aventura.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
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For the Fiscal Year Ended December 31,
2008
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r
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
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For
the transition period from ________ to ______
Commission
File Number 33-42498
AVENTURA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Florida
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65-0254624
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification
No.)
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5555
Anglers Avenue, Suite 9, Ft Lauderdale, Florida 33312
(Address
of principal executive offices)
(305)
937-2000
(Registrant's
telephone number, including area code)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes r No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes r No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes x No r
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.r
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 126.2
of the Exchange Act).
Yes r No x
The
aggregate market value of common stock held by non-affiliates of the Registrant
on March 25,
2009 based on the closing price on that date of $0.0002 on
the Over the Counter Bulletin Board was $247,308.
For the purposes of calculating this amount only, all directors, executive
officers and shareholders owning in excess of ten percent (10%) of the
Registrant’s outstanding common stock have been treated as
affiliates.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer r
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Accelerated
filer r
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Non-accelerated
filer r
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Smaller
reporting company x
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(Do
not check if a smaller reporting
company)
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The
number of shares of common stock outstanding as of March 25,
2009 was 2,800,324,194.
AVENTURA
HOLDINGS, INC.
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Page
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PART
I
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Item
1
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1
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Item
1A
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2
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Item
1B
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4
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Item
2
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4
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Item
3
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4
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Item
4
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4
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PART
II
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Item
5
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5
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Item
6
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5
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Item
7
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5
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Item
7A
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Item
8
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Item
9
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10 |
Item
9A(T)
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10 |
Item
9B
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10 |
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PART
III
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Item
10
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Item
11
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Item
12
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Item
13
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Item
14
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12 |
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PART
IV
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Item
15
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13 |
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14 |
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Exhibit
31.1
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Exhibit 31.2
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Exhibit 32.1
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PART
I
Aventura
Holdings, Inc. (AVNT) was incorporated by the Florida Department of State on May
9, 1990 as Sun Express Group, Inc. for the purpose of obtaining air carrier
certification. The Company’s Board of Directors elected in July, 1993 to suspend
certification efforts, dispose of or abandon existing assets and seek settlement
of existing indebtedness. In July 1994, the Company completed a sale
of its assets to Conquest Sun Airlines Corp. and Air Tran, Inc. (a spin-off
subsidiary of Conquest Sun Airlines Corp.) The Company remained
dormant until August, 2001 when the Company became involved in the motion
picture industry and changed its name to Sun Network Group, Inc. In
June, 2005 current management completed a reverse acquisition with the Company,
changed our business focus to emerging technologies, replaced prior management
and changed the Company’s name to Aventura VoIP Networks, Inc. In
October, 2005 the Company merged with Aventura Holdings, Inc. and adopted its
name.
Principal
Business
The
Company currently operates through its two wholly owned subsidiaries Video
Stream, Inc. and Amex Security, Inc. and is engaged in the information
technology and surveillance sectors developing solutions to fulfill high-quality
enterprise video surveillance needs. Specifically, the Company
develops open standard and proprietary Internet Protocol (IP) video surveillance
systems with the ability to scale to enterprise environments.
Competition
We
operate in industries which are highly competitive and dependent upon our
ability to purchase intellectual property and attract qualified personnel to
develop cutting-edge technology and graphical user interfaces for our products.
We believe that the principal competitive factors in the video surveillance and
internet broadcast markets are being first to market with new products, video
quality, bandwidth consumption, compression algorithms, ease of use, price,
selection and service. Each of our markets include a large number of
well-capitalized competitors that have extensive experience, established
distribution channels and facilities. Additionally, some of our
competitors have greater resources than us.
Seasonality
We do not
expect our operations to be impacted significantly from quarter to quarter by
actual or threatened severe weather events and other factors unrelated to
weather conditions, such as changing economic conditions.
Recent
Developments
On
December 27, 2007 the Company acquired intellectual property from IPWebTV, Inc.
(an unrelated Delaware company) in exchange for 500 shares of the Company’s
previously unissued preferred convertible stock. The conversion
feature attached to the Company’s preferred stock allows the holder to exchange
one million shares of the Company’s common stock for each share of the Company’s
preferred stock.
On
September 30, 2008, the Company’s subsidiary and IPWebTV agreed that the
Company’s direction was not consistent with the IPWebTV business model and
released its rights to certain intellectual property in exchange for the return
of the Company’s 500 convertible preferred shares. The Company retired and
cancelled all 500 convertible preferred shares and has no preferred shares or
other convertible securities outstanding as of this date.
Employees
As of
March 25,
2009, the Company has one full-time employee under a five year employment
agreement dated May 16, 2006. The employment agreement calls for
annual remuneration of $60,000 certain fringe benefits and expense
reimbursements. The employee is not represented by a union and the
Company believes the relationship with the employee is good.
Controls and
Procedures
As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management. Based on this evaluation,
management has concluded that the design and operation of our disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer as appropriate, to allow timely
decisions regarding required disclosure.
Name
Changes
None.
Reports to Security
Holders
The
Company is subject to SEC proxy rules and regulations that require the Company
to send proxy statements and annual reports to its security holders in
connection with meetings of its shareholders. The Company currently
anticipates that it will take shareholder action by majority shareholder consent
resolution in lieu of a meeting. As a result, the Company will timely
send a notice of action taken to its shareholders. Except for
periodic filings with the SEC, such as those on Forms 8-K, 10-Q and 10-K, which
will also be available on the Company's website, the Company does not intend to
provide reports of any other nature to security holders in the foreseeable
future.
An
investment in our common stock is highly speculative, involves a high degree of
risk, and should be considered only by those persons who are able to bear the
economic risk of their investment for an indefinite period. In addition to other
information in this Annual Report on Form 10-K, you should carefully consider
the risks described below before investing in our publicly-traded securities.
The risks described below are not the only ones facing us. Our business is also
subject to the risks that affect many other companies, such as competition,
technological obsolescence, labor relations, general economic conditions and
geopolitical changes. Additional risks not currently known to us or that we
currently believe are immaterial also may impair our business operations and our
liquidity.
This
is a highly speculative investment.
Ownership
of our common stock is extremely speculative and involves a high degree of
economic risk, which may result in a complete loss of your investment. Only
persons who have no need for liquidity and who are able to withstand a loss of
all or substantially all of their investment should purchase our common
stock.
For the
year ended December 31, 2008 our net income was $63,671. Although we believe
that we are adequately capitalized to carry out our business plan (subject to
the risks inherent in such plan), there can be no assurance that we have
sufficient economic resources or that such resources will be available to us on
terms and at times that are necessary or acceptable, if at all. There is no
assurance that future revenues of the Company will ever be significant or that
the Company's operations will ever be profitable.
You
will be diluted if we issue additional common stock, options to purchase common
stock and/or debt or equity securities convertible into common
stock.
Future
offerings of debt securities, which would be senior to our common stock upon
liquidation, or equity securities, which could dilute our existing stockholders
and be senior to our common stock for the purposes of distributions, may have an
adverse effect on the value of our common stock.
In the
future, we may attempt to increase our capital resources by making additional
offerings of equity or debt securities, including medium-term notes, senior or
subordinated notes and classes of preferred stock or common stock. Upon our
liquidation, holders of our debt securities, if any, and shares of preferred
stock, if any, and lenders with respect to other borrowings, if any, will
receive a distribution of our available assets prior to the holders of our
common stock. Additional equity offerings by us reduce the value of our common
stock. Any preferred stock we may issue would have a preference on distributions
that could limit our ability to make distributions to the holders of our common
stock. Because our decision to issue securities in any future offering will
depend on market conditions and other factors beyond our control, we cannot
predict or estimate the amount, timing or nature of our future offerings. Thus,
our stockholders bear the risk of our future offerings reducing the market price
of our common stock and diluting their stock holdings in the
Company.
We
may be subject to various industry-specific risks associated with our
anticipated business operations.
Management
has discretionary use of Company assets.
We
continue to look for and investigate business opportunities that are consistent
with our business plan, including further acquisitions of interests in
technology companies. Management has broad discretion with respect to
the acquisition of interests in companies that are consistent with our
anticipated operations. Although management intends to apply any
proceeds it may receive through the future issuance of stock or debt to acquire
or operate suitable businesses, it will have broad discretion in allocating
these funds. There can be no assurance that the management's use or allocation
of such proceeds will allow it to achieve its business objectives.
We
operate in a competitive market for acquisition and investment
opportunities.
We
compete for acquisitions with a large number of companies and investment
funds. Many of our competitors may have greater resources than we
do. Increased competition makes it more difficult for us to make
acquisitions or investments at attractive prices. As a result of this
competition, sometimes we may be precluded from making otherwise attractive
acquisitions or investments. There can be no assurance that we will
be able to identify, negotiate and consummate acquisitions of attractive
companies in light of this competition.
Results
may fluctuate and may not be indicative of future performance.
Our
operating results may fluctuate and, therefore, you should not rely on current
or historical period results to be indicative of our performance in future
reporting periods. Factors that could cause operating results to
fluctuate include, but are not limited to, variations in the costs of
identifying, negotiating and consummating acquisitions of businesses consistent
with our business plan; variations in and the timing of the recognition of net
realized gains or losses and changes in unrealized appreciation or depreciation;
the degree to which we encounter competition in our markets; and other general
economic and operational circumstances.
Our
common stock price may be volatile.
The
trading price of our common stock may fluctuate substantially. The price of the
common stock may be higher or lower than the price you pay for your shares,
depending on many factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include, but are
not limited to, the following:
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price
and volume fluctuations in the overall stock market from time to
time;
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significant
volatility in the market price and trading volume of securities of
financial services companies;
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volatility
resulting from trading in derivative securities related to our common
stock including puts, calls, long-term equity anticipation securities
("LEAPs"), or short trading
positions;
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actual
or anticipated changes in our earnings or fluctuations in our operating
results or changes in the expectations of securities
analysts;
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general
economic conditions and trends;
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loss
of a major funding source; or
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departures
of key personnel.
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OTC
Bulletin Board.
Our
common stock is quoted on the OTC Bulletin Board ("OTCBB"). The OTCBB
is an inter-dealer, over-the-counter market that provides significantly less
liquidity than the NASDAQ Stock Market or national or regional
exchanges. Securities traded on the OTCBB are typically thinly
traded, highly volatile, have fewer markets and are not followed by
analysts. The SEC's order handling rules, which apply to
NASDAQ-listed securities, do not apply to securities quoted on the
OTCBB. Quotes for stocks included on the OTCBB are not listed in
newspapers. Therefore, prices for securities traded solely on the
OTCBB may be difficult to obtain and holders of our common stock may be unable
to sell their shares at acceptable prices.
Penny
Stock Rules.
Trading
in our securities will be subject to the "penny stock" rules for the foreseeable
future. The SEC has adopted regulations that generally define a penny
stock to be any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. These rules require that any
broker-dealer who recommends our securities to persons other than prior
customers and accredited investors must, prior to the sale, make a special
written suitability determination for the purchaser and receive the purchaser's
written agreement to execute the transaction. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from recommending transactions in our securities, which could severely limit the
liquidity of our common stock and consequently adversely affect the market price
of our common stock.
Changes
in the law or regulations that govern us could have a material impact on us or
our operations.
Our
business operations are subject to various laws and regulations concerning
consumer financing. We are also regulated by the SEC and impacted by
regulations of certain state regulatory agencies and self-regulatory
organizations. Any change in the law or regulations that govern our
business could have a material impact on us or our operations. Laws and
regulations may be changed from time to time, and the interpretations of the
relevant laws and regulations also are subject to change, which may have a
material effect on our operations.
No
dividends.
Holders
of our securities will only be entitled to dividends when, as and if declared by
our Board of Directors. We do not expect to generate a sufficient
cash surplus which would be available for dividends in the foreseeable
future.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
We do not
own any real estate or other physical properties material to our
operations.
ITEM 3. LEGAL
PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No
matters were submitted to a vote of security holders during our fourth fiscal
quarter ended December 31, 2007.
PART
II
ITEM 5. MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Market
Information
Price
Range of Common Stock
Our
common stock is quoted by Over the Counter Bulletin Board under the symbol
"AVNT". The following table sets forth the high and low bid prices for our
common stock for the periods indicated, as reported by Over the Counter Bulletin
Board. Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commissions, and may not necessarily represent actual
transactions.
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Bid
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High
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Low
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Year
Ended December 31, 2008:
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First
Quarter
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$ |
0.0013 |
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$ |
0.0005 |
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Second
Quarter
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$ |
0.0007 |
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$ |
0.0003 |
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Third
Quarter
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$ |
0.0009 |
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$ |
0.0002 |
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Fourth
Quarter
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$ |
0.0006 |
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$ |
0.0002 |
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Year
Ended December 31, 2007:
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First
Quarter
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$ |
0.0580 |
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$ |
0.0003 |
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Second
Quarter
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$ |
0.0010 |
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$ |
0.0004 |
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Third
Quarter
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$ |
0.0040 |
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$ |
0.0003 |
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Fourth
Quarter
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$ |
0.0015 |
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$ |
0.0002 |
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Year
Ended December 31, 2006:
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First
Quarter
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$ |
0.0046 |
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$ |
0.0003 |
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Second
Quarter
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$ |
0.0033 |
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$ |
0.0011 |
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Third
Quarter
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$ |
0.0014 |
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$ |
0.0008 |
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Fourth
Quarter
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$ |
0.0010 |
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$ |
0.0005 |
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While
shares of our common stock currently trade in excess of our net asset book
value, there can be no assurance, however, that our shares will continue to
trade at such a premium. On March 25,
2008, the last sales price of our common stock was $0.0002.
As of March 25,
2008, there were approximately 1,600
holders of record of our common stock.
Dividends
We have
not declared or paid any cash dividends on our common stock during our two most
recent fiscal years. We do not anticipate paying cash dividends in the
foreseeable future.
Recent
Sale of Unregistered Securities
As
discussed in Item 1 above, under the heading "Recent Developments," during 2007
the Company issued five hundred (500) shares of its convertible common
stock in a privately negotiated transaction. The Company
believes this issuance was exempt from registration under Section 4(2) of the
Securities Act of 1933 and/or Regulation D promulgated thereunder.
ITEM 6. SELECTED FINANCIAL
DATA
The
Statement of Operations, Per Share, and Balance Sheet data for the periods ended
December 31, 2008 and 2007 is derived from our consolidated financial statements
that have been audited by Jewett, Schwartz and Wolfe, PA, our independent
registered public accounting firm. The information set forth below is
not necessarily indicative of results of future operations, and should be read
in conjunction with Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and notes thereto included in Item 8, “Financial Statements and Supplementary
Data” of this Form 10-K, which are incorporated herein by reference, in order to
further understand the factors that may affect the comparability of the
financial data presented below.
ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
following discussion should be read in conjunction with the risks set forth in
Item 1A hereof and our financial statements and notes thereto appearing
elsewhere in this report.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Form
10-K for the year ended December 31, 2008 contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may be identified by the use of
forward-looking terminology, such as "may", "shall", "could", "expect",
"estimate", "anticipate", "predict", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by
management and are considered by management to be reasonable. Our future
operating results, however, are impossible to predict and no representation,
guaranty, or warranty is to be inferred from those forward-looking
statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. No assurance can be given
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Overview
Aventura
Holdings, Inc. ("Aventura", "we", "us", "our", or the "Company") is a publicly
held Miami, Florida based Company that through incremental acquisitions and
research and development in the video surveillance and internet broadcast
markets is geared towards launching new hardware and software
products.
Pursuant
to the Company’s election to withdraw its status as a BDC effective May 15, 2006
we are continuing as an operating reporting public company subject to the
Securities Exchange Act of 1934. The BDC withdrawal resulted in a significant
change in the Company’s required method of accounting. BDC financial statement
presentation and accounting utilizes the value method of accounting used by
investment companies, which allows BDCs to recognize income and value their
investments at market value as opposed to historical cost. In addition,
majority-owned subsidiaries are not consolidated and instead, investments in
those subsidiaries are reflected on the balance sheet as an investment in a
portfolio company, at fair value. As an operating company, the
required financial statement presentation and accounting for securities held by
the Company utilize either fair value or historical cost methods of accounting,
depending on the classification of the investment and the Company’s intent with
respect to the period of time it intends to hold the investment, and the Company
and its subsidiaries are reflected for financial accounting purposes as a
consolidated entity.
The
change in accounting due to the conversion to an operating company from a BDC is
considered a change in accounting principle that is being applied retroactively
to prior years. As a result, in accordance with FAS 154, “Accounting
for Changes and Error Corrections”, which requires that a change in accounting
principle be retrospectively applied to all prior periods presented, the
accompanying consolidated financial statements are presented on an operating and
consolidated basis for all current and prior periods presented on a
retrospective basis without regard to a BDC method of accounting.
Going
Concern
Our
ability to continue as a going concern is dependent on the ability to further
implement our business plan, raise capital, and generate revenues. We presently
do not have sufficient revenues to cover our incurred expenses. Our management
recognizes that we must generate additional resources to enable us to pay our
obligations as they come due, and that we must ultimately successfully implement
our business plan and achieve profitable operations. We cannot assure you that
we will be successful in any of these activities. Should any of these events not
occur, our financial condition will be materially adversely
affected.
The time
required for us to become profitable from operations is highly uncertain, and we
cannot assure you that we will achieve or sustain operating profitability or
generate sufficient cash flow to meet our planned capital expenditures, working
capital and debt service requirements. If required, our ability to obtain
additional financing from other sources also depends on many factors beyond our
control, including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to us or may
be available only on terms that would result in further dilution to the current
owners of our common stock.
We cannot
assure you that we will generate sufficient cash flow from operations or obtain
additional financing to meet scheduled debt payments and financial covenants. If
we fail to make any required payment under the agreements and related documents
governing our indebtedness or fail to comply with the financial and operating
covenants contained in them, we would be in default. The financial statements do
not include any adjustments to reflect the possible effects on recoverability
and classification of assets or the amounts and classification of liabilities,
which may result from the inability of the Company to continue as a going
concern.
Critical
Accounting Estimates and Policies
General
The
Consolidated Financial Statements of the Company are prepared in accordance with
U.S. generally accepted accounting principles, which require management to make
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, net revenue and expenses, and the disclosure of contingent assets
and liabilities. Management bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Senior management has discussed the development, selection and
disclosure of these estimates with the Audit Committee of Aventura's Board of
Directors. Management believes that the accounting estimates employed and the
resulting balances are reasonable; however, actual results may differ from these
estimates under different assumptions or conditions.
An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, if different estimates reasonably could have been
used, or if changes in the estimate that are reasonably likely to occur could
materially impact the financial statements. Management believes the following
critical accounting policies reflect the significant estimates and assumptions
used in the preparation of the Consolidated Financial Statements.
A summary
of significant accounting policies is included in Note 3 to the consolidated
financial statements included elsewhere in this Report. We believe that the
application of these policies on a consistent basis enables us to provide useful
and reliable financial information about our operating results and financial
condition.
Results
Of Operations
Due to
the Company’s June 7, 2005 acquisition of a 100% member interest in Aventura
Networks, LLC in exchange for 880,000,000 shares of the Company’s previously
unissued common stock, a reverse acquisition occurred since the owners of
Aventura Networks, LLC held a majority of the Company’s common stock immediately
following the transaction. Accordingly, for financial reporting
purposes the Company recognized Aventura Networks, LLC as the Company’s
historical registrant and retrospectively consolidated with Aventura Networks,
LLC as its wholly owned subsidiary. All operating activity (other
than that of Aventura Networks, LLC) prior to June 7, 2005 was eliminated and
equity was restated to reflect our new structure. However, since
Aventura Networks, LLC was distributed out of the Company on June 29, 2006,
Aventura Networks, LLC is portrayed throughout the financial statements as
discontinued operations. The Company acquired a controlling interest
in and consolidated Ohio Funding Group, Inc. into the Company’s financial
statements by virtue of our May 16, 2006 and October 1, 2006 30% and 30%
respective investments in Ohio’s outstanding common stock. On
November 6, 2007 Ohio ceased operating as a subsidiary of the Company and Ohio’s
activity is portrayed in the financial statements as discontinued
operations.
For a
discussion of factors that could impact operating results, see the section
entitled "Risk Factors" in Item 1A, which is incorporated herein by
reference.
|
|
For
the Year
|
|
|
For
the Year
|
|
|
For
the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December
31
|
|
|
December
31
|
|
|
December
31
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$ |
136,595 |
|
|
$ |
- |
|
|
$ |
- |
|
Less:
cost of sales
|
|
|
116,730 |
|
|
|
- |
|
|
|
- |
|
Gross
Profit
|
|
|
19,865 |
|
|
|
- |
|
|
|
- |
|
Fee
Income
|
|
|
167,469 |
|
|
|
- |
|
|
|
- |
|
Total
Revenues
|
|
|
187,334 |
|
|
|
- |
|
|
|
- |
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expense
|
|
|
126,166 |
|
|
|
178,271 |
|
|
|
102,273 |
|
Net
operating income (loss) from continuing operations
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(102,273 |
) |
OTHER
EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance
Costs
|
|
|
- |
|
|
|
- |
|
|
|
(21,705 |
) |
Warrant
expense
|
|
|
- |
|
|
|
- |
|
|
|
(250,000 |
) |
Total
Other Expense
|
|
|
- |
|
|
|
(178,271 |
) |
|
|
(271,705 |
) |
Loss
from continuing operations before minority interest
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(373,978 |
) |
Minority
Interest - Ohio Funding
|
|
|
- |
|
|
|
- |
|
|
|
(13,305 |
) |
Income (loss) from continuing operations
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(387,283 |
) |
Discontinued
operations
|
|
|
- |
|
|
|
(118,877 |
) |
|
|
(117,199 |
) |
Net
gain on disposal of subsidiary
|
|
|
- |
|
|
|
118,877 |
|
|
|
8,116 |
|
Income
(loss) from discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
(109,083 |
) |
Net Income
(Loss)
|
|
$ |
61,168 |
|
|
$ |
(178,271 |
) |
|
$ |
(496,366 |
) |
LOSS
PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Common Share -Basic and Diluted
|
|
$ |
nil |
|
|
$ |
(nil |
) |
|
$ |
(nil |
) |
Weighted
Common Shares Outstanding - Basic and Diluted
|
|
|
2,790,443,527 |
|
|
|
3,004,608,780 |
|
|
|
2,672,338,098 |
|
REVENUES
Revenues
for the year ended December 31, 2008 were $187,334 compared to revenues for the
year ended December 31, 2007 of $0.
OPERATING
AND OTHER EXPENSES
Operating
expenses for the year ended December 31, 2008 were $126,166 compared to
operating expenses for the year ended December 31, 2007 of
$178,271.
Financing
expenses were $0 for the year ended December 31, 2008 compared to $0 for the
year ended December 31, 2007.
As a
result of these factors, we reported net income of $61,168 or $nil per share for
the year ended December 31, 2008 as compared to a net loss of $178,271 or
($.nil) per share for the year ended December 31, 2007.
LIQUIDITY
AND CAPITAL RESOURCES
At
December 31, 2008, we had an accumulated deficit of $1,101,022 and a working
capital deficit of $83,364.
We have
no material commitments for capital expenditures.
Net cash
provided by operations during the year ended December 31, 2008 was $2,198
primarily relating to our $61,168 net income and $47,883 decrease in due to
others. In the comparable period of 2007, we had net cash used in
operations of $22,197 primarily relating to the net loss of $178,271, a $67,518
minority interest and $376,614 in assets and $410,999 in liabilities from
discontinued operations.
No cash
was provided or used by investing activities for the years ended December 31,
2008 and 2007.
No cash
was provided or used by financing activities for the years ended December 31,
2008 and 2007.
The
Company is reliant upon outside entities to finance its operations and provide
capital for lending activities. A tightening of capital markets can
reduce or eliminate funding sources resulting in a decrease in our liquidity and
an inability to generate revenues from new lending activities.
Off
Balance Sheet Arrangements
There are
no off balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The
Company does not currently engage in transactions in derivative financial
instruments or derivative commodity instruments. As of December 31, 2008, the
Company’s financial instruments were not exposed to significant market risk due
to interest rate risk, foreign currency exchange risk, commodity price risk or
other relevant market risks, such as equity price risk.
The
Company operates through its two wholly owned subsidiaries Video Stream,
Inc. and Amex Security, Inc. and is engaged in the information technology and
surveillance sectors developing solutions to fulfill high-quality enterprise
video surveillance needs. Specifically, the Company develops open
standard and proprietary Internet Protocol (IP) video surveillance systems with
the ability to scale to enterprise environments. In view of our
current operations and future business plans, we may also be subject to the
following market risk:
Interest
Rate Risk
Our
anticipated operations are expected to be leveraged and sensitive to the
difference between the interest rates we pay for borrowed funds and the interest
rates we charge in our lending operations. Our potential
exposure to interest rate risk arises primarily from changes in prime lending
rates of commercial banks, which are in turn impacted by the policies and
practices of the United States Federal Reserve Board, among other
things.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLENTARY DATA
TABLE
OF CONTENTS
|
|
Page
|
|
|
|
|
|
F-1
|
|
|
|
|
|
F-2
|
|
|
|
|
|
F-3
|
|
|
|
|
|
F-4
|
|
|
|
|
|
F-5
|
|
|
|
|
|
F-6
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of
Aventura
Holdings, Inc.
We have
audited the accompanying balance sheets of Aventura Holdings, Inc. as of
December 31, 2008 and 2007 and the related statements of operations, changes in
shareholders' deficit, and cash flows for the years ended December 31, 2008 and
2007. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides 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 Aventura Holdings, Inc. as of
December 31, 2008 and 2007 and the results of its operations and its cash flows
for the years then ended December 31, 2008 and 2007 in conformity with
accounting principles generally accepted in the United States of
America.
These
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As more fully described in
Note 2, the Company’s need to seek new sources or methods of financing or
revenue to pursue its business strategy, raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
as to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/
JEWETT, SCHWARTZ, WOLFE &
ASSOCIATES
Hollywood,
Florida
March 14,
2009
Consolidated
Balance Sheets
December
31,
|
|
2008
|
|
|
2007
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$ |
3,351 |
|
|
$ |
1,153 |
|
Prepaid
expense
|
|
|
- |
|
|
|
1,066 |
|
Total
Current Assets
|
|
|
3,351 |
|
|
|
2,219 |
|
Fixed
Assets
|
|
|
|
|
|
|
|
|
Furniture
and equipment
|
|
|
32,500 |
|
|
|
- |
|
Less:
accumulated depreciation
|
|
|
(1,160 |
) |
|
|
- |
|
Total
Fixed Assets
|
|
|
31,340 |
|
|
|
- |
|
Other
Assets
|
|
|
|
|
|
|
|
|
Due
from related party
|
|
|
- |
|
|
|
100 |
|
Intellectual
property
|
|
|
- |
|
|
|
200,000 |
|
Security
deposit
|
|
|
4,420 |
|
|
|
4,420 |
|
Total
Other Assets
|
|
|
4,420 |
|
|
|
204,520 |
|
TOTAL
ASSETS
|
|
$ |
39,111 |
|
|
$ |
206,739 |
|
LIABILITIES
& SHAREHOLDERS' DEFICIT:
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
27,383 |
|
|
$ |
33,205 |
|
Accrued
compensation
|
|
|
59,332 |
|
|
|
35,000 |
|
Due
to related party
|
|
|
- |
|
|
|
47,883 |
|
Total
Current Liabilities
|
|
|
86,715 |
|
|
|
116,088 |
|
Total
Liabilities
|
|
|
86,715 |
|
|
|
116,088 |
|
Shareholders'
Equity (Deficit):
|
|
|
|
|
|
|
|
|
Common
Stock; $0.001 par value; 5,000,000,000 shares authorized;
2,790,443,527 shares issued and outstanding December 31, 2008 and
December 31, 2007
|
|
|
2,790,325 |
|
|
|
2,790,325 |
|
Preferred
Stock; $0.001 par value; 10,000,000 shares authorized; 0 and
500 shares issued and outstanding December 31, 2008 and December 31,
2007
|
|
|
- |
|
|
|
1 |
|
Additional
Paid in Capital
|
|
|
(1,936,907 |
) |
|
|
(1,736,903 |
) |
Treasury
Stock
|
|
|
200,000 |
|
|
|
200,000 |
|
Accumulated
Deficit
|
|
|
(1,101,022 |
) |
|
|
(1,162,772 |
) |
Total
Shareholders' Equity (Deficit)
|
|
|
(47,604 |
) |
|
|
90,651 |
|
TOTAL
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)
|
|
$ |
39,111 |
|
|
$ |
206,739 |
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements.
Consolidated
Statements of Operations
|
|
For
the Year
|
|
|
For
the Year
|
|
|
For
the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December
31
|
|
|
December
31
|
|
|
December
31
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$ |
136,595 |
|
|
$ |
- |
|
|
$ |
- |
|
Less:
cost of sales
|
|
|
116,730 |
|
|
|
- |
|
|
|
- |
|
Gross
Profit
|
|
|
19,865 |
|
|
|
- |
|
|
|
- |
|
Fee
Income
|
|
|
167,469 |
|
|
|
- |
|
|
|
- |
|
Total
Revenues
|
|
|
187,334 |
|
|
|
- |
|
|
|
- |
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expense
|
|
|
126,166 |
|
|
|
178,271 |
|
|
|
102,273 |
|
Net
operating income (loss) from continuing operations
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(102,273 |
) |
OTHER
EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance
Costs
|
|
|
- |
|
|
|
- |
|
|
|
(21,705 |
) |
Warrant
expense
|
|
|
- |
|
|
|
- |
|
|
|
(250,000 |
) |
Total
Other Expense
|
|
|
- |
|
|
|
(178,271 |
) |
|
|
(271,705 |
) |
Loss
from continuing operations before minority interest
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(373,978 |
) |
Minority
Interest - Ohio Funding
|
|
|
- |
|
|
|
- |
|
|
|
(13,305 |
) |
Income
(loss) from continuing operations
|
|
|
61,168 |
|
|
|
(178,271 |
) |
|
|
(387,283 |
) |
Discontinued
operations
|
|
|
- |
|
|
|
(118,877 |
) |
|
|
(117,199 |
) |
Net
gain on disposal of subsidiary
|
|
|
- |
|
|
|
118,877 |
|
|
|
8,116 |
|
Income
(loss) from discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
(109,083 |
) |
Net Income
(Loss)
|
|
$ |
61,168 |
|
|
$ |
(178,271 |
) |
|
$ |
(496,366 |
) |
LOSS
PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Common Share -Basic and Diluted
|
|
$ |
nil |
|
|
$ |
(nil |
) |
|
$ |
(nil |
) |
Weighted
Common Shares Outstanding - Basic and Diluted
|
|
|
2,790,443,527 |
|
|
|
3,004,608,780 |
|
|
|
2,672,338,098 |
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements.
Consolidated
Statements of Cash Flows
|
|
For
the Twelve Months Ended |
|
|
|
December
31, |
|
|
|
2008
|
|
|
2007
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
61,168 |
|
|
$ |
(178,271 |
) |
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
1,160 |
|
|
|
- |
|
Minority
interest
|
|
|
- |
|
|
|
(67,518 |
) |
Consulting
fees paid with Company stock
|
|
|
- |
|
|
|
220,439 |
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
Prepaid
expense
|
|
|
1,066 |
|
|
|
9,938 |
|
Security
deposits
|
|
|
- |
|
|
|
(4,520 |
) |
Assets
from discontinued operations
|
|
|
- |
|
|
|
376,614 |
|
Accounts
payable
|
|
|
(5,833 |
) |
|
|
(45,763 |
) |
Accrued
expenses
|
|
|
(7,480 |
) |
|
|
30,000 |
|
Liabilities
from discontinued operations
|
|
|
- |
|
|
|
(410,999 |
) |
Due
to others
|
|
|
(47,883 |
) |
|
|
47,883 |
|
Net
cash (used) in operating activities
|
|
|
2,198 |
|
|
|
(22,197 |
) |
Cash
flows from investing activities
|
|
|
- |
|
|
|
- |
|
Cash
flows from financing activities
|
|
|
- |
|
|
|
- |
|
Net
increase (decrease) in cash
|
|
|
2,198 |
|
|
|
(22,197 |
) |
Cash
at beginning of period
|
|
|
1,153 |
|
|
|
23,350 |
|
Cash
at end of period
|
|
$ |
3,351 |
|
|
$ |
1,153 |
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
Income
Taxes
|
|
$ |
- |
|
|
$ |
- |
|
Noncash
investing and financing activities are as follows:
|
|
|
|
|
|
Common
stock issued in exchange for principal and accrued interest on
note
|
|
$ |
- |
|
|
$ |
220,439 |
|
Preferred
stock exchange for IPTV technology
|
|
$ |
(199,999 |
) |
|
$ |
199,999 |
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements.
Consolidated
Statements of Changes in Shareholders’ Equity (Deficit)
|
|
Common
Stock
|
|
|
Common
Stock Issuable
|
|
|
Preferred
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid
In Capital
|
|
|
Retained
Earnings(Accumulated
Deficit)
|
|
|
Treasury
Stock
|
|
|
Total
|
|
Balance
at December 31, 2005
|
|
|
2,019,657,813
|
|
|
$
|
2,019,658
|
|
|
|
300,000,000
|
|
|
$
|
300,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(2,297,951
|
)
|
|
$
|
(356,382
|
)
|
|
$
|
-
|
|
|
$
|
(334,675
|
)
|
Common
stock issuable in exchange for portfolio company (Aventura Networks LLC)
acquisition
|
|
|
-
|
|
|
|
-
|
|
|
|
325,000,000
|
|
|
|
325,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(325,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common
stock issued pursuant to stock purchase agreement
|
|
|
300,000,000
|
|
|
|
300,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
61,272
|
|
|
|
-
|
|
|
|
-
|
|
|
|
361,272
|
|
Antidilution
shares issued to the acquiror
|
|
|
625,000,000
|
|
|
|
625,000
|
|
|
|
(625,000,000
|
)
|
|
|
(625,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common
stock reimbursements by Company's majority shareholder for prior
management's improper issuances
|
|
|
(301,214,286
|
)
|
|
|
(301,214
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
301,214
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common
stock issued for Company's investment in Ohio Funding Group,
Inc.
|
|
|
200,000,000
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
Warrant
issued to Horvath Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
-
|
|
|
|
250,000
|
|
Common
stock issued for Company's investment in Ohio Funding Group,
Inc.
|
|
|
200,000,000
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
|
|
|
|
|
|
-
|
|
|
|
100,000
|
|
Minority
interest - Ohio Funding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(67,518
|
)
|
|
|
-
|
|
|
|
(67,518
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(496,366
|
)
|
|
|
-
|
|
|
|
(496,366
|
)
|
Balance
at December 31, 2006
|
|
|
3,043,443,527
|
|
|
$
|
3,043,444
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(2,210,465
|
)
|
|
$
|
(920,266
|
)
|
|
$
|
-
|
|
|
$
|
(87,287
|
)
|
Common
stock issued in Exchange for Principal and Accrued Interest on
Note
|
|
|
146,880,667
|
|
|
|
146,881
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
73,558
|
|
|
|
|
|
|
|
|
|
|
|
220,439
|
|
Minority
interest - Ohio Funding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,653
|
)
|
|
|
|
|
|
|
(63,653
|
)
|
Tresury
Stock Acquired in Horvath Holdings Exchange
|
|
|
(400,000,000
|
)
|
|
|
(400,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
200,000
|
|
|
|
|
|
|
|
200,000
|
|
|
|
-
|
|
Preferred
Stock Issuance in Exchange for IPTV Technology
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
1
|
|
|
|
199,999
|
|
|
|
|
|
|
|
|
|
|
|
199,999
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(178,271
|
)
|
|
|
-
|
|
|
|
(178,271
|
)
|
Balance
at December 31, 2007
|
|
|
2,790,324,194
|
|
|
|
2,790,325
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
1
|
|
|
|
(1,736,908
|
)
|
|
|
(1,162,190
|
)
|
|
|
200,000
|
|
|
|
91,227
|
|
Preferred
Stock Exchange for IPTV Technology
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
(1
|
)
|
|
|
(199,999
|
)
|
|
|
|
|
|
|
|
|
|
|
(199,999
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
61,168
|
|
|
|
-
|
|
|
|
61,168
|
|
Balance
at December 31, 2008
|
|
|
2,790,324,194
|
|
|
$
|
2,790,325
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(1,936,907
|
)
|
|
$
|
(1,101,022
|
)
|
|
$
|
200,000
|
|
|
$
|
(47,604
|
)
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 - NATURE OF ORGANIZATION
Aventura
Holdings, Inc. (AVNT) was incorporated by the Florida Department of State on May
9, 1990 as Sun Express Group, Inc. for the purpose of obtaining air carrier
certification. The Company’s Board of Directors elected in July, 1993 to suspend
certification efforts, dispose of or abandon existing assets and seek settlement
of existing indebtedness. In July 1994, the Company completed a sale
of its assets to Conquest Sun Airlines Corp. and Air Tran, Inc. (a spin-off
subsidiary of Conquest Sun Airlines Corp.) The Company remained
dormant until August, 2001 when the Company became involved in the motion
picture industry and changed its name to Sun Network Group, Inc. In
June, 2005 current management completed a reverse acquisition with the Company,
changed our business focus to emerging technologies, replaced prior management
and changed the Company’s name to Aventura VoIP Networks, Inc. In
October, 2005 the Company merged with Aventura Holdings, Inc. and adopted its
name.
The
Company currently operates through its two wholly owned subsidiaries Video
Stream, Inc. and Amex Security, Inc. and is engaged in the information
technology and surveillance sectors developing solutions to fulfill high-quality
enterprise video surveillance needs. Specifically, the Company
develops open standard and proprietary Internet Protocol (IP) video surveillance
systems with the ability to scale to enterprise environments.
NOTE 2 - GOING
CONCERN
As
reflected in the accompanying financial statements, the Company's recurring
losses from operations, net income of $61,168 for the year ended December 31,
2008 and net cash provided by operations of $2,198 for the year ended December
31, 2008; a working capital deficit of $83,364, a stockholders' deficiency of
$47,604 and an accumulated deficit of $1,101,022 at December 31, 2008, raise
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability to continue as
a going concern.
Our
ability to continue as a going concern is dependent on the ability to further
implement our business plan, raise capital, and generate revenues. We presently
do not have sufficient revenues to cover our incurred expenses. Our management
recognizes that we must generate additional resources to enable us to pay our
obligations as they come due and that we must ultimately successfully implement
our business plan and achieve profitable operations. We cannot assure you that
we will be successful in any of these activities. Should any of these events not
occur, our financial condition will be materially adversely
affected.
The time
required for us to become profitable from operations is highly uncertain, and we
cannot assure you that we will achieve or sustain operating profitability or
generate sufficient cash flow to meet our planned capital expenditures, working
capital and debt service requirements. If required, our ability to obtain
additional financing from other sources also depends on many factors beyond our
control, including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to us or may
be available only on terms that would result in further dilution to the current
owners of our common stock.
We cannot
assure you that we will generate sufficient cash flow from operations or obtain
additional financing to meet our obligations.. The financial statements do not
include any adjustments to reflect the possible effects on recoverability and
classification of assets or the amounts and classification of liabilities, which
may result from the inability of the Company to continue as a going
concern.
Management's
Plans
Through
Aventura’s research, development and incremental acquisitions of intellectual
property and companies within our industry, the Company plans to expand
operations.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principals
of Consolidation
The
consolidated financial statements include the accounts of Aventura Holdings,
Inc. and its wholly owned subsidiaries Amex Security, Inc. and Video Stream,
Inc. (collectively “Aventura”).
Basis
of Presentation
On June
7, 2005 the Company acquired a 100% member interest in Aventura Networks, LLC in
exchange for 880,000,000 shares of the Company’s previously unissued common
stock. Hence, a reverse acquisition occurred since the owners of
Aventura Networks, LLC held a majority of the Company’s common stock immediately
following the transaction. For financial reporting purposes the
Company recognized Aventura Networks, LLC as the Company’s historical registrant
and retrospectively consolidated with Aventura Networks, LLC as its wholly owned
subsidiary. All operating activity (other than that of Aventura Networks,
LLC) prior to June 7, 2005 was eliminated and equity was restated to reflect our
new structure. However, since Aventura Networks, LLC was distributed out
of the Company on June 29, 2006, Aventura Networks, LLC is portrayed throughout
the financial statements as discontinued operations.
On May
16, 2006 and October 1, 2006 the Company acquired a controlling interest in and
consolidated Ohio Funding Group, Inc. into the Company’s financial statements by
virtue of our May 16, 2006 and October 1, 2006 30% and 30% respective
investments in Ohio’s outstanding common stock. On November 6,
2007 Ohio ceased operating as a subsidiary of the Company and Ohio’s activity is
portrayed in the financial statements as discontinued operations.
Use
of Estimates
In
preparing financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the reported period. Actual results
may differ from these estimates.
Cash
and Cash Equivalents
For the
purpose of the consolidated cash flow statement, the Company considers all
highly liquid investments with original maturities of three months or less at
the time of purchase to be cash equivalents.
Notes
and Other Receivables
The
Company assesses the probability of collections on loans, notes and other
receivables and records an allowance for loan loss accordingly.
The
Company recognizes interest income on notes and loans receivable in default, and
records an appropriate allowance for loan loss on the resulting interest
receivable.
Finance Charges
The
Company recognizes finance charges as income in a manner consistent with the
provisions of the American Institute of Certified Public Accountant’s Statement
of Position (“SOP”) 03-3 “Accounting for Certain Loans or Debt Securities
Acquired in a Transfer.” SOP 03-3 requires the Company to recognize finance
charges under the interest method such that revenue is recognized on a level
yield basis based upon forecasted cash flows. As the forecasted cash flows
change, the Company would prospectively adjust the yield upwards for positive
changes but would recognize impairment for negative changes in the current
period.
The
Company derived its revenues from finance charges and administration fees earned
as a result of funding consumer loans.
Fair
Value of Financial Instruments
We define
the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. The
carrying value of accounts payable and other debt approximates fair value
because of the short maturity of those instruments. The estimated fair value of
our other obligations is estimated based on the current rates offered to us for
similar maturities. Based on prevailing interest rates and the short-term
maturity of all of our indebtedness, management believes that the fair value of
our obligations approximates book value at December 31, 2008 and
2007.
Long-Lived
Assets
The
Company accounts for the impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets". Impairment is the condition that exists when
the carrying amount of a long-lived asset (asset group) exceeds its fair value.
An impairment loss is recognized only if the carrying amount of a long-lived
asset (asset group) is not recoverable and exceeds its fair value. The carrying
amount of a long-lived asset (asset group) is not recoverable if it exceeds the
sum of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset (asset group). That assessment is based on the carrying
amount of the asset (asset group) at the date it is tested for recoverability,
whether in use or under development. An impairment loss shall be measured as the
amount by which the carrying amount of a long-lived asset (asset group) exceeds
its fair value.
Minority
Interest
The net
income of the Company's former consolidated subsidiary, Ohio Funding Group, Inc.
is reflected in the consolidated statements of operations from May 16, 2006 to
November 5, 2007. From May 16, 2006 through September 30, 2006 the
Company owned 30% of Ohio Funding, from October 1, 2006 to September 23, 2007
the Company owned 60% of Ohio Funding and from September 24, 2007 through
November 5, 2007 the Company owned 99.2% of Ohio Funding. On November
6, 2007 Ohio ceased operating as a subsidiary of the Company and Ohio’s activity
is portrayed in the financial statements as discontinued
operations. After initially accounting for our investment in Ohio
Funding utilizing the equity method of accounting, the Company retroactively
restated its investment on a consolidated basis subtracting the minority
interest in net assets and net income from the consolidated balance sheet and
income statement.
Stock-Based
Compensation
The
Company accounts for stock options issued to employees in accordance with the
provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. As such,
compensation cost is measured on the date of grant as the excess of the current
market price of the underlying stock over the exercise price. Such compensation
amounts are amortized over the respective vesting periods of the option grant.
The Company adopted the disclosure provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure," which permits entities to provide pro
forma net income (loss) and pro forma earnings (loss) per share disclosures for
employee stock option grants as if the fair-valued based method defined in SFAS
No. 123 had been applied.
The
Company accounts for stock options issued to non-employees for goods or services
in accordance with SFAS 123.
Investments
Investments
in securities of unaffiliated issuers represent holdings of less than 5% of the
issuer's voting common stock. Investments in and advances to affiliates are
presented as (i) majority-owned, if holdings, directly or indirectly, represent
over 50% of the issuer's voting common stock, (ii) minority-owned other
controlled affiliates if the holdings, directly or indirectly, represent over
25% and up to 50% of the issuer's voting common stock and (iii) minority-owned
other non-controlled affiliates if the holdings, directly or indirectly,
represent 5% to 25% of the issuer's voting common stock. Investments - other
than securities represent all investments other than in securities of the
issuer.
Investments
in securities or other than securities of privately held entities are initially
recorded at their original cost as of the date the Company obtained an
enforceable right to demand the securities or other investment purchased and
incurred an enforceable obligation to pay the investment price.
For
financial statement purposes, investments are recorded at their fair value.
Currently, readily determinable fair values do not exist for our investments and
the fair value of these investments is determined in good faith by the Company's
Board of Directors who engaged independent valuation experts and ratified by the
Company's Board of Directors pursuant to a valuation policy and consistent
valuation process. Due to the inherent uncertainty of these valuations, the
estimates may differ significantly from the values that would have been used had
a ready market for the investments existed and the differences may be
material.
Realized
gains (losses) from the sale of investments and unrealized gains (losses) from
the valuation of investments are reflected in operations during the period
incurred.
Revenue
Recognition
The
Company recognizes revenues in accordance with the guidance in the Securities
and Exchange Commission Staff Accounting Bulletin 104. Revenue is recognized
when persuasive evidence of an arrangement exists, as services are provided and
when collection of the fixed or determinable selling price is reasonable
assured.
Income
Taxes
Income
taxes are accounted for under the asset and liability method of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes
("SFAS109")." Under SFAS 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
Net
Loss Per Common Share
Basic net
income (loss) per common share (Basic EPS) excludes dilution and is computed by
dividing net income (loss) available to common stockholder by the weighted
average number of common shares outstanding for the period. Diluted net income
per share (Diluted EPS) reflects the potential dilution that could occur if
stock options or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company. For 2008, 2007 and 2006, diluted
loss per share is the same as basic loss per share since the effect of all
common stock equivalents was anti-dilutive due to the net loss. At December 31,
2007 there were no shares issued that were considered to be dilutive securities
that will dilute future earnings per share.
Concentrations
The
Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. At December 31, 2008, the Company had $3,351 in United
States bank deposits. The Company has not experienced any losses in such
accounts through December 31, 2008.
Recent Accounting
Pronouncements
NOTE-SFAS
163 and FSP FAS 117-1 need only be included if applicable to particular
client.
Employers’
Disclosures about Postretirement Benefit Plan Assets
In
December 2008, the Financial Accounting Standards Board (“FASB”) issued FASB
Staff Position on Financial Accounting Standard (“FSP FAS”) No. 132(R)-1,
“Employers’ Disclosures about Postretirement Benefit Plan
Assets.” This FSP amends FASB Statement No. 132(R) (“SFAS No.
132(R)”), “Employers’ Disclosures about Pensions and Other Postretirement
Benefits,” to provide guidance on an employer’s disclosures about plan assets of
a defined benefit pension or other postretirement plan. FSP FAS No.
132(R)-1 also includes a technical amendment to SFAS No. 132(R) that requires a
nonpublic entity to disclose net periodic benefit cost for each annual period
for which a statement of income is presented. The required
disclosures about plan assets are effective for fiscal years ending after
December 15, 2009. The technical amendment was effective upon
issuance of FSP FAS No. 132(R)-1. The Company is currently assessing
the impact of FSP FAS No. 132(R)-1 on its consolidated financial position and
results of operations.
Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises
In
December 2008, the FASB issued FSP FIN No. 48-3, “Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises.” FSP FIN No.
48-3 defers the effective date of FIN No. 48, “Accounting for Uncertainty in
Income Taxes,” for certain nonpublic enterprises as defined in SFAS No. 109,
“Accounting for Income Taxes.” However, nonpublic consolidated
entities of public enterprises that apply U.S. generally accepted accounting
principles (GAAP) are not eligible for the deferral. FSP FIN No. 48-3 was
effective upon issuance. The impact of adoption was not material to
the Company’s consolidated financial condition or results of
operations.
Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities
In
December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8,
“Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities.” This FSP amends
SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,” to require public entities to provide
additional disclosures about transfers of financials assets. FSP FAS
No. 140-4 also amends FIN No. 46(R)-8, “Consolidation of Variable Interest
Entities,” to require public enterprises, including sponsors that have a
variable interest entity, to provide additional disclosures about their
involvement with a variable interest entity. FSP FAS No. 140-4 also
requires certain additional disclosures, in regards to variable interest
entities, to provide greater transparency to financial statement
users. FSP FAS No. 140-4 is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with early application
encouraged. The Company is currently assessing the impact of FSP FAS
No. 140-4 on its consolidated financial position and results of
operations.
Accounting
for an Instrument (or an Embedded Feature) with a Settlement Amount That is
Based on the Stock of an Entity’s Consolidated Subsidiary
In
November 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No.
08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement
Amount That is Based on the Stock of an Entity’s Consolidated
Subsidiary.” EITF No. 08-8 clarifies whether a financial instrument
for which the payoff to the counterparty is based, in whole or in part, on the
stock of an entity’s consolidated subsidiary is indexed to the reporting
entity’s own stock. EITF No. 08-8 also clarifies whether or not stock
should be precluded from qualifying for the scope exception of SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” or from being
within the scope of EITF No. 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.” EITF No. 08-8 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those fiscal
years. The Company is currently assessing the impact of EITF No. 08-8
on its consolidated financial position and results of operations.
Accounting
for Defensive Intangible Assets
In
November 2008, the FASB issued EITF Issue No. 08-7, “Accounting for Defensive
Intangible Assets.” EITF No. 08-7 clarifies how to account for
defensive intangible assets subsequent to initial measurement. EITF
No. 08-7 applies to all defensive intangible assets except for intangible assets
that are used in research and development activities. EITF No. 08-7
is effective for intangible assets acquired on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008. The Company is currently assessing the impact of EITF No. 08-7
on its consolidated financial position and results of operations.
Equity
Method Investment Accounting Considerations
In
November 2008, the FASB issued EITF Issue No. 08-6 (“EITF No. 08-6”), “Equity
Method Investment Accounting Considerations.” EITF No. 08-6 clarifies
accounting for certain transactions and impairment considerations involving the
equity method. Transactions and impairment dealt with are initial
measurement, decrease in investment value, and change in level of ownership or
degree of influence. EITF No. 08-6 is effective on a prospective
basis for fiscal years beginning on or after December 15, 2008. The
Company is currently assessing the impact of EITF No. 08-6 on its consolidated
financial position and results of operations.
Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active
In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.” This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active. The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued. The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.
Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement
In
September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement.” This FSP determines an issuer’s unit of accounting for
a liability issued with an inseparable third-party credit enhancement when it is
measured or disclosed at fair value on a recurring basis. FSP EITF
No. 08-5 is effective on a prospective basis in the first reporting period
beginning on or after December 15, 2008. The Company is currently
assessing the impact of FSP EITF No. 08-5 on its consolidated financial position
and results of operations.
Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161
In
September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161.” This FSP amends FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” to require
disclosures by sellers of credit derivatives, including credit derivatives
embedded in a hybrid instrument. The FSP also amends FASB
Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require
and additional disclosure about the current status of the payment/performance
risk of a guarantee. Finally, this FSP clarifies the Board’s intent
about the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities.” FSP FAS No. 133-1 is
effective for fiscal years ending after November 15, 2008. The
Company is currently assessing the impact of FSP FAS No. 133-1 on its
consolidated financial position and results of operations.
Endowments
of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an
Enacted Version of the Uniform Prudent Management of Institutional Funds Act,
and Enhanced Disclosures for all Endowment Funds
In August
2008, the FASB issued FSP FAS No. 117-1, “Endowments of Not-for-Profit
Organizations: Net Asset Classification of Funds Subject to an Enacted Version
of the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”), and
Enhanced Disclosures for all Endowment Funds.” The intent of this FSP
is to provide guidance on the net asset classification of donor-restricted
endowment funds. The FSP also improves disclosures about an
organization’s endowment funds, both donor-restricted and board-designated,
whether or not the organization is subject to the UPMIFA. FSP FAS No.
117-1 is effective for fiscal years ending after December 31,
2008. Earlier application is permitted provided that annual financial
statements for that fiscal year have not been previously issued. The
Company is currently assessing the impact for FSP FAS No. 117-1 on its
consolidated financial position and results of operations.
Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities
In
June 2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities.” EITF No. 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The EITF 03-6-1 affects entities
that accrue dividends on share-based payment awards during the awards’ service
period when the dividends do not need to be returned if the employees forfeit
the award. EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008. The Company is currently assessing the impact of EITF
03-6-1 on its consolidated financial position and results of
operations.
Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock
In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock.” EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument's contingent exercise and
settlement provisions. It also clarifies on the impact of foreign
currency denominated strike prices and market-based employee stock option
valuation instruments on the evaluation. EITF 07-5 is effective for
fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of EITF 07-5 on its consolidated financial
position and results of operations.
Accounting
for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
No. 60
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No.
60”. This statement requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial
obligation. SFAS No. 163 also clarifies how SFAS No. 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities to
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. SFAS No. 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years, except for some disclosures
about the insurance enterprise’s risk-management activities of the insurance
enterprise be effective for the first period (including interim periods)
beginning after issuance of SFAS No. 163. Except for those
disclosures, earlier application is not permitted.
Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion. The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized. The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations. The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented. The FSP is effective for fiscal years beginning after
December 15, 2008 and early adoption is not permitted. The Company is
currently evaluating the potential impact of FSP APB 14-1 upon its consolidated
financial statements.
The
Hierarchy of Generally Accepted Accounting Principles
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.
Determination
of the Useful Life of Intangible Assets
In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”. The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles. The Company is currently
evaluating the potential impact of FSP FAS No. 142-3 on its consolidated
financial statements.
Disclosure
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently
evaluating the potential impact of SFAS No. 161 on the Company’s consolidated
financial statements.
Delay
in Effective Date
In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.
Business
Combinations
In
December 2007, the FASB issued SFAS No. 141(R) “Business
Combinations.” This Statement replaces the original SFAS No.
141. This Statement retains the fundamental requirements in SFAS
No. 141 that the acquisition method of accounting (which SFAS No. 141
called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. The objective of SFAS No. 141(R) is to
improve the relevance, and comparability of the information that a reporting
entity provides in its financial reports about a business combination and its
effects. To accomplish that, SFAS No. 141(R) establishes principles and
requirements for how the acquirer:
a.
|
Recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the
acquiree.
|
b.
|
Recognizes
and measures the goodwill acquired in the business combination or a gain
from a bargain purchase.
|
c.
|
Determines
what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business
combination.
|
This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company is unable at this time to determine the effect that its
adoption of SFAS No. 141(R) will have on its consolidated results of operations
and financial condition.
Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51
In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” This
Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated
Financial Statements” to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement is effective for fiscal
years and interim periods within those fiscal years, beginning on or after
December 15, 2008 and may not be applied before that date. The
Company is unable at this time to determine the effect that its adoption of SFAS
No. 160 will have on its consolidated results of operations and financial
condition.
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective for the Company on February 1, 2008, permits
companies to choose to measure many financial instruments and certain other
items at fair value and report unrealized gains and losses in earnings. Such
accounting is optional and is generally to be applied instrument by instrument.
The election of this fair-value option did not have a material effect on its
consolidated financial condition, results of operations, cash flows or
disclosures.
Fair
Value Measurements
In
September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements.” SFAS No. 157 provides guidance for using fair value to
measure assets and liabilities. SFAS No. 157 addresses the requests
from investors for expanded disclosure about the extent to which companies’
measure assets and liabilities at fair value, the information used to measure
fair value and the effect of fair value measurements on earnings. SFAS No. 157
applies whenever other standards require (or permit) assets or liabilities to be
measured at fair value, and does not expand the use of fair value in any new
circumstances. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and was adopted by the Company in
the first quarter of fiscal year 2008. There was no material impact on the
Company’s consolidated results of operations and financial condition due to the
adoption of SFAS No. 157.
Accounting
Changes and Error Corrections
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,”
which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - An Amendment of
APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections, and it establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a
correction of an error. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and
did not have a material impact on its consolidated results of operations and
financial condition.
NOTE
4 - INVESTMENTS
On
December 27, 2007, the Company acquired certain intellectual property from
IPWebTV, Inc. (an unrelated Delaware corporation) to be integrated into products
being developed for the Company’s subsidiary IPWebTV, Inc. (a Florida
corporation). The purchase price was 500 shares of the Company’s
previously unissued nonassessable convertible preferred stock. Each
share of the convertible preferred stock can be exchanged for one million shares
of the Company’s common stock.
On
September 30, 2008, the Company’s subsidiary and IPWebTV agreed that the
Company’s direction was not consistent with the IPWebTV business model and
released its rights to certain intellectual property in exchange for the return
of the Company’s 500 convertible preferred shares. The Company retired and
cancelled all 500 convertible preferred shares and has no preferred shares or
other convertible securities outstanding as of this date.
NOTE
5 EMPLOYMENT AGREEMENT
As of
March 25,
2009, the Company has one full-time employee under a five year employment
agreement dated May 16, 2006. The employment agreement calls for
annual remuneration of $60,000, certain fringe benefits and expense
reimbursement. The employee is not represented by a union and the
Company believes the relationship with the employee is good.
NOTE
6 COMMITMENTS AND CONTINGENCIES
Legal
Matters:
From time
to time, the Company may become subject to proceedings, lawsuits and other
claims in the ordinary course of business including proceedings related to
environmental and other matters. Such matters are subject to many uncertainties,
and outcomes, which are not readily predictable with assurance.
NOTE
7 – STOCKHOLDERS EQUITY AND LIABILITY PAYABLE WITH COMMON STOCK
Preferred Stock
Transactions
On June
5, 2003, the Company's Board of Directors authorized 10,000,000 shares of
preferred stock, par value $0.001. Such preferred stock, or any series thereof,
shall have such designations, preferences, participating, optional or other
annual rights and qualifications, limitations or restrictions adopted by the
Company's Board of Directors. On December 27, 2007 the Company acquired
intellectual property from IPWebTV, Inc. (an unrelated Delaware company) in
exchange for 500 shares of the Company’s previously unissued preferred
convertible stock. The conversion feature attached to the Company’s
preferred stock allows the holder to exchange one million shares of the
Company’s common stock for each share of the Company’s preferred
stock.
On
September 30, 2008, the Company’s subsidiary and IPWebTV agreed that the
Company’s direction was not consistent with the IPWebTV business model and
released its rights to certain intellectual property in exchange for the return
of the Company’s 500 convertible preferred shares. The Company retired and
cancelled all 500 convertible preferred shares and has no preferred shares or
other convertible securities outstanding as of this date.
Common Stock
Transactions
None.
NOTE
8 - INCOME TAXES
There was
no income tax expense or benefit for federal and state income taxes in the
consolidated statement of operations for years 2008, 2007 and 2006 due to the
Company's net loss and valuation allowance on the resulting deferred tax
asset.
The
actual tax expense differs from the "expected" tax expense for the years ended
December 31, 2008 and 2007 (computed by applying the U.S. Federal Corporate tax
rate of 34% to income before taxes) as follows:
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Computed
"expected" tax benefit
|
|
$ |
21,648 |
|
|
$ |
(44,568 |
) |
|
$ |
(132,536 |
) |
State
income taxes
|
|
|
3,184 |
|
|
|
(8,914 |
) |
|
|
(19,491 |
) |
Change
in deferred tax asset valuation
|
|
|
(24,832 |
) |
|
|
53,482 |
|
|
|
152,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
operating loss carryforward
|
|
$ |
2,767,541 |
|
|
$ |
2,828,709 |
|
|
|
|
|
Loan
loss allowance
|
|
|
75,146 |
|
|
|
75,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
deferred tax assets
|
|
|
2,842,687 |
|
|
|
2,903,855 |
|
|
|
|
|
Less:
valuation allowance
|
|
|
(2,842,687 |
) |
|
|
(2,903,855 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
At
December 31, 2008, the Company had useable net operating loss carry forwards of
approximately $2,842,687 for income tax purposes, available to offset future
taxable income expiring in 2022.
The
valuation allowance at December 31, 2008 was $2,842,687. The net change in the
valuation allowance during the year ended December 31, 2008 was a decrease of
$61,168.
NOTE
9 RELATED PARTY AND AFFILIATE TRANSACTIONS
The
following disclosures comply with generally accepted accounting principles and
the disclosure requirements under the Regulation S-X, Article 6, with regard to
affiliate investments and transactions.
None.
NOTE
10 - INTERNAL CONTROL
Controls
and Procedures
As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management. Based on this evaluation,
management has concluded that the design and operation of our disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer as appropriate, to allow timely
decisions regarding required disclosure.
ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND
PROCEDURES
(a)
Disclosure Controls and Procedures
The
Company’s management, with the participation of the Company’s principal
executive officer and principal financial officer, respectively, has evaluated
the effectiveness of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by
this report. Based on such evaluation, the Company’s principal executive officer
and principal financial officer, respectively, have concluded that, as of the
end of such period, the Company’s disclosure controls and procedures are
effective.
Management’s
Report on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a
process designed by, or under the supervision of, the Company’s principal
executive officer and principal financial officer, respectively, and effected by
the Company’s management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
●
|
pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of
assets;
|
●
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures are being made only in accordance with authorizations of the
Company’s management; and
|
●
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could have a
material effect on the consolidated financial
statements.
|
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2008. In making this
assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework.
Based on
their assessment, the Company’s management concluded that, as of December 31,
2008, the Company’s internal control over financial reporting is
effective.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to the attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
(b)
Changes in Internal Control Over Financial Reporting.
There has
been no change in the Company’s internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fourth quarter of 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Not
applicable.
PART
III
ITEM 10. DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT
The
officers and directors of the Company are as follows:
Name
|
|
Age
|
|
Position
|
|
Period
Held
|
Craig
A. Waltzer
|
|
46
|
|
Chairman
/ CEO
|
|
2005
- Current
|
Gerald
Sliz
|
|
53
|
|
Director
/ CTO
|
|
2008
- Current
|
Jere
J. Lane
|
|
53
|
|
Director
|
|
2005
- Current
|
Alan
R. Siskind
|
|
66
|
|
Director
|
|
2008
-
Current
|
Each
director of the Company holds such position until the next annual meeting of the
Company's stockholders and until his successor is duly elected and qualified.
The officers hold office until the first meeting of the board of directors
following the annual meeting of stockholders and until their successors are
chosen and qualified, subject to early removal by the board of
directors.
The
Audit Committee
The Audit
Committee operates pursuant to a charter approved by the Board of Directors. The
charter sets forth the responsibilities of the Audit Committee. The primary
function of the Audit Committee is to serve as an independent and objective
party to assist the Board of Directors in fulfilling its responsibilities for
overseeing and monitoring the quality and integrity of the Company's financial
statements, the adequacy of the Company's system of internal controls, the
review of the independence, qualifications and performance of the Company's
independent registered public accounting firm, and the performance of the
Company's internal audit function. The Audit Committee is presently composed of
two persons - Messrs. Josiah and Lane (Chair), each of whom is considered
independent by the Board of Directors. The Company's Board of Directors has
determined that Jere J. Lane is the "audit committee financial expert" as
defined under Item 407 of Regulation S-K of the 1934 Act. Messrs. Josiah and
Lane each meet the current independence and experience requirements of Rule
10a-3 of the 1934 Act.
Craig
A. Waltzer; age 47; Chief Executive Officer Director and Chairman
Mr.
Waltzer was elected Chief Executive Officer and Chairman of the Board of
Directors in 2005. Prior to joining the Company, Mr. Waltzer held
various executive positions in telecommunications companies and headed his own
certified public accounting firm. Mr. Waltzer graduated from the
University of South Florida in 1982 with a Bachelors of Arts in Business
Administration with a concentration in Finance and Accounting and was admitted
by the state of Florida Board of Accountancy in 1985.
Jere
J. Lane; age 54; Director and Chairman of the Audit Committee
Mr. Lane
was elected Director and Chairman of the audit committee in 2005. Mr.
Lane practiced as a partner, sole practitioner and tax manager of certified
public accounting firms. Mr. Lane graduated from Florida
International University with a Bachelors of Arts in Business Administration in
1980 and was admitted by the state of Florida Board of Accountancy in
1983.
Gerald
Sliz; age 53; Director and Chief Technical Officer
On
August 19, 2008, the Board of Directors appointed 53 year old Gerald Sliz
as its Chief Operating Officer. Mr. Sliz was previously elected as a
Director of the Registrant and is President and Chief Technology Officer of the
Registrant’s subsidiary Video Stream, Inc. (formerly known as IPWebTV,
Inc.)
Mr. Sliz’
most recent experience has been as Chief Technical Officer engaged in the design
and implementation of video surveillance hardware and software for Aventura
Technologies, Inc. (an unrelated company). Mr. Sliz was also Director of
Information Technology at Social Service Coordinators where he was responsible
for the design and implementation of their core processing systems and diverse
software development. Mr. Sliz has held positions as President, Chief
Technical Officer and Director of Information Technology and has performed
system implementation and design consulting for numerous Fortune 500
companies.
Alan
Siskind; age 66; Director
Mr. Siskind
is an advertising executive with over forty years experience. Mr. Siskind
is a graduate from the University of Kentucky and a former partner in one of
Miami’s largest advertising agencies. Mr. Siskind specialized in the
representation of major cruise lines, hotels, airlines, automobile dealerships
and auctions. Mr. Siskind has a reputation and a proven track record of
using his marketing expertise to build companies. Mr. Siskind is an
independent director.
Section
16(a) Beneficial Ownership Reporting Compliance
Pursuant
to Section 16(a) of the 1934 Act, the Company's directors and executive
officers, and any persons holding more than 10% of its common stock, are
required to report their beneficial ownership and any changes therein to the SEC
and the Company. Specific due dates for those reports have been established, and
the Company is required to report herein any failure to file such reports by
those due dates. Based on the Company's review of Forms 3, 4 and 5 filed by such
persons, the Company believes that during the fiscal year ended December 31,
2006, all Section 16(a) filing requirements applicable to such persons were met
in a timely manner.
Code
of Ethics
The Board
has adopted a Code of Ethics applicable to the Company's principal executive
officer, principal financial officer and principal accounting officer that is
available on the Company's website at www.aventura-holdings.com. Future
amendments to the Code of Ethics and any waivers thereto will be posted on the
Company's website pursuant to the option set forth in Item 5.05(c) of Form
8-K.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION
OF DIRECTORS AND OFFICERS
The
following table sets forth the remuneration of each of the Company's executive
officers during each of its three most recent fiscal years:
Name
|
|
|
|
Salary
|
|
|
|
|
Craig
A. Waltzer
|
|
2008
|
|
$ |
60,000 |
|
|
$ |
- |
|
|
|
2007
|
|
|
60,000 |
|
|
|
- |
|
|
|
2006
|
|
|
32,500 |
|
|
|
- |
|
Gerald
Sliz
|
|
2008
|
|
|
- |
|
|
|
- |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
2006
|
|
|
- |
|
|
|
- |
|
Jere
J. Lane
|
|
2008
|
|
|
- |
|
|
|
- |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
2006
|
|
|
- |
|
|
|
- |
|
Alan
R. Siskind
|
|
2008
|
|
|
- |
|
|
|
- |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
2006
|
|
|
- |
|
|
|
- |
|
The
Company has no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers, or other employees.
Compensation
Committee Report
The
entire Board performs the functions of a compensation committee given the
Company's small size. Compensation matters involving the Company's
chief executive officer, Craig A. Waltzer, have been made by the Board after Mr.
Waltzer's recusal from discussions and votes on such matter. The
Board has recommended that the compensation discussion and analysis be included
in this Annual Report on Form 10-K. The members of the Board
participating in this analysis are as follows: Alan R. Siskind and
Jere Lane.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth, as of March 25,
2009, each stockholder who owns more than 5% of our outstanding shares of
common stock, each director, the chief executive officer, our executive officers
and our directors and executive officers as a group. As of such date, Melissa
Apple, Trustee of the Maria Lopez Irrevocable Trust UTD March 29, 2004 owns the
largest block of our outstanding securities. The Trustee is a former spouse of
Craig A. Waltzer, our Chief Executive Officer, and for that reason, while the
Trustee must act in the manner she alone deems appropriate in her sole and
exclusive discretion, this prior affiliation is disclosed.
|
|
|
|
Amount
and Nature of
|
|
Percent
of
|
|
|
Name
and Address of Beneficial Owner
|
|
Beneficial
Ownership
|
|
Class
|
Common
Stock
|
Melissa
Apple, Trustee of the Maria Lopez Irrevocable Trust UTD March 29,
2004
|
1,488,785,714
Shares Direct Ownership
|
53.36%
|
|
|
962
Blue Ridge Avenue
|
|
|
|
|
|
|
Atlanta,
Georgia 30306
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
American
Dealer Enterprise Group, LLC
|
|
146,880,667
Shares Direct Ownership
|
5.26%
|
|
|
25505
West 12 Mile Road, Suite 3000
|
|
|
|
|
|
|
Southfield,
Michigan 48034-8316
|
|
|
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Related
Party Transactions
None.
Director
Independence.
Although
it is not strictly bound to do so, the Company currently utilizes the NASDAQ
independence tests to determine whether its directors and audit committee
members are independent. Jere Lane and Sean Josiah, both members of
the Company's audit committee, are considered independent applying these
tests.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
AUDIT
FEES
The
aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2008 and 2007 and reviews of the consolidated
financial statements included in the Company's Forms 10-K for fiscal 2008 and
2007 were approximately $10,000 and $10,000 respectively.
AUDIT-RELATED
FEES
For
fiscal 2008 and 2007 the auditors billed $0 and $0 respectively relating to
assistance with SEC comment responses. The Company's auditors did not bill any
additional fees for assurance and related services that are reasonably related
to the performance of the audit or review of the Company's financial statements
and are not reported under "Audit Fees" above.
TAX
FEES
The
aggregate fees billed by the Company's auditors for professional services for
tax compliance, tax advice, and tax planning were $0, $0 and $0 for fiscal 2008,
2007 and 2006, respectively.
ALL
OTHER FEES
The
aggregate fees billed by the Company's auditors for all other non-audit services
rendered to the Company, such as attending meetings and other miscellaneous
financial consulting, in fiscal 2008 and 2007 were $0 and $0,
respectively.
PART
IV
Item
601 of Regulation S-K Exhibit
No.:
|
Exhibit
|
31.1
|
|
31.2
|
|
32.1
|
|
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
AVENTURA
HOLDINGS, INC. |
|
|
|
|
|
Date:
March 25,
2009
|
By:
|
/s/
Craig A.
Waltzer
|
|
|
|
Craig
A. Waltzer |
|
|
|
Chief
Executive Officer, President, and Director |
|
|
|
|
|