000 shares of the Company's common stock to us in
exchange for our investment in Sanguaro Holdings Corp. At the time of the
exchange the Company had an unrealized loss of $49,000 on its investment in
Sanguaro Holding Corp. Accordingly, the unrealized loss of $49,000 was
reclassified as a realized loss. Simultaneously, nine individuals assumed
certain of the Company's liabilities in the amount of $48,017 in exchange for
3,950,000 shares of the Company's common stock.
44
On May 2, 2005, the Company increased its authorized common stock from
100,000,000 shares to 200,000,000 shares.
During the year ended December 31, 2005, the Company sold 2,545,211 shares of
its common stock, pursuant to its Offering Circular under Regulation E
promulgated under the Securities Act of 1933. Proceeds were $2,545,212, less
$10,000 in legal costs associated with the offering. In addition, the Company
issued 55,000 shares of its common stock to a shareholder in exchange for
$55,000 in loans made by the shareholder to the Company.
In July 2005, the Company exchanged 6,000 shares of its common stock for 300,000
additional shares of American Resource Management, Inc. In October 2005, the
Company exchanged 1,000,000 shares of its common stock for a stock subscription
receivable in the amount of $1,000,000.
6. RELATED PARTY TRANSACTIONS
On April 10, 2005, the Company's sole shareholder at the time, Interim Capital
Corporation, returned 2,950,000 shares of the Company's common stock to us in
exchange for our investment in Sanguaro Holdings Corp. At the time of the
exchange the Company had an unrealized loss of $49,000 on its investment in
Sanguaro Holding Corp. Accordingly, the unrealized loss of $49,000 was
reclassified as a realized loss.
Simultaneously, nine individuals assumed certain of the Company's liabilities in
the amount of $48,017 in exchange for 3,950,000 shares of the Company's common
stock. The Company's chief executive officer received 1,625,000 of these shares
and the other three members of the Board of Directors received 25,000 shares
each.
7. COMMITMENTS AND CONTINGENCIES
The Company has a lease for its office with monthly payments of $2,562 through
September 30, 2006, which is adequate for its current needs.
45
Chanticleer Holdings, Inc.
Financial Highlights
For the Years Ended December 31, 2005, 2004 and 2003
2005 2004 2003
----------- ---------- -------
PER SHARE INFORMATION
Net asset value, beginning of year $ 0.0283 $ 0.0005 $0.0005
Net decrease from operations (0.0293) (0.0061) --
Net change in realized losses and unrealized
appreciation (depreciation) of investments, net (0.0035) 0.0011 --
Net increase from stock transactions 0.2984 0.0328 --
----------- ---------- -------
Net asset value, end of year $ 0.2939 $ 0.0283 $0.0005
=========== ========== =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year 2,529,352 113,302 500
Average net assets 358,949 64,112 500
Ratio of expenses to average net assets 44% 29% 0%
Ratio of net decrease in net assets from
operations to average net assets 48% 24% 0%
46
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A: CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
The Company's board of directors and management, including the Chief Executive
Officer ("CEO"), who also serves as the Company's principal accounting officer,
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Rule 13(a)-15(e) and
15(d)-15(e) of the Exchange Act. Based upon that evaluation, the Company's board
of directors and management, including the CEO, concluded that, as of December
31, 2005, the Company's disclosure controls and procedures were effective in
alerting management on a timely basis to material Company information that would
be required to be included in our periodic filings with the SEC.
Based on his most recent evaluation as of the Evaluation Date, December 31,
2005, the CEO has also concluded that the other controls and procedures, that
are designed to ensure that information required to be disclosed in our periodic
filings with the SEC, are adequate.
Changes in Internal Control
There were no significant changes made in the Company's internal controls over
financial reporting, during the three months ended December 31, 2005, that have
materially affected, or are reasonably likely to materially affect, these
internal controls. Thus, no corrective actions, with regard to significant
deficiencies or material weaknesses, were necessary.
ITEM 9B: OTHER INFORMATION
Not applicable.
47
Part III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following section sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees;
together with the year such positions were assumed. There is no immediate family
relationship between or among any of the Directors, Executive Officers or
Significant Employees, and the Company is not aware of any arrangement or
understanding between any Director or Executive Officer and any other person
pursuant to which he was elected to his current position. Each Executive Officer
will serve until he or she resigns or is removed or otherwise disqualified to
serve, or until his or her successor is elected and qualified.
Each Director will serve until he or she resigns or is removed or otherwise
disqualified to serve or until his or her successor is elected. The Company
currently has one Director. The Board of Directors does not expect to appoint
additional Directors until a potential acquisition is identified.
NAME AGE POSITION
Michael D. Pruitt 45 President, CEO and Director since June 2005
Michael Carroll 57 Independent Director since June 2005
William Block 67 Independent Director since June 2005
Brian Corbman 30 Independent Director since August 2005
Michael D. Pruitt
Michael Pruitt, a long-time entrepreneur with a proven track record, possesses
the expertise to evaluate potential investments, form key relationships and
recognize a strong management team. Mr. Pruitt founded Avenel Financial Group, a
boutique financial services firm concentrating on emerging technology company
investments. The business succeeded immediately, and in order to grow Avenel
Financial Group to its full potential and better represent the company's ongoing
business model, he formed Avenel Ventures, an innovative technology investment
and business development company. In the late 1980s, Mr. Pruitt owned Southern
Cartridge, Inc., which he eventually sold to MicroMagnetic, Inc., where he
continued working as Executive Vice President and a Board member until Southern
Cartridge was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr. Pruitt
worked in a trucking firm where he was instrumental in increasing revenues from
$6 million to $30 million. The firm was sold in 1996 to Priority Freight
Systems. Between 1997 and 2000, Mr. Pruitt assisted several public and private
companies in raising capital, recruiting management and preparing companies to
go public or be sold. He was the CEO, President and Chairman of the Board of OTV
(formerly RCG Companies), a publicly traded holding company listed on the AMEX.
Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University
in Conway, South Carolina, where he sits on the Board of Visitors of the Wall
School of Business. He is also Managing Director of Cain Capital Advisors.
48
Michael Carroll
Michael Carroll currently owns and operates a sales and training consulting firm
based in Richmond, Virginia. Mr. Carroll has also served as a director for
OneTravel Holdings, Inc., formerly RCG Companies Incorporated, since January of
2004. Mr. Carroll previously spent 22 years in the distribution business, 19 of
which were in computer products distribution. From 1997 to 1999, he was a
division president at Corporate Express, a publicly traded business-to-business
office products and service provider. In 1978, Mr. Carroll founded
MicroMagnetic, Inc., a computer supply distribution company that he sold to
Corporate Express in 1997. Mr. Carroll holds a Bachelor's Degree in Business
Management from The College of William & Mary in Williamsburg, Virginia, and a
Master's Degree in Business Administration from Virginia Commonwealth
University.
William Block
William Block has been active in small cap investing for over thirty years, both
on the buy-side and on the sell-side. Mr. Block is well known for discovering
small companies that have become future leaders, such as McDonalds, H&R Block,
Tandy, and Hospital Corporation of America (now Columbia HCA). Mr. Block founded
W.A.B. Capital, an investment research boutique that specializes in providing
equity, research and investment advisory to financial institutions. Mr. Block's
niche is identifying rapidly growing, yet undervalued publicly traded companies.
Mr. Block and W.A.B. Capital have been featured or quoted in publications such
as the Wall Street Journal, Buyside Magazine, the Wall Street Transcript and
Business Week. Mr. Block serves as head of our Investment Committee.
Brian Corbman
Brian Corbman is the managing director of Ardent Advisors, a consulting company
he co-founded in 2003, that specializes in business strategy and corporate
advisory services for emerging growth companies. Mr. Corbman is in the process
of becoming an Office of Supervisory Jurisdiction under the Westor Capital
broker dealer umbrella and services buy-side institutional investors via equity
research, institutional trading execution, and investment banking activities.
Previously, he was an institutional salesman at Fulcrum Global Partners and Banc
of America Securities. Prior to that, Mr. Corbman gained valuable corporate
experience working for GSI Commerce, a publicly traded company where he was the
sole corporate development analyst. A Magna cum Laude graduate of George
Washington University in Washington, DC, he holds a Bachelor's degree in
Business Administration. Mr. Corbman has also attained the NASD general
securities principal Series 24, Series 7 and Series 63 licenses.
AUDIT COMMITTEE
The Board of Directors has determined that Michael Carroll meets the
requirements of a financial expert and serves as Chairman of the Audit
Committee. Mr. Carroll is independent as specified in Item 7 (d)(3)(iv) of
Schedule 14A under the Exchange Act.
49
We have a separately designated standing audit committee established in
accordance with Section 3 (a)(58)(A) of the Exchange Act, which is currently
made up of Mr. Carroll and Mr. Corbman.
The primary responsibility of the Audit Committee is to oversee our financial
reporting process on behalf of the Board of Directors and report the result of
their activities to the Board. Such responsibilities shall include, but shall
not be limited to, the selection and, if necessary, the replacement of our
independent auditors and review and discussion with such independent auditors of
(i) the overall scope and plans for the audit, (ii) the adequacy and
effectiveness of the accounting and financial controls, including our system to
monitor and manage business risks, and legal and ethical programs, and (iii) the
results of the annual audit, including the financial statements to be included
in our annual report on Form 10-K.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers, directors and persons who own more than ten percent of our
common stock to file initial reports of ownership and changes in ownership with
the SEC. Additionally, SEC regulations require that we identify any individuals
for whom one of the referenced reports was not filed on a timely basis during
the most recent fiscal year or prior fiscal years. To our knowledge, based
solely on a review of reports furnished to us, each of the Directors was late
filing their Form 3 when they became a Director and each of the Directors did
not timely file their required Form 5 for fiscal 2005.
CODE OF ETHICS
The Board of Directors of the Company adopted a Code of Ethics which was
effective May 23, 2005.
The Code of Ethics in general prohibits any officer, director or advisory person
(collectively, "Access Person") of the Company from acquiring any interest in
any security which we (i) are considering a purchase or sale thereof, (ii) are
being purchased or sold by us, or (iii) are being sold short by us. The Access
Person is required to advise us in writing of his or her acquisition or sale of
any such security.
INVESTMENT COMMITTEE
The Board of Directors of the Company adopted an Investment Committee Charter
which was effective May 23, 2005.
The Investment Committee shall have oversight responsibility with respect to
reviewing and overseeing our contemplated investments and portfolio companies
and investments on behalf of the Board and shall report the results of their
activities to the Board. Such Investment Committee shall (i) have the ultimate
authority for and responsibility to evaluate and recommend investments, and (ii)
review and discuss with management (a) the performance of portfolio companies,
(b) the diversity and risk of our investment portfolio, and, where appropriate,
make recommendations respecting the role or addition of portfolio investments
and (c) all solicited and unsolicited offers to purchase portfolio companies.
50
ITEM 11: EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors deliberates executive
compensation matters to the extent they are not delegated to the Chief Executive
Officer.
SUMMARY COMPENSATION TABLE
The following table shows the compensation of the Company's Chief Executive
Officer and each executive officer whose total cash compensation exceeded
$100,000 for the three years ended December 31, 2005.
ANNUAL COMPENSATION
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ------------
Michael D. Pruitt (CEO since 2005 $ -- $ -- $ --
June 2005) (1) 2004 N/A N/A N/A
2003 N/A N/A N/A
Ross Silvey (CEO until 2005 $ -- -- --
June 2005) (2) 2004 $ -- -- --
2003 $ -- -- --
(1) Mr. Pruitt did not receive any compensation during 2005.
(2) Mr. Silvey did not receive any compensation during his term in
office as CEO.
LONG TERM COMPENSATION AWARDS
During the year ended December 31, 2005, we did not have any long term
compensation awards.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
During the year ended December 31, 2005, we did not have any option/SAR grants.
We do not have a long term incentive plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
None.
51
DIRECTOR COMPENSATION
Outside directors receive quarterly director fees of $1,500.
EMPLOYMENT AGREEMENTS
None
REPRICING OPTIONS
We did not adjust or amend the exercise price of any stock options or SAR's
previously awarded during the year ended December 31, 2005.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table indicates all persons who, as of March 1, 2006, the most
recent practicable date, are known by us to own beneficially more than 5% of any
class of our outstanding voting securities. As of March 1, 2006, there were
8,681,711 shares of our common stock outstanding. Except as otherwise indicated
below, to the best of our knowledge, each person named in the table has sole
voting and investment power with respect to the securities beneficially owned by
them as set forth opposite their name.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Owner % of Class
- -------------- ------------------- -------------------- ----------
Common Palisades Master Fund, LP 4,200,000 48.38%
4500 Cameron Valley Parkway, # 270
Charlotte, NC 28211
52
SECURITY OWNERSHIP OF MANAGEMENT
The following table indicates the beneficial ownership of our voting securities
of all Directors of the Company and all Executive Officers who are not Directors
of the Company, and all officers and directors as a group, as of March 1, 2006,
the most recent practicable date. As of March 1, 2006, there were 8,681,711
shares of our common stock outstanding. Except as otherwise indicated below, to
the best of our knowledge, each person named in the table has sole voting and
investment power with respect to the securities beneficially owned by them as
set forth opposite their name. All options are currently exercisable, unless
otherwise indicated.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Owner % of Class
- -------------- ------------------- -------------------- ----------
Common Michael D. Pruitt (1) 1,680,361 19.36%
4500 Cameron Valley Parkway, # 270
Charlotte, NC 28211
Common Michael Carroll 25,000 *
4500 Cameron Valley Parkway, # 270
Charlotte, NC 28211
Common William Block 25,000 *
4500 Cameron Valley Parkway, # 270
Charlotte, NC 28211
Common Brian Corbman 25,500 *
4500 Cameron Valley Parkway, # 270
Charlotte, NC 28211
Common All officers and directors as a 1,755,861 20.22%
Group (4 persons)
(1) All shares are held by Avenel Foundation for which Mr. Pruitt is
Trustee.
* Less than 1%.
EQUITY COMPENSATION PLAN INFORMATION
We do not currently have an equity compensation plan.
53
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 10, 2005, the Company's sole shareholder at the time, Interim Capital
Corporation, returned 2,950,000 shares of the Company's common stock to us in
exchange for our investment in Sanguaro Holdings Corp. At the time of the
exchange, the Company had an unrealized loss of $49,000 on its investment in
Sanguaro Holding Corp. Accordingly, the unrealized loss of $49,000 was
reclassified as a realized loss.
Simultaneously, nine individuals assumed certain of the Company's liabilities in
the amount of $48,017 in exchange for 3,950,000 shares of the Company's common
stock. The Company's chief executive officer received 1,625,000 of these shares
and the other three members of the Board of Directors received 25,000 shares
each.
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES:
For the fiscal year ended December 31, 2005, Creason & Associates, P.L.L.C.
("Creason") billed the Company $15,950 for services rendered through March 28,
2006, for the audit of the Company's financial statements included in its report
on Form 10-K and the reviews of the financial statements included in its reports
on Form 10-Q filed with the SEC.
For the fiscal year ended December 31, 2004, Creason billed the Company $6,350
for services rendered for the audit of the Company's financial statements
included in its report on Form 10-K filed with the SEC.
TAX FEES
Not applicable.
OTHER FEES
None.
54
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial Statements - The following financial statements of
Chanticleer Holdings, Inc. are contained in Item 8 of this
Form 10-K:
o Reports of Independent Certified Public Accountants
o Statements of Net Assets at December 31, 2005 and 2004
o Statements of Operations - For the fiscal years ended
December 31, 2005, 2004 and 2003
o Statements of Cash Flows - For the fiscal years ended
December 31, 2005, 2004 and 2003
o Statements of Changes in Net Assets - For the fiscal
years ended December 31, 2005, 2004 and 2003
o Schedule of Investments - At December 31, 2005 and 2004
o Notes to the Financial Statements
o Financial Highlights - For the fiscal years ended
December 31, 2005, 2004 and 2003
2. Financial Statement Schedules were omitted, as they are not
required or are not applicable, or the required information is
included in the Financial Statements.
3. Exhibits - The following exhibits are filed with this report
or are incorporated herein by reference to a prior filing, in
accordance with Rule 12b-32 under the Securities Exchange Act
of 1934.
Exhibit Description
23.1 Consent of Guest & Company, P.C.
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14
of the Securities Exchange Act of 1934
32.1 Certification of the Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 28, 2006.
CHANTICLEER HOLDINGS, INC.
By: /s/ Michael D. Pruitt
-------------------------------------
Michael D. Pruitt, Chairman and
Chief Executive Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
Date Title (Capacity) Signature
March 28, 2006 Chairman and Chief Executive Officer /s/ Michael D. Pruitt
(Principal Executive Officer) -----------------------
Michael D. Pruitt
March 28, 2006 Director /s/ Michael Carroll
-----------------------
Michael Carroll
March 28, 2006 Director /s/ Brian Corbman
-----------------------
Brian Corbman
March 28, 2006 Director /s/ William Block
-----------------------
William Block
56