UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004 Commission File Number 0-29057
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|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________to __________________
ALTRIMEGA HEALTH CORPORATION
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(Exact name of registrant as specified in charter)
Nevada 87-0631750
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4702 Oleander Drive, Suite 200, Myrtle Beach, SC 29577
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(Address of principal executive offices) (Zip)
Issuer's telephone number, including area code (843) 497-7028
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Securities registered pursuant to section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
None None
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Securities registered pursuant to section 12 (g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
Check whether the Issuer (1 ) filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes |X| No|_| (2) Yes |X| No|_|
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|
State issuer's revenues for its most recent fiscal year: $ 1,989,389
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days.
The market value of shares held by nonaffiliates is $177,196 based on the
bid price of $0.004 per share at March 22, 2005.
As of March 22, 2005, the Company had 49,139,950 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
PART I.........................................................................1
ITEM 1. DESCRIPTION OF BUSINESS............................................1
ITEM 2. DESCRIPTION OF PROPERTIES..........................................5
ITEM 3. LEGAL PROCEEDINGS..................................................5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS..............5
PART II........................................................................6
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........7
ITEM 7. FINANCIAL STATEMENTS..............................................12
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..............................................12
ITEM 8A. CONTROLS AND PROCEDURES...........................................12
PART III......................................................................13
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.................13
ITEM 10. EXECUTIVE COMPENSATION............................................14
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....15
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................16
PART IV.......................................................................18
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................18
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES............................19
EXHIBIT 14.1........................................................Exhibit 14.1
EXHIBIT 31.1........................................................Exhibit 31.1
EXHIBIT 32.1........................................................Exhibit 31.2
EXHIBIT 32.1........................................................Exhibit 32.1
FINANCIAL STATEMENTS.........................................................F-1
PART I
INTRODUCTORY NOTE
Forward-Looking Statements
This Form 10-KSB contains "forward-looking statements" relating to
Altrimega Health Corporation ("Altrimega") which represent Altrimega's current
expectations or beliefs including, but not limited to, statements concerning
Altrimega's operations, performance, financial condition and growth. For this
purpose, any statements contained in this Form 10-KSB that are not statements of
historical fact are forward-looking statements. Without limiting the generality
of the foregoing, words such as "may", "anticipation", "intend", "could",
"estimate", or "continue" or the negative or other comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, such as losses, dependence
on management, variability of quarterly results, and the ability of Altrimega to
continue its growth strategy and competition, certain of which are beyond
Altrimega's control. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove incorrect, actual
outcomes and results could differ materially from those indicated in the
forward-looking statements.
Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
ITEM 1. DESCRIPTION OF BUSINESS
History And Organization
General
Altrimega was incorporated under the laws of the State of Nevada on
September 8, 1998 as Mega Health Corporation. On June 23, 1999 the name of the
corporation was changed to Altrimega Health Corporation.
On July 25, 2002, Altrimega entered into a non-binding letter of intent
with Creative Holdings, Inc., a South Carolina corporation. Pursuant to the
Letter of Intent and upon the consummation of a definitive agreement, Altrimega
would acquire Creative Holdings.
A Merger Agreement was executed on August 15, 2002, between Altrimega,
Altrimega Acquisition Company, a Nevada corporation, Creative Holdings, Inc., a
South Carolina corporation and the shareholders of Creative Holdings, Inc.
Pursuant to the Merger Agreement, Creative Holdings would be merged with and
into Altrimega Acquisition Co., which would be the surviving corporation and
continue its corporate existence under the laws of the State of Nevada as a
wholly-owned subsidiary of Altrimega.
In consideration of the merger, Altrimega would issue a total of
320,000,000 shares of common stock of Altrimega to the shareholders of Creative
Holdings in exchange for all of the common stock of Creative Holdings.
On September 2, 2002, Altrimega, Creative Holdings and the shareholders of
Creative Holdings amended the Merger Agreement and restructured the merger into
a stock exchange transaction, whereby Creative Holdings would become a
wholly-owned subsidiary of Altrimega.
Pursuant to the Share Exchange Agreement, effective as of August 15, 2002
by and among Altrimega, Creative Holdings and the shareholders of Creative
Holdings, the shareholders would exchange with, and deliver to, Altrimega 100%
of the issued and outstanding capital stock of Creative Holdings in exchange for
20,000,000 shares of common stock of Altrimega and 1,000,000 shares of Series A
Convertible Preferred Stock of Altrimega. Each share of Series A Convertible
Preferred Stock would be convertible into 300 shares of common stock of
Altrimega.
1
The share exchange was completed on October 17, 2002. At that time,
Creative Holdings became a wholly owned subsidiary of Altrimega. Ultimately,
after certain shares were cancelled, the former shareholders of Creative
Holdings received 13,619,950 shares of Altrimega's common stock.
Between December 21, 2004 and January 5, 2005, Altrimega entered into
releases with each holder of the Company's 1,000,000 shares of Series A
Preferred Stock, which resulted in the cancellation of all of the Company's
outstanding shares of Series A Preferred Stock.
Current Business Operations
As of December 31, 2004, Altrimega is operating as a real estate
development company in Myrtle Beach, South Carolina. Management believes that,
through the proposed acquisition of a Nevada corporation known as Top Gun Sports
& Entertainment, Inc. ("Top Gun"), the Company will re-locate its real estate
development activities to the Long Island, NY area. To date, the Company has
only one real estate development project on which it is working located in North
Myrtle Beach, South Carolina. Management intends to finish developing this one
project through completion. On December 17, 2004, Altrimega Health Corporation,
doing business as Creative Holdings & Marketing Corporation, signed a definitive
Share Exchange Agreement to acquire all of the outstanding shares of common
stock of Top Gun in exchange for the issuance of 15,750,000 shares of the
Altrimega Health Corporation's common stock to the current shareholders of Top
Gun. The closing of the transaction is conditioned upon Altrimega's shareholders
approving a change of the Company's name to Top Gun, a 1-for-1,000 reverse stock
split, and Top Gun receiving a minimum of $750,000 through a private placement
of convertible debt issued by Top Gun. If the share exchange is completed, the
shares that would be issued upon conversion would be shares of the Company. On
March 30, 2005, the parties to the Share Exchange Agreement memorialized an
amendment to the agreement, eliminating certain conditions of closing to the
transaction, including that the Company sell the assets of the Creative
Holdings, Inc. subsidiary and that Top Gun have obtained lease agreements and
permits prior to closing.
Current Projects
The Company's only active real estate project is the Sea Garden Town Home
Community in North Myrtle Beach, South Carolina. The Company is developing this
project through its 80% interest in Sea Garden Funding, LLC, the owner and
developer of the remaining 27 units in a 173 unit, 2 bedrooms, 2 bath town home
community approximately 3 blocks from the Atlantic shoreline. The Company
acquired the project from Sea Garden, LLC on November 13, 2002 for the payment
of $210,000 and the assumption of $1,071,344.66 in mortgages on the real
property held by Horry County State Bank. The remaining 20% interest in Sea
Garden Funding, LLC, is owned by an unaffiliated party, Maxine Roe, a resident
of Myrtle Beach, South Carolina.
The development consists of buildings that have either 4 or 5 town home
units per building. The community currently consists of 146 sold units. The
Company acts as the developer, and hires independent contractors to provide all
of the construction services. The Company is now building 4 and 5 unit town home
buildings and marketing these town homes in the $125,000 to $145,000 range. The
Company believes demand for new units is strong. Revenue is generated as units
are completed and delivered to purchasers. These units are traditional two-story
townhouse units, not time-share units.
The Company completed construction on twenty new units in the year ended
December 31, 2004. All twenty of these units were sold in the year ended
December 31, 2004. Since inception through March 22, 2005, the Company has sold
and closed a total of 73 units of the Sea Garden project.
Competition
There are a number of interval ownership and town home communities in the
greater Myrtle Beach area. Altrimega's project in this area is typically priced
in the medium to upper ranges of $150,000 to $250,000. Our only project under
development, the Sea Garden property, is located approximately three blocks from
the Atlantic coastline and is located in an area that includes more expensive
high-rise condominium properties that average in price from $250,000 to
$500,000. The increased privacy of a town home residence as opposed to a
condominium building residence and the lower pricing of the project as compared
to the surrounding offerings have contributed to the sales of the Sea Garden
project, where most sales have taken place prior to construction being competed
on the units. We expect these trends to remain in place through the completion
of the project sometime this fiscal year. As of March 22, 2005 there remain only
six units that are not under contract for sale.
2
In respect to how the Company's competitive position as compared to other
real estate development companies in this geographic region, management believes
that our position is considerably weaker than most other companies because of
our inability to raise funds or to find guarantors for mortgage loans and our
lack of a significant workforce. The lack of capital causes the Company to not
be able to participate in many projects that are identified. In respect to how
the Company's competitive position as compared to other real estate development
companies in the Long Island, NY area, which would be the region that the
Company's operations would be located if the Top Gun Share Exchange Agreement is
completed, management believes again that our position is considerably weaker
than most other companies because of the lack of experience in developing
multiple projects and our lack of a significant workforce.
Employees
As of March 22, 2005, we have only one paid employee, our President and
Chief Executive Officer, John W. Gandy. While Mr. Gandy is a partner in a
certified public accounting firm, Mr. Gandy is an employee of the Company.
Altrimega has an employment agreement with Mr. Gandy, which started in 2003 that
provides for an annual salary of $100,000 with a 5% increase each year to a
maximum of $125,000, if Altrimega had a profit in the previous year. To date,
Mr. Gandy has only accrued a salary, and beginning July 1, 2003, he informed the
Board of Directors that he would forego any additional salary accruals until
such time as the Company improves its financial position. The Board of Directors
has voted to reinstate Mr. Gandy's salary beginning January 1, 2005, and provide
compensation of $15,000 for the fourth quarter 2004. Our other officer, Ron
Hendrix, Chief Financial Officer, is not currently compensated and spends a
limited amount of time in the business. Because the Company has limited
financial resources, Mr. Hendrix has agreed to perform his services for no
compensation to date.
Risks Related To Our Business
We are subject to various risks that may materially harm our business,
financial condition and results of operations. You should carefully consider the
risks and uncertainties described below and the other information in this filing
before deciding to purchase our common stock. If any of these risks or
uncertainties actually occurs, our business, financial condition or operating
results could be materially harmed. In that case, the trading price of our
common stock could decline.
Future Losses Are Likely To Occur As We Are Dependent On Spending Money To
Evaluate And Pursue Real Estate Projects And Continued Losses Could Cause Us To
Curtail Or Even Cease Our Operations
Since our inception, through December 31, 2003 we have not been profitable
and have lost money on both a cash and non-cash basis. For the year ended
December 31, 2004, we earned our first annual operating profit of $81,923. Our
accumulated deficit was $717,162 as of December 31, 2004. Future losses are
likely to occur, as we are dependent on spending money to evaluate and pursue
real estate projects. No assurances can be given that we will be successful in
reaching or maintaining profitable operations. Accordingly, we may continue to
experience liquidity and cash flow problems.
Altrimega Will Most Likely Need To Raise Additional Capital Or Debt Funding To
Sustain Operations And, If We Are Unable To Raise Additional Capital, When
Necessary, We Could Be Forced To Significantly Reduce Our Operations
Unless Altrimega can become profitable with the existing sources of funds,
Altrimega will require additional capital to sustain operations and may need
access to additional capital or additional debt financing to grow. In addition,
to the extent that we have a working capital deficit and cannot offset the
deficit we may have to raise capital to repay the deficit and provide more
working capital to permit growth in revenues. We cannot assure you that
financing whether from external sources or related parties will be available if
needed or on favorable terms. Our inability to obtain adequate financing will
result in the need to reduce the pace of business operations. Any of these
events could be materially harmful to our business and may result in a lower
stock price.
We Have Been The Subject Of A Going Concern Opinion From December 31, 2004 From
Our Independent Auditors, Which Means That We May Not Be Able To Continue
Operations Unless We Can Become Profitable or Obtain Additional Funding
Our independent auditors have added an explanatory paragraph to their
audit opinions issued in connection with our financial statements for the year
ended December 31, 2004, which states that the financial statements raise
substantial doubt as to Altrimega' ability to continue as a going concern. We
have had an accumulated loss since inception of $717,162 and our current
liabilities exceed our current assets by $347,334 as of December 31, 2004. Our
ability to make operations profitable or obtain additional funding will
determine our ability to continue as a going concern. Our financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
3
If Our Ongoing Operations Do Not Begin To Provide Sufficient Profitability To
Offset The Working Capital Deficit We May Have To Raise Capital Or Debt To Fund
The Deficit Or Cease Operations
We had a working capital deficit of $347,334 at December 31, 2004, which
means that our current liabilities as of that date exceeded our current assets
on December 31, 2004 by $347,334. Current assets are assets that are expected to
be converted to cash within one year and, therefore, may be used to pay current
liabilities as they become due. Our working capital deficit means that our
current assets on December 31, 2004 were not sufficient to satisfy all of our
current liabilities on that date. If our ongoing operations do not begin to
provide sufficient profitability to offset the working capital deficit we may
have to raise capital or debt to fund the deficit or cease operations.
Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
Significantly, Which Could Cause Our Stock Price To Decline Significantly,
Thereby Negatively Affecting Our Ability To Raise Capital
There has been a limited public market for our common stock and there can
be no assurance that a more active trading market for our common stock will
develop. An absence of an active trading market could adversely affect our
shareholders' ability to sell our common stock in short time periods, or
possibly at all. Our common stock has experienced, and is likely to experience
in the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as changes in the overall
economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially. These fluctuations may also cause short
sellers to enter the market from time to time in the belief that Altrimega will
have poor results in the future. We cannot predict the actions of market
participants and, therefore, can offer no assurances that the market for our
stock will be stable or appreciate over time.
Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Sell Their Shares Due To Suitability Requirements
Our common stock is deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline. Penny stocks are stock:
o With a price of less than $5.00 per share;
o That are not traded on a "recognized" national exchange;
o Whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ listed stock must still have a price of not less than $5.00
per share); or
o In issuers with net tangible assets less than $2.0 million (if the
issuer has been in continuous operation for at least three years) or
$10.0 million (if in continuous operation for less than three
years), or with average revenues of less than $6.0 million for the
last three years.
Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.
As A Result Of Our Recent Change In Business Operations To A Real Estate
Development Company, We Have Limited Operating History In Our Current Business,
Which Makes It Difficult Or Impossible To Evaluate Our Performance And To Make
Predictions About Our Future
Altrimega has only acquired one real estate project, the Sea Garden
project. Based on this limited history with real estate projects, it is
difficult or impossible for us to evaluate our operational and financial
performance, or to make accurate predictions about our future performance.
4
ITEM 2. DESCRIPTION OF PROPERTIES
Altrimega owns an 80% share of Sea Garden Funding, LLC. The operating
agreement that governs the rights of the members of Sea Garden Funding, LLC,
Creative Holdings, with an 80% interest and Toe Roe, an unaffiliated party, with
the remaining 20% interest, was entered into on November 10, 2002. Sea Garden
Funding owns the remaining units under construction and sites for future
construction within the Sea Garden Town Home community in North Myrtle Beach,
South Carolina, Sea Garden consists of 146 sold units and 27 units to be
constructed and sold by the developer, Sea Garden Funding, LLC. Three different
banks hold a mortgage on this property in the summary principal amount of
$1,528,312 as of December 31, 2004. The mortgages are satisfied by a $75,000
principal reduction as each new building pad is taken down to develop. Upon sale
and closing of each townhouse located on that building pad, an additional $8,500
is paid to the Bank. The terms of the mortgages on the property are for one
year, with an interest rate of prime plus one-half percent. Currently, that
percentage interest rate is approximately 5.5%. The property, on which this
project is being developed, has been adequately insured. The Sea Garden property
is located approximately three blocks from the Atlantic coastline and is located
in an area that includes more expensive high-rise condominium properties that
average in price from $250,000 to $500,000. The increased privacy of a town home
residence as opposed to a condominium building residence and the lower pricing
of the project as compared to the surrounding offerings have contributed to the
sales of the Sea Garden project, where most sales have taken place prior to
construction being competed on the units. We expect these trends to remain in
place through the completion of the project sometime this fiscal year.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters have been submitted to a vote of our shareholders during the
fiscal year ended December 31, 2004. However, the Exchange Agreement with
Creative Holdings, Inc. requires us to obtain approval of an increased
capitalization to 800 million shares and name change. Based on the cancellation
of the Series A Preferred Stock in December 2004 and January 2005, the Company
has withdrawn its Information Statement to increase its authorized shares of
common stock and change its name to Creative Holdings & Marketing Corporation.
In addition, on January 11, 2005, the Company submitted an Information
Statement filing that set forth three proposals to be approved by a majority
shareholder vote. The three proposals were (1) an amendment to the Company's
articles of incorporation to change the name of the Company to Top Gun Sports &
Entertainment, Inc. (2) To authorize a 1-for-1000 reverse stock split of the
Company's outstanding common stock, par value $0.001 per share. (3) To elect
three new directors. Principal shareholders who collectively hold in excess of
50% of the Company's shares of common stock entitled to vote on the proposals
have indicated their intention to vote in favor of the proposals. This
information statement will require amendment prior to being approved by the
Securities and Exchange Commission, mailing to shareholders, and then the action
being taken by a majority of the shareholders by written consent.
5
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock has been quoted on the NASD's OTC Bulletin Board since
November 1, 2000. Prior to such date management is not aware of the quotation or
trading of the Common Stock through any other medium. The table below sets
forth, for the respective periods indicated, the prices for our common stock in
the over-the-counter market as reported by the NASD's OTC Bulletin Board.
The bid prices represent inter-dealer quotations, without adjustments for
retail mark-ups, mark-downs or commissions and may not necessarily represent
actual transactions.
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Period Ended December 31, 2003 High Bid Low Bid
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First Quarter $0.025 $0.003
Second Quarter $0.011 $0.002
Third Quarter $0.008 $0.004
Fourth Quarter $0.011 $0.002
Period Ended December 31, 2004 High Bid Low Bid
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First Quarter $0.011 $0.005
Second Quarter $0.008 $0.002
Third Quarter $0.009 $0.001
Fourth Quarter $0.018 $0.003
Period Ended March 31, 2005 High Bid Low Bid
--------------------------- -------- -------
First Quarter $0.005 $0.003
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At March 22, 2005, our Common Stock was quoted on the OTC Bulletin Board
at a bid and asked price of $0.0031 and $0.004, respectively. At December 31,
2004, we had approximately 83 shareholders of record. The Company has 49,139,950
shares of common stock and no shares of preferred stock outstanding as of March
22, 2004. The Company's authorized capital stock consists of 50,000,000 shares
of common stock and 10,000,000 shares of preferred stock.
Dividends
Altrimega has not declared or paid cash dividends on its Common Stock
since its inception and does not anticipate paying such dividends in the
foreseeable future. The payment of dividends may be made at the discretion of
the Board of Directors and will depend upon, among other factors, on Altrimega's
operations, its capital requirements, and its overall financial condition.
Changes In Securities
During the years ended December 31, 2002, December 31, 2003, and December
31, 2004, Altrimega issued the following unregistered securities:
As a result of the share exchange agreement with Creative Holdings,
Altrimega issued the former stockholders of Creative Holdings 13,619,950 shares
of common stock and 1,000,000 shares of series A convertible preferred stock.
The Company issued 3,000,000 for accounts payable of $79,500 at $0.03 per
share to Earl Ingarfield, an unaffiliated party in 2002.
The Company issued 3,200,000 for cash and services at $0.001 per share to
the Company's founders in 2002.
6
Securities Authorized For Issuance Under Equity Compensation Plan
There have been no securities authorized for issuance under equity
compensation plans for the Company during December 31, 2004.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements, and the Notes thereto included herein.
The information contained below includes statements of Altrimega's or
management's beliefs, expectations, hopes, goals and plans that, if not
historical, are forward-looking statements subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements. For a discussion on
forward-looking statements, see the information set forth in the Introductory
Note to this Annual Report under the caption "Forward Looking Statements", which
information is incorporated herein by reference.
Going Concern
As reflected in Altrimega's financial statements for the twelve months
ended December 31, 2004, Altrimega's accumulated deficit of $717,162 and its
working capital deficiency of $347,334 raise substantial doubt about its ability
to continue as a going concern. The ability of Altrimega to continue as a going
concern is dependent on Altrimega's ability to raise additional debt or capital.
The financial statements for December 31, 2004 do not include any adjustments
that might be necessary if Altrimega is unable to continue as a going concern.
Critical Accounting Policies And Estimates
Management's discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires that we make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. At each balance
sheet date, management evaluates its estimates. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. The estimates and critical
accounting policies that are most important in fully understanding and
evaluating our financial condition and results of operations include those
listed below.
Revenue Recognition
Gains from sales of operating properties and revenues from land sales are
recognized using the full accrual method provided that various criteria relating
to the terms of the transactions and any subsequent involvement by the Company
with the properties sold are met. Gains or revenues relating to transactions
which do not meet the established criteria are deferred and recognized when the
criteria are met or using the installment or cost recovery methods, as
appropriate in the circumstances. For land sale transactions under terms in
which the Company is required to perform additional services and incur
significant costs after title has passed, revenues and costs of sales are
recognized proportionately on a percentage of completion basis. Deposits
received prior to closing are recorded as a liability until the consummation of
the sale at which time such amounts are generally applied toward the purchase
price.
Cost of land sales is generally determined as a specific percentage of
land sales revenues recognized for each land development project. The cost
percentages used are based on estimates of development costs and sales revenues
to completion of each project and are revised periodically for changes in
estimates or development plans. The specific identification method is used to
determine cost of sales of certain parcels of land.
Properties
Properties under development are carried at cost reduced for impairment
losses, where appropriate. Properties held for sale are carried at cost reduced
for valuation allowances, where appropriate. Acquisition, development and
construction costs of properties in development and land development projects
are capitalized including, where applicable, salaries and related costs, real
estate taxes, interest and preconstruction costs. The pre-construction
development (or an expansion of an existing property) includes efforts and
related costs to secure land control and zoning, evaluate feasibility, and
complete other initial tasks, which are essential to development. Provisions are
made for potentially unsuccessful preconstruction efforts by charges to
operations.
7
Properties held for sale are carried at the lower of their carrying values
(i.e., cost less accumulated depreciation and any impairment loss recognized,
where applicable) or estimated fair values less costs to sell. Generally,
revenues and expenses related to property interests acquired with the intention
to resell are not recognized.
Stock-based compensation
The Company applies Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and Related Interpretations, in
accounting for stock options issued to employees. Under APB No. 25, employee
compensation cost is recognized when estimated fair value of the underlying
stock on date of the grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees, the Company applies SFAS No. 123,
Accounting for Stock-Based Compensation, which requires the recognition of
compensation cost based upon the fair value of stock options at the grant date
using the Black-Scholes option pricing model.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.
Principals Of Consolidation
The consolidated financial statements shown in this report excludes the
historical operating information of the parent before September 30, 2002, and
includes the operating information of the subsidiary, Creative Holdings, Inc.,
from July 3, 2002 (date of inception of the subsidiary), and the operating
information of Sea Garden Funding, LLC from November 2002 (the date of the
purchase of 80% of the LLC) to December 31, 2002.
All intercompany transactions have been eliminated.
Results Of Operations For The Year Ended December 31, 2004, Compared To The Year
Ended December 31, 2003
Revenues
Revenue for the year ended December 31, 2004, was $1,989,389 an increase
of $1,084,471, as compared to $904,918 in revenue for the year ended December
31, 2003. The increase in revenues in 2004 was attributable to increased sales
of units at the Sea Garden project, where the Company sold 20 units in 2004, as
compared to 10 units in 2003. We anticipate revenues for the fiscal year ending
2005 to consist mainly or completely of the sale of units at the Sea Garden
Project.
Cost of Revenue. Cost of revenue for the year ended December 31, 2004 was
$1,697,761, or 85% of revenue, as compared to December 31, 2003, where cost of
revenue was $861,757, or 95.23% of revenue. The cost of revenue relates to
construction and other costs of units at the Sea Garden project.
Gross profit. Gross profit for the year ended December 31, 2004 was $291,
628, or 14.6% of revenue as compared to December 31, 2003, where gross profit
was $43,161, or 4.77% of revenue. The gross profit relates to the sale of units
at the Sea Garden project
Operating Expenses. Operating expenses for the year ended December 31,
2004 were $135,531, or 6.8% of revenue as compared to December 31, 2003, where
operating expenses were $101,025, or 11.16% of revenue. Operating expenses in
2004 consisted of $15,000 in consulting and professional fees and $120,531 in
general and administrative expenses. The increase of $34,506 from 2003 to 2004
was almost entirely attributable to increased sales activity at the Sea Garden
project.
Other Income (Expense). Other income (expense) for the year ended December
31, 2004, was a net expense of $31,688, a decrease of $50,327, as compared to a
net expense of $82,015 for the year ended December 31, 2003. The decrease in
other expense in 2004 was primarily attributable to less interest expense from
loans used in the construction of two buildings at Sea Gardens and the two
mortgages on the remaining land at the Sea Garden project.
8
Net Income. Altrimega had net income of $81,923 for the fiscal year ended
December 31, 2004, as compared to a net loss of $132,822 for the fiscal year
ended December 31, 2003. This increase was mostly attributable to an increase in
sales at the Sea Garden project in 2004.
Liquidity And Capital Resources
Altrimega's financial statements have been prepared on a going concern
basis that contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. Altrimega had a
net income of $81,923 and a net loss of $132,822 for the years ended December
31, 2004 and December 31, 2003, respectively, and has an accumulated deficit of
$717,162 at December 31, 2004. As of December 31, 2004, we had assets of
$1,711,739 and liabilities of $1,964,913, a difference of $253,174.
Additionally, our current assets were $1,617,579 and our current liabilities
were $1,964,913, creating a working capital deficit of $347,334. The majority of
the assets, $1,612,448, consist of building sites contained within the Sea
Garden Town Home Community. Consequently, the majority of our liabilities,
$1,528,312, are mortgage loans on the Sea Garden assets. Accounts payable to
related parties equal to $276,858 are also included in our liabilities.
Management recognizes that Altrimega must generate or obtain additional capital
to enable it to continue operations. Management is planning to obtain additional
capital principally through the sale of equity securities. The realization of
assets and satisfaction of liabilities in the normal course of business is
dependent upon Altrimega obtaining additional equity capital and ultimately
obtaining profitable operations. However, Altrimega may not be successful in
these activities. Should any of these events not occur, the accompanying
consolidated financial statements will be materially affected.
As of March 22, 2005, the Company had cash on hand of $35,636
Any shortfall in working capital has been met through advances from our
president, John Gandy, and other shareholders who have advanced funds to pay
expenses incurred by the Company from time to time. At no time during the fiscal
year 2003 or 2004 did these short term loans exceed $50,000.
We anticipate that we will require significant capital to maintain our
corporate viability and execute our plan to develop real estate projects. We
anticipate necessary funds will most likely be provided by our existing
shareholders, our officers and directors, and outside investors. We will require
significant loan guarantees to acquire properties for development and to
complete construction on any additional construction projects. We may be
required to pledge equity in the Company to induce individuals, officers or
directors or other shareholders to guarantee our loans when necessary.
Altrimega is at present meeting its current obligations from its monthly
cash flows, which during 2003, 2004, and to date in 2005 has included cash from
operations, investor capital, and loans from related parties. However, due to
insufficient cash generated from operations, Altrimega currently does not have
internally generated cash sufficient to pay all of its incurred expenses and
other liabilities. As a result, Altrimega is dependent on investor capital and
loans to meet its expenses and obligations. Although related party loans have
allowed Altrimega to meet its obligations in the recent past, there can be no
assurances that Altrimega's present methods of generating cash flow will be
sufficient to meet future obligations. However, Altrimega may not be able to
raise sufficient additional capital in the future.
Cash used by operating activities was $681,759 for the year ended December
31, 2004, compared to cash provided of $549,342 for 2003. The increase in cash
used was due primarily to the development of additional sites at the Sea Garden
project.
Cash provided by financing activities was $683,312 during fiscal year
2004, compared to cash used by financing activities of $594,656 during the same
period in 2003. This difference was mainly due to an increase in loan proceeds
and loan payments on notes payable in 2004.
As of December 31, 2004, the Company has six notes payable totaling
$1,528,312. The outstanding balances are secured by real estate, payable in
quarterly installments of interest only at the rate between 5% and 6% and
maturities during April through October 2005.
We have incurred losses since inception until fiscal year ended December
31, 2003. Management believes that it will generate sufficient cash flow to fund
overall Company operations for the next twelve months. This amount does not
include monies necessary to construct new townhouse units at Sea Garden or if
the transaction with Top Gun is consummated.
9
Plan Of Operation For 2005
The Company derives its revenue from the sale of developed or undeveloped
real estate parcels. As of 2004 and 2005, the Company has one project generating
revenues, Sea Garden Town Homes, located in North Myrtle Beach, South Carolina.
These Town Homes sell in the $125,000 to $145,000 range per Town Home unit. The
Company owns the building sites for an additional 27 units and is under
construction on these units Altrimega plans to locate, evaluate and proceed to
finance and develop multiple projects. Through its proposed acquisition of Top
Gun management plans to develop projects outside of the Myrtle Beach, South
Carolina area. The Top Gun development projects are in the Long Island, NY area.
Management believes that this area combined with the Myrtle Beach, SC area
provides the population growth necessary to achieve profits from new
construction projects. For the last three years, management believes Horry
County, South Carolina has been one of the top three fastest growing counties in
the United States. In 1997, Horry County showed a population of only 180,000.
Based on current projections and the 2000 census data, we believe the county
will have a population of 500,000. The principal industries of the area are
tourism related. Myrtle Beach is considered a drive-in market, where tourists
will drive their cars rather than fly to the destination. The tourism industry
in Myrtle Beach has developed three seasons, spring golf, summer beach vacations
and fall golf. The spring and fall golf seasons bring approximately 150,000
visitors per week to play on the areas over 100 golf courses. The summer
vacation season brings in approximately 400,000 per week. The average tourist
stay is one week.
On December 17, 2004, the Company, Top Gun Sports, and the shareholders of
Top Gun Sports entered into a Share Exchange Agreement relating to a share
exchange transaction. Pursuant to the Share Exchange Agreement, the Company
shall receive 100% of the outstanding common stock of Top Gun Sports, and the
shareholders of Top Gun Sports shall receive 15,750,000 post reverse split
shares of the Company's common stock. The closing of the transaction is
contingent on the Company completing the 1-for-1000 reverse stock-split that is
subject of an Information Statement currently under review by the Securities and
Exchange Commission, and will require amendment prior to being mailed to
shareholders. While Top Gun Sports has no operating history, it intends to build
and operate a professional, state-of-the-art multi-venue motorsports and
entertainment facilities. Top Gun Sports also intends to pursue acquisitions of
motorsports and entertainment facilities and companies across the U.S. Top Gun
Sports' first location is slated to be on county-owned land in Yaphank-Suffolk
County, Long Island. Top Gun Sports intends to enter into a public/private joint
venture with Suffolk County on approximately 376 acres of land in the area west
of Yaphank Avenue in the Town of Brookhaven, adjacent to the Grucci Fireworks
plant, the Firematic training facility and the county prison farm. Top Gun
Sports intends to build the facility in a multi-phased process by which major
revenue can be generated by operating venues as they are completed. The
family-friendly facility will provide reasonable, affordable sports, recreation
and entertainment to all. The construction will be done with the utmost
importance and respect given to preserving, sustaining and protecting the
environment of the facility and neighboring communities. Management believes
that the Top Gun Sports project will fulfill the need Top Gun Sports believes
exists for a major legal motorsport destination on Long Island. As a condition
precedent to the Company closing the share exchange agreement with Top Gun
Sports, Top Gun Sports must complete a private placement raising a minimum of
$750,000 and a maximum of $1,500,000 through the sale of 2-year, 9% convertible
notes. The fixed conversion price of the convertible notes is $0.50 per share of
common stock. Top Gun Sports shall issue a warrant to purchase 1 share of stock
at an exercise price of $1.50 per share for each $1.00 of convertible notes
purchased. If the share exchange is completely, Altrimega will have the
obligation to repay these debentures. Based on the delays associated with
obtaining shareholder approval concerning the conditions of the share exchange
agreement, there is a possibility that the Top Gun share exchange will not
close.
Our continuation as a going concern is dependent on our ability to meet
our obligations and obtain additional debt or equity financing required until
our current and proposed real estate projects are under way and generating
earnings. Until such time as these projects are generating earnings, we have
taken the following steps to revise our operating and financial requirements in
an effort to enable us to continue in existence:
o We have reduced administrative expenses to a minimum by
consolidating management responsibilities to our president and chief
executive officer.
o We intend to seek either equity or further debt funding.
o We intend to attempt to obtain the professional services of
third-parties through favorable financing arrangements or payment by
the issuance of our common stock.
We believe that the foregoing plan should enable us to generate sufficient
funds to continue our operations for the next twelve months.
10
Management has implemented this plan to overcome the Company's serious
going concern conditions. The first step is to reduce operating costs. To this
end the Company's President and Chief Executive Officer, John Gandy, has assumed
almost all of the Company's functions from sales and marketing, locating and
evaluating new real estate projects, most accounting functions, shareholder
relations and general administrative functions. Mr. Gandy has foregone any
compensation for the last half of 2003 and through September 30, 2004 period. In
the fourth quarter of 2004 Mr. Gandy received a salary accrual of $15,000. The
Company's Chief Financial Officer is receiving no compensation. Management
believes it will be able to reduce consulting expense in the next fiscal year.
Only one consultant is on hand for additional help in evaluating projects and
working with the accounting and reporting functions of the Company.
Administrative expenses, including mostly legal and accounting charges, will
constitute the largest expense items for the year. The Company has made
arrangements with these outside professionals to work more efficiently with them
to help reduce the overall costs associated with these services.
In addition, the Company believes it has located some potential sources of
equity financing that could contribute to the Company's financial requirements
in the upcoming fiscal year. This element is especially critical to the
Company's going concern situation. Before these sources can be fully explored,
the Company had to correct some of its prior filings with the Securities and
Exchange Commission. Management has corrected its prior 1934 Securities Act
filings, including its annual report of for 10-KSB for the fiscal year ended
December 31, 2002, and its quarterly reports on Forms 10-QSB for the quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003 and currently has no
additional amendments required. Management intends to explore these potential
sources of funding over the next several months.
For the next 12 months, even without consummating the Top Gun share
exchange, we believe that we will need $150,000 to continue to fund basic
operations, in addition to funding necessary to acquire and develop real estate
projects. The Company anticipates approximately $50,000 in consulting fees in
the next fiscal year and only minor operating expenses. If the Top Gun
transaction is completed, we believe we should have sufficient funding based on
the funds raised by Top Gun as a condition of the share exchange agreement. Any
new real estate projects will require debt financing. In summary, we expect to
meet operating expenses with existing cash flow and seek out other sources of
funding to develop additional real estate projects.
The Company plans to continue operating with small administrative and
consulting fees in the next fiscal year in order to continue operations.
Continuing to work with its accounting and legal professionals more efficiently,
the Company believes it may be able to reduce its fees for such services. In
addition, the Company plans to utilize only one consultant for accounting
services.
From time to time, Altrimega may evaluate potential acquisitions involving
complementary businesses, content, products or technologies.
Current Accounting Pronouncements
Financial Accounting Standards Board Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, addresses consolidation by business
enterprises of variable interest entities. It is effective immediately for
variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities acquired before February 1, 2003. The implementation of
Interpretation No. 46 did not have a material effect on the Company's financial
statements.
In April 2003, the FASB issued SFAS No. 149, Amendment of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
amends SFAS No. 133 for decisions made (1) as part of the Derivatives
Implementation Group process that effectively required amendments to SFAS No.
133, (2) in connection with other Board projects dealing with financial
instruments, and (3) in connection with implementation issues raised in relation
to the application of the definition of a derivative. The Statement clarifies
under what circumstances a contract with an initial net investment meets the
characteristics of a derivative discussed in paragraph 6(b) of SFAS No. 133,
clarifies when a derivative contains a financing component, amends the
definition of underlying to conform it to language used in FASB Interpretation
No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, and amends certain
other existing pronouncements. Those changes will result in more consistent
reporting of contracts as either derivatives or hybrid instruments. This
statement is effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003. The
implementation of SFAS No. 149 did not have a material effect on the Company's
financial statements.
11
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. In
addition, the statement requires an issuer to classify certain instruments with
specific characteristics described in it as liabilities. This statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The implementation of SFAS No. 150 did not have a
material effect on the Company's financial statements.
In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary
Assets, an amendment of APB No. 29, Accounting for Nonmonetary Transactions.
SFAS 153 requires exchanges of productive assets to be accounted for at fair
value, rather than at carryover basis, unless (1) neither the asset received nor
the asset surrendered has a fair value that is determinable within reasonable
limits or (2) the transactions lack commercial substance. SFAS 153 is effective
for nonmonetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The Company does not expect the adoption of this standard to have a
material effect on its financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement 123 (revised 2004) which is a
revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.
This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. This Statement establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. This Statement focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. This Statement requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award--the
requisite service period (usually the vesting period). The Company files as a
small business issuer and must meet the requirements of this Statement for
accounting periods after December 15, 2005. The Company is evaluating SFAS 123R
and believes it may have a material effect on the Company's financial
statements.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements of Altrimega Health Corporation
required by Regulation S-B are attached to this report. Reference is made to
Item 13 below for an index to the financial statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
To the Company's knowledge, the Company has had no disagreements with its
certified public accountants with respect to accounting practices or procedures
of financial disclosure. The Company had difficulty contacting its former
accountants, Sellers & Anderson, L.L.C., and ultimately on March 29, 2004,
Altrimega changed its accountants to L. L. Bradford, LLC. The Company filed a
corresponding Form 8-K on April 14, 2004.
ITEM 8A. CONTROLS AND PROCEDURES
(A) Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
period covered.
(B) Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls
during the Company's fourth fiscal quarter ended December 31, 2004, the
Company's Principal Executive Officer and Principal Financial Officer have
determined that there are no changes to the Company's internal controls over
financial reporting that has materially affected, or is reasonably likely to
materially effect, the Company's internal controls over financial reporting.
12
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
General
The following table sets forth certain information regarding the current
directors and executive officers of the Company:
--------------------------------------------------------------------------------
POSITION(S)
NAME AGE WITH THE COMPANY DIRECTOR SINCE
---- --- ---------------- --------------
John W. Gandy 51 President, C.E.O. and Director September 2002
Ron Hendrix 60 Secretary and Director December 2002
John Smith III 43 Director December 2002
There are no family relationships among any of the directors or executive
officers of the Company. None of the Company's directors or executive officers
is a director of any company that files reports with the SEC. None of the
Company's directors have been involved in any bankruptcy or criminal proceeding
(excluding traffic and other minor offenses), nor has been enjoined from
engaging in any business.
Altrimega's directors were appointed in connection with the Share Exchange
Agreement between the Company Creative Holdings and hold office until their
successors are elected. Altrimega intends to elect new directors through written
consent during 2005. Altrimega's officers are appointed by the Board of
Directors and serve at the pleasure of the Board and are subject to employment
agreements, if any, approved and ratified by the Board.
Altrimega does not currently have an audit committee, and the Board of
Directors serves this function. Both John Gandy and Ron Hendrix qualify as audit
committee financial experts, as defined by Regulation S-B Item 401. Neither Mr.
Gandy, nor Mr. Hendrix are independent as that term is defined under the
Exchange Act.
The following information is furnished for each of the executive officers
and directors of the Company:
John W. Gandy serves as our President and Chief Executive Officer and is
the chairman of our board of directors starting in September 2002. Mr. Gandy
graduated from Wofford College in 1976 and received a Masters of Business
Administration degree from Wake Forest University. Mr. Gandy has worked on
numerous real estate development projects in the Carolinas including resort golf
course and ocean front developments. Mr. Gandy became a partner in the
accounting firm of Hendrix & Gandy in September 2000. Prior to that, Mr. Gandy
was a partner in the accounting firm of Rabon, Hendrix Gandy & Grimball,
starting in 1999. During 1996 through 1999, Mr. Gandy consulted with various
business entities. Mr. Gandy is a Certified Public Accountant with over twenty
years experience and is currently also a partner in the firm Hendrix and Gandy.
Ron Hendrix serves as our Chief Financial Officer and is a member of our
board of directors since December 2002. Mr. Hendrix is a certified public
accountant with over 25 years experience in real estate, accommodations and
recreation accounting and consulting. He is a partner in the firm of Hendrix &
Gandy located in Myrtle Beach, South Carolina, starting in September 2000. Prior
to that Mr. Hendrix was a partner in the accounting firm of Rabon, Hendrix,
Gandy & Grimball, starting in 1999. Prior to that, Mr. Hendrix was a partner in
the accounting firm of Hendrix, King & Godbold for over ten years. Mr. Hendrix
is a graduate of Coastal Carolina University.
John F. Smith III serves on our board of directors. Mr. Smith is the sole
owner of Strategic Marketing, an advertising and market positioning consultant
firm in the Myrtle Beach area since prior to 1997. Strategic Marketing
represents golf course operators, hotels, entertainment facilities and
restaurants in the Carolinas. Mr. Smith is a graduate of Coastal Carolina
University.
Pursuant to the information statement that is currently being reviewed by
the Securities and Exchange Commission, a majority of the Company's shareholders
intend to vote in favor of the following directors:
13
Peter Scalise III. Mr. Scalise has been developing the Top Gun business
plan model as CEO of Northeast Motorsports Inc. for the past five years from
October 1999-March 2004. He has also been the owner of a nutrition company and
has been following and competing in the sport of motocross since the age of
three. Mr. Scalise is thoroughly familiar with the sport and has been involved
on the associate level for the Supercross Series. Mr. Scalise will also serve as
Chairman of the Board of Directors and as President conditioned on the close of
the Top Gun Sports share exchange agreement.
Neil A Rosenberg. Mr. Rosenberg has been the COO of ITTCO Sales Co Inc.,
in Ronkonkoma, LI, NY, a national wholesale distributor of specialty appearance
auto parts and accessories in the U.S. founded in 1978, which he ran from
1978-2004. Mr. Rosenberg is an electrician by trade also has extensive
experience in Cable TV, Construction industries. Mr. Rosenberg will also serve
as Secretary, Treasurer and Chief Financial Officer of the Company conditioned
on the close of the Top Gun Sports share exchange agreement.
Dr. Robert J. Waylonis. Mr. Waylonis has been retired for the past five
years from a very successful OB-GYN practice in the Pittsburgh, PA area for over
40 years. He was one of the first LOTUS automobile dealers in the US with Lotus
Cars Of Pittsburgh he later brought in the Datsun line of automobiles and
changed the name to Waylonis Motors Of Pittsburgh. He has sponsored several SCCA
race teams and is an avid NASCAR fan frequenting dozens of races across the US
yearly.
Compliance With Section 16(a) Of The Exchange Act
Our common stock is registered under Section 12(g) of the Exchange Act and
in connection therewith, directors, officers, and beneficial owners of more than
10% of our common stock ("Reporting Persons") are required to file on a timely
basis certain reports under Section 16 of the Exchange Act as to their
beneficial ownership of our common stock. We believe that under the SEC's rules
for reporting of securities transactions by Reporting Persons, the required
reports have not been filed. The Company has been informed that these reports
are in the process of being filed.
Code Of Ethics
On May 10, 2004, the Board of Directors of the Company adopted a written
Code of Ethics designed to deter wrongdoing and promote honest and ethical
conduct, full, fair and accurate disclosure, compliance with laws, prompt
internal reporting and accountability to adherence to the Code of Ethics. This
Code of Ethics has been filed with the Securities and Exchange Commission as an
Exhibit to this Form 10-KSB.
ITEM 10. EXECUTIVE COMPENSATION
Cash Compensation
There was no cash compensation paid to any of our directors or executive
officers during the fiscal years ended December 31, 2004, 2003, and 2002.
Employment Agreements
Altrimega has an employment agreement with John Gandy, starting in 2003,
which provides for an annual salary of $100,000 with a 5% increase each year to
a maximum of $125,000, if the Company had a profit in the previous year. No
amounts have been paid by the Company under this agreement. The Company has
accrued $50,000 for payments due Mr. Gandy for the first two quarters of 2003.
Mr. Gandy has agreed to no additional compensation from July 1, 2003 through
September 30, 2004. The board of directors has decided to reinstate the salary
beginning January 31, 2005 and accrue a salary of $15,000 for the fourth quarter
of 2004.
Bonuses and Deferred Compensation
None.
Compensation Pursuant To Plans
None.
14
Pension Table
None.
Other Compensation
None.
Compensation Of Directors
None.
Termination Of Employment And Change Of Control Arrangement
We have no compensatory plans or arrangements, including payments to be
received from us, with respect to any persons which would in any way result in
payments to any person because of his resignation, retirement, or other
termination of such person's employment by us, or any change in our control, or
a change in the person's responsibilities following a changing in our control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership Of Certain Beneficial Owners
The following table sets forth as of March 22, 2005, the name, address and
the number of shares of our common stock held of record or beneficially by each
person who was known by us to own beneficially, more than 5% of our 49,139,950
issued and outstanding shares of common stock. In addition, the table sets forth
the name and shareholdings of each director and of all officers and directors as
a group.
Security Ownership Of Certain Beneficial Owners (Common)
--------------------------------------------------------------------------------
Amount and
Nature of
Name and Address Beneficial Percentage
Title of Class Beneficial Owner Ownership(1) of Class(2)
-------------- ---------------- ------------ -----------
Common Rio Investment Group, LLC 6,200,000 13.43%
25 Greystone Manor
Lewes, Delaware 19958
Common Great West, LLC 4,879,750 10.57%
2033 Main Street
Sarasota, FL 34231
15
Security Ownership Of Management Of Altrimega (Common)
--------------------------------------------------------------------------------
Amount and
Nature of
Name and Position Beneficial Percentage
Title of Class of Officer and/or Director Ownership(1) of Class(2)
-------------- -------------------------- ------------------------
Common
Common John W. Gandy, President, C.E.O.
and Director 2,554,750 5.19%
Common Chicora Beach Holiday** 14,825 0.02%
Common Wofford Capital*** 33,737 0.05%
Common Gandy Associates^ 625,000 1.28%
Common Gandy Family Investments^^ 750,000 1.54%
Common Ron Hendrix, C.F.O., Secretary 1,668,250 3.41%
Common Hendrix & Gandy* 21,000 0.03%
Common John Smith III, Director 348,400 0.72%
---------- -----
Common All Officers and Directors as a
Group (3 Persons) 4,840,962 9.85%
Common Total Beneficial Ownership 6,015,962 12.24%
========== ======
(1) Applicable percentage of ownership is based on 49,139,950 shares of common
stock outstanding as of March 22, 2005 for each stockholder. Beneficial
ownership is determined in accordance within the rules of the Commission
and generally includes voting of investment power with respect to
securities. Shares of common stock subject to securities exercisable or
convertible into shares of common stock that are currently exercisable or
convertible within 60 days of March 22, 2005 are deemed to be beneficially
owned by the person holding such preferred shares for the purpose of
computing the percentage of ownership of such persons, but are not treated
as outstanding for the purpose of computing the percentage ownership of
any other person.
(2) The percentage calculation has been rounded to the nearest one-hundredth
of a percent.
(3) Ownership percentage based on officers and directors' percentage ownership
of entity, as set forth below.
* Hendrix & Gandy is owned 50% by John W. Gandy and 50% by Ron Hendrix.
** Chicora Beach Holiday is owned 25% by John W. Gandy.
*** Wofford Capital is owned 16.66% by John W. Gandy.
^ Gandy Associates is owned 50% by John W. Gandy.
^^ Gandy Family Investments is owned 30% by John W. Gandy.
16
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions With Management And Others
Except as indicated below, and for the periods indicated, there were no
material transactions, or series of similar transactions, since the beginning of
the Company's last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which we were or are a party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by us to own of record or beneficially more
than 5% of any class of our common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.
In 2003, Altrimega has accounts payable totaling $69,500 to officers -
directors, or their affiliate entitles for services rendered.
During the first quarter of 2003, the Company issued 3,000,000 shares of
common stock in satisfaction of accounts payable of $79,500 (including interest
of $39,500).
Accounts receivable - related party. The Company has made a non-interest
bearing, due on demand loan to the minority interest holder of Sea Garden
Funding LLC, which as of December 31, 2004 totaled $59,160.
Accounts payable - related parties. As of December 31, 2004,
officers-directors, and their controlled entities have made non-interest
bearing, due on demand loans to the Company totaling $276,858.
Indebtedness Of Management
There were no material transactions, or series of similar transactions,
since the beginning of our last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which we were or are a
party, in which the amount involved exceeds $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record or
beneficially more than 5% of any class of our common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
Transactions With Promoters
There have no material transactions between us and our promoters or
founders.
17
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The audited financial statements for 2004 are
attached to this report.
(a)(2) Exhibits. The following exhibits are included as part of this
report:
--------------------------------------------------------------------------------
Exhibit
Number Title of Document Location
------ ----------------------------------- ---------------------------------
2.01 SHARE EXCHANGE AGREEMENT among Incorporated by reference to the
Altrimega Health Corporation, Company's report on Form 8-K,
Creative Holdings, Inc. and the dated October 2, 2002
Shareholders of Creative Holdings,
Inc., dated as of September 2, 2002
4.01 CERTIFICATE OF DESIGNATION AS OF Incorporated by reference to
SEPTEMBER 30, 2002 Exhibit 4.01 to the Company's
Form 10-KSB filed on May 20, 2003
14.1 Code of Ethics Provided herewith
31.1 Certification by Chief Executive Provided herewith
Officer pursuant to 15 U.S.C.
Section 7241, as adopted pursuant
to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification by Chief Financial Provided herewith
Officer pursuant to 15 U.S.C.
Section 7241, as adopted pursuant
to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification by Chief Executive Provided herewith
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
99.1 Share Exchange Agreement with Top Incorporated by reference to
Gun Sports Exhibit 99.1 to the Company's
Form 8-K filed on December 23,
2004
99.2 Amendment to Share Exchange Provided herewith
Agreement
99.3 Sea Garden Agreement Incorporated by reference to
Exhibit 99.1 to the Company's
Form 10-KSB/a filed on
January 11, 2005
18
(b) Reports on Form 8-K.
On April 14, 2004, the Company filed a Form 8-K reporting under Item 4
that the Company engaged L.L. Bradford & Company, LLC, as its independent
auditors, replacing Seller & Andersen, L.L.C.
On October 13, 2004, the Company filed a Form 8-K reporting under Item 5
that the Company signed a Letter of Intent to acquire all of the issued and
outstanding shares of Top Gun Sports & Entertainment, Inc.
On December 23, 2004, the Company filed a Form 8-K reporting under Item 5
that the Company signed a definitive Share Exchange agreement to acquire all of
the issued and outstanding shares of Top Gun Sports & Entertainment, Inc.
On January 11, 2005, the Company filed a Form 8-K reporting under Item
1.01 that the Company signed releases with all of the holders of the Company's
Series A Preferred Stock which resulted in the cancellation of all of that
series of stock.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Altrimega incurred the following principal accounting fees for the year
ended December 31, 2004 and December 31, 2003.
Audit Fees. The aggregate fees billed for professional services rendered
was $10,000 each for the audits of the Altrimega's annual financial statements
for the fiscal years ended December 31, 2003 and December 31, 2004, and the
reviews of the financial statements included in Altrimega's annual and quarterly
reports for those fiscal years.
Audit-Related Fees. No fees were billed in either of the last two fiscal
years for assurance and related services by the principal accountant.
Tax Fees. No fees were billed in either of the last two fiscal years for
tax compliance, tax advice of tax planning.
All Other Fees. No other fees were billed during the two fiscal years.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
March 31, 2005 ALTRIMEGA HEALTH CORPORATION
By: /s/ John Gandy
--------------------
John Gandy,
Chief Executive Officer and Director
March 31, 2005 By: /s/ Ron Hendrix
--------------------
Ron Hendrix,
Chief Financial Officer, Principal
Financial Officer, Secretary and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ John Gandy March 31, 2005
------------------------------------
John Gandy,
Chief Executive Officer and Director
/s/ Ron Hendrix March 31, 2005
------------------------------------
Ron Hendrix,
Chief Financial Officer, Principal
Financial Officer, Secretary
and Director
/s/ John Smith III March 31, 2005
------------------------------------
Director
20
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(With Report of Independent Registered Public Accounting Firm Thereon)
F-i
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE NO.
--------
Report of Independent Certified Public Accountants F-1
Consolidated financial statements F-2
Consolidated balance sheet F-2
Consolidated statements of operations F-3
Consolidated statement of stockholders' deficit F-4
Consolidated statements of cash flows F-5
Notes to consolidated financial statements F-5
F-ii
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Altrimega Health Corporation and Subsidiary
Myrtle Beach, South Carolina
We have audited the accompanying consolidated balance sheet of Altrimega Health
Corporation and Subsidiary as of December 31, 2004, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended
December 31, 2004 and 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Altrimega Health Corporation
and Subsidiary as of December 31, 2004, and the results of its activities and
cash flows for the years ended December 31, 2004 and 2003 in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered losses from
operations and current liabilities exceed current assets, all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
L.L. Bradford & Company, LLC
March 22, 2005
Las Vegas, Nevada
F-1
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004
ASSETS
Current assets
Cash $ 3,292
Accounts receivable 1,839
Properties held for development or sale 1,612,448
-------------
Total current assets 1,617,579
Other assets
Accounts receivable - related party 59,160
Deposits 35,000
-------------
Total other assets 94,160
-------------
Total assets $ 1,711,739
==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Notes payable $ 1,528,312
Accounts payable - related parties 276,858
Accounts payable 159,743
--------------
Total current liabilities 1,964,913
--------------
Total liabilities 1,964,913
Minority interest 32,288
Commitments and contingencies --
Stockholders' deficit
Preferred stock; $0.001 par value; 10,000,000 shares
authorized, no shares issued and outstanding --
Common stock; $0.001 par value; 50,000,000 shares
authorized, 49,139,950 shares issued and outstanding 49,140
Additional paid-in capital 382,560
Accumulated deficit (717,162)
-------------
Total stockholders' deficit (285,462)
-------------
Total liabilities and stockholders' deficit $ 1,711,739
=============
See Accompanying Notes to Financial Statements.
F-2
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31,
--------------------------------
2004 2003
-------------- --------------
Revenue $ 1,989,389 $ 904,918
Cost of revenue 1,697,761 861,757
-------------- --------------
Gross profit 291,628 43,161
Operating expenses
Consulting and professional fees 15,000 69,500
General and administrative 120,531 31,525
-------------- --------------
Total operating expenses 135,531 101,025
-------------- --------------
Income (loss) from operations 156,097 (57,864)
Other income (expense)
Interest expense (31,919) (88,038)
Other income 231 6,023
-------------- --------------
Total other income (expense) (31,688) (82,015)
Loss before minority interest 124,409 (139,879)
Minority interest 42,486 (7,057)
-------------- --------------
Income (loss) before provision for
income taxes 81,923 (132,822)
Provision for income taxes -- --
-------------- --------------
Net income (loss) $ 81,923 $ (132,822)
============== ==============
Basic and diluted loss per common share $ 0.00 $ (0.00)
============== ==============
Basic and diluted weighted average
common shares outstanding 49,139,950 49,074,197
============== ==============
See Accompanying Notes to Financial Statements.
F-3
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Preferred Stock Common Stock Additional Total
------------------------ ----------------------- Paid-In Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficit
---------- ---------- ---------- ---------- ---------- ------------ ------------
Balance at December 31, 2002 1,000,000 $ 1,000 46,139,950 $ 46,140 $ 305,060 $ (666,263) $ (314,063)
Issuance of common stock in
satisfaction of accounts
payable (including interest
of $39,500), $0.03 -- -- 3,000,000 3,000 76,500 -- 79,500
Net loss -- -- -- -- -- (132,822) (132,822)
---------- ---------- ---------- ---------- ---------- ------------ ------------
Balance at December 31, 2003 1,000,000 1,000 49,139,950 49,140 381,560 (799,085) (367,385)
Cancellation of preferred stock (1,000,000) (1,000) -- -- 1,000 -- --
Net income -- -- -- -- -- 81,923 81,923
---------- ---------- ---------- ---------- ---------- ------------ ------------
Balance at December 31, 2004 -- $ -- 49,139,950 $ 49,140 $ 382,560 $ (717,162) $ (285,462)
========== ========== ========== ========== ========== ============ ============
See Accompanying Notes to Financial Statements.
F-4
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
---------------------------------
2004 2003
-------------- --------------
Cash flows from operating activities
Net income (loss) $ 81,923 $ (132,822)
Adjustments to reconcile net loss to
net cash used by operating activities:
Issuance of common stock for services -- 39,500
Minority interest 42,486 (7,057)
Changes in operating assets and liabilities
Properties held for development or sale (952,933) 696,703
Prepaid commissions 5,600 800
Accounts receivable - related party 3,400 (62,560)
Accounts receivable (1,839) --
Accounts payable- related parties 15,947 10,911
Accounts payable 123,657 3,867
-------------- --------------
Net cash provided (used) by operating
activities (681,759) 549,342
Cash flows from financing activities
Proceeds from notes payable, net of payments 3,067,703 --
Payments on notes payable (2,384,391) (594,656)
-------------- --------------
Net cash provided (used) by financing
activities 683,312 (594,656)
-------------- --------------
Net change in cash 1,553 (45,314)
Beginning cash balance 1,739 47,053
-------------- --------------
Ending cash balance $ 3,292 $ 1,739
============== ==============
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ -- $ --
============== ==============
Cash paid for interest $ 31,919 $ 45,717
============== ==============
See Accompanying Notes to Financial Statements.
F-5
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES
Description of business - Altrimega Health Corporation (hereinafter
referred to as the "Company") was incorporated on June 23, 1999 under the
laws of the state of Nevada as Mega Health Corporation. On June 23, 1999
the name of the corporation was changed to Altrimega Health Corporation
As of December 31, 2004, Altrimega is operating as a real estate
development company in Myrtle Beach, South Carolina. Management believes
that, through the proposed acquisition of a Nevada corporation known as
Top Gun Sports & Entertainment, Inc. ("Top Gun"), the Company will
re-locate its real estate development activities to the Long Island, NY
area. To date, the Company has only one real estate development project on
which it is working located in North Myrtle Beach, South Carolina.
Management intends to finish developing this one project through
completion. On December 17, 2004, Altrimega Health Corporation, doing
business as Creative Holdings & Marketing Corporation, signed a definitive
Share Exchange Agreement to acquire all of the outstanding shares of
common stock of Top Gun in exchange for the issuance of 15,750,000 shares
of the Altrimega Health Corporation's common stock to the current
shareholders of Top Gun. The closing of the transaction is conditioned
upon Altrimega's shareholders approving a change of the Company's name to
Top Gun, a 1-for-1,000 reverse stock split, and Top Gun receiving a
minimum of $750,000 through a private placement of convertible debt issued
by Top Gun. If the share exchange is completed, the shares that would be
issued upon conversion would be shares of the Company.
History - Altrimega Health Corporation (AHC) was incorporated under the
state of Nevada on September 8, 1998 with the name of Mega Health
Corporation with authorized common stock of 50,000,000 shares with a par
value of $0.001 and preferred stock of 10,000,000 shares with a par value
of $0.001. The terms of the preferred includes conversion rights, at the
option of the stockholder of 300 shares of common stock for each share of
preferred stock. On June 23, 1999 the name was changed to Altrimega Health
Corporation. AHC was organized for the purpose of marketing nutritional
products and during the year 2000 became inactive.
On August 15, 2002, AHC consummated an agreement to acquire all of the
outstanding capital stock of Creative Holdings, Inc., in exchange for
20,000,000 shares of the Company's common stock and 1,000,000 shares of
the Company's preferred stock ("AHC Transaction"). Prior to the AHC
Transaction, AHC was a non-operating public shell company with no
operations, nominal assets and 22,020,000 shares of common stock issued
and outstanding; and Creative Holdings, Inc. was a real estate development
company. The AHC Transaction is considered to be a capital transaction in
substance, rather than a business combination. Inasmuch, the AHC
Transaction is equivalent to the issuance of stock by Creative Holdings,
Inc. for the net monetary assets of a non-operational public shell company
(AHC), accompanied by a recapitalization. AHC issued 18,499,700 shares of
its common stock for all of the issued and outstanding common stock of
Creative Holdings, Inc. and another 1,500,300 shares will be issued
subsequent to an increase in the authorized common stock pursuant to an
amendment to the certificate of incorporation. The accounting for the AHC
Transaction is identical to that resulting from a reverse acquisition,
except goodwill or other intangible assets will not be recorded.
During November 2002, the Company acquired 80% of Sea Garden
Funding, LLC by the assumption of certain liabilities. Sea Garden Funding,
LLC was organized in the state of South Carolina on November 13, 2002 for
the purpose of the development and sale of residential real estate. (See
Note 2)
Going concern - The accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The
Company is nearing the completion of developing its first and only
project, with an accumulated loss from inception of approximately
$717,000. The Company's current liabilities exceed its current assets by
approximately $347,000 as of December 31, 2004.
These conditions give rise to substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include adjustments relating to the recoverability and classification of
reported asset amounts or the amount and classification of liabilities
that might be necessary should the Company be unable to continue as a
going concern. The Company's continuation as a going concern is dependent
upon its ability to obtain additional financing or sale of its common
stock as may be required and ultimately to attain profitability.
F-6
Management's plan, in this regard, is to complete the development and sale
real estate in order to provide additional working capital for its future
planned activity and to service its debt, which if successful would enable
the Company to operate for the coming year. Additionally, as discussed in
Note 6, the Company plans to complete the acquisition of Top Gun Sports &
Entertainment, Inc.
Principles of consolidation - The consolidated financial statements
include the accounts of the Company and its subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Use of estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Advertising and marketing costs - The Company recognizes advertising and
marketing costs in accordance with Statement of Position 93-7 "Reporting
on Advertising Costs." Accordingly, the Company expenses the costs of
producing advertisements at the time production occurs, and expenses the
costs of communication advertising in the period in which the advertising
space or airtime is used. Advertising costs are charged to expense as
incurred. Advertising expenses was $1,831 and $6,790 for the years ended
December 31, 2004 and 2003, respectively.
Fair value of financial instruments - The carrying amounts and estimated
fair values of the Company's financial instruments approximate their fair
value due to the short-term nature.
Earnings (loss) per share - Basic earnings (loss) per share excludes any
dilutive effects of options, warrants and convertible securities. Basic
earnings (loss) per share is computed using the weighted-average number of
outstanding common shares during the applicable period. Diluted earnings
per share is computed using the weighted average number of common and
common stock equivalent shares outstanding during the period. Common stock
equivalent shares are excluded from the computation if their effect is
antidilutive.
Income taxes - The Company accounts for its income taxes in accordance
with Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and tax credit carryforwards. 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. 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.
As of December 31, 2004, the Company has available net operating loss
carryforwards that will expire in various periods through 2024. Such
losses may not be fully deductible due to the significant amounts of
non-cash service costs and the change in ownership rules under Section 382
of the Internal Revenue Code. The Company has established a valuation
allowance for the full tax benefit of the operating loss carryovers due to
the uncertainty regarding realization.
Accounting methods - The Company recognizes income and expenses based on
the accrual method of accounting.
Sales of property - Real estate sales are reported in accordance with the
provisions of Statement of Financial Accounting Standard No. 66
(Accounting for Sales of Real Estate). Profit from the sales of
development properties, less 5% business tax, is recognized by the full
accrual method when the sale is consummated. A sale is not considered
consummated until (a) the parties are bound by the terms of a contract,
(b) all consideration has been exchanged, (c) any permanent financing of
which the seller is responsible has been arranged, (d) all conditions
precedent to closing have been performed, (e) the seller does not have
substantial continuing involvement with the property, and (f) the usual
risks and rewards of ownership have been transferred to the buyer. Sales
transactions not meeting all the conditions of the full accrual method are
accounted for using the deposit method of accounting. Under the deposit
method, all costs are capitalized as incurred, and payments received from
the buyer are recorded as a deposit liability.
Cost of land sales is generally determined as a specific percentage of
land sales revenues recognized for each land development project. The cost
percentages used are based on estimates of development costs and sales
revenues to completion of each project and are revised periodically for
changes in estimates or development plans. The specific identification
method is used to determine cost of sales of certain parcels of land.
F-7
Properties - Properties under development are carried at cost reduced for
impairment losses, where appropriate. Properties held for sale are carried
at cost reduced for valuation allowances, where appropriate. Acquisition,
development and construction costs of properties in development and land
development projects are capitalized including, where applicable, salaries
and related costs, real estate taxes, interest and preconstruction costs.
The pre-construction development (or an expansion of an existing property)
includes efforts and related costs to secure land control and zoning,
evaluate feasibility, and complete other initial tasks, which are
essential to development. Provisions are made for potentially unsuccessful
preconstruction efforts by charges to operations.
Properties held for sale are carried at the lower of their carrying values
(i.e., cost less accumulated depreciation and any impairment loss
recognized, where applicable) or estimated fair values less costs to sell.
Generally, revenues and expenses related to property interests acquired
with the intention to resell are not recognized.
The Company's only active real estate project is the Sea Garden Town Home
Community in North Myrtle Beach, South Carolina. The Company is developing
this project through its 80% interest in Sea Garden Funding, LLC, the
owner and developer of the remaining 27 units in a 173 unit, 2 bedrooms, 2
bath town home community approximately 3 blocks from the Atlantic
shoreline. The Company acquired the project from Sea Garden, LLC on
November 13, 2002 for the payment of $210,000 and the assumption of
$1,071,345 in mortgages on the real property held by Horry County State
Bank. The remaining 20% interest in Sea Garden Funding, LLC, is owned by
an unaffiliated party.
The development consists of buildings that have either 4 or 5 town home
units per building. The community currently consists of 146 sold units.
The Company acts as the developer, and hires independent contractors to
provide all of the construction services. The Company is now building 4
and 5 unit town home buildings and marketing these town homes in the
$125,000 to $145,000 range. The Company believes demand for new units is
strong. Revenue is generated as units are completed and delivered to
purchasers. These units are traditional two-story townhouse units, not
time-share units.
The Company completed construction on twenty new units in the year ended
December 31, 2004. All twenty of these units were sold in the year ended
December 31, 2004.
Dividend policy - The Company has not adopted a policy regarding payment
of dividends.
Comprehensive loss - The Company has no components of other comprehensive
loss. Accordingly, net loss equals comprehensive loss for all periods.
Segment information - The Company discloses segment information in
accordance with SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information, which uses the Management approach to determine
reportable segments. The Company operates under one segment.
Stock-based compensation - The Company applies Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees, and
Related Interpretations", in accounting for stock options issued to
employees. Under APB No. 25, employee compensation cost is recognized when
estimated fair value of the underlying stock on date of the grant exceeds
exercise price of the stock option. For stock options and warrants issued
to non-employees, the Company applies SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS No 123 requires the recognition of
compensation cost using a fair value based method whereby compensation
cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period.
The Company uses the Black-Scholes pricing model to calculate the fair
value of options and warrants issued to non-employees. Stock issued for
compensation is valued using the market price of the stock on the date of
the related agreement.
The Company granted no options or warrants to employees for compensation
for the years ended December 31, 2004 and 2003.
Net loss per common share - The Company computes net loss per share
in accordance with SFAS No. 128, Earnings per Share and SEC Staff
Accounting Bulletin No. 98. Under the provisions of SFAS 128 and SAB 98,
basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of
shares of common stock outstanding during the period. The calculation of
diluted net loss per share gives effect to common stock equivalents,
however, potential common shares are excluded if their effect is
antidilutive. For the years ended December 31, 2004 and 2003, no shares
were excluded from the computation of diluted earnings per share because
their effect would be antidilutive.
F-8
Minority interest - Minority interest on the consolidated balance
sheet includes third-party investments that the Company consolidates, but
does not wholly-own. The net pre-tax results attributed to minority
interest holders in consolidated entities are included in minority
interest income (expense) in the consolidated statements of operations.
New accounting pronouncements - Financial Accounting Standards Board
Interpretation No. 46, Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, addresses consolidation by business enterprises of
variable interest entities. It is effective immediately for variable
interest entities created after January 31, 2003. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities acquired before February 1, 2003. The implementation of
Interpretation No. 46 did not have a material effect on the Company's
financial statements.
Financial Accounting Standards Board Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of Accounting Research
Bulletin No. 51, Consolidated Financial Statements, addresses
consolidation by business enterprises of variable interest entities. In
December 2003, the FASB issued FASB Interpretation No. 46R, which served
to clarify guidance in FIN No. 46. The FASB deferred the effective date
for applying the provisions of FIN No. 46 for certain variable interest
entities to periods ending after March 15, 2004. The implementation of FIN
No. 46, as revised, had no impact on our financial statements.
In April 2003, the FASB issued SFAS No. 149, Amendment of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
amends SFAS No. 133 for decisions made (1) as part of the Derivatives
Implementation Group process that effectively required amendments to SFAS
No. 133, (2) in connection with other Board projects dealing with
financial instruments, and (3) in connection with implementation issues
raised in relation to the application of the definition of a derivative.
The Statement clarifies under what circumstances a contract with an
initial net investment meets the characteristics of a derivative discussed
in paragraph 6(b) of SFAS No. 133, clarifies when a derivative contains a
financing component, amends the definition of underlying to conform it to
language used in FASB Interpretation No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, and amends certain other existing pronouncements.
Those changes will result in more consistent reporting of contracts as
either derivatives or hybrid instruments. This statement is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The implementation of SFAS
No. 149 did not have a material effect on the Company's financial
statements.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. In addition, the statement requires an issuer to
classify certain instruments with specific characteristics described in it
as liabilities. This statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003.
The implementation of SFAS No. 150 did not have a material effect on the
Company's financial statements.
In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary
Assets, an amendment of APB No. 29, Accounting for Nonmonetary
Transactions. SFAS 153 requires exchanges of productive assets to be
accounted for at fair value, rather than at carryover basis, unless (1)
neither the asset received nor the asset surrendered has a fair value that
is determinable within reasonable limits or (2) the transactions lack
commercial substance. SFAS 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The
Company does not expect the adoption of this standard to have a material
effect on its financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement 123 (revised 2004) which is a
revision of FASB Statement No. 123, Accounting for Stock-Based
Compensation. This Statement supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and its related implementation guidance. This
Statement establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It
also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of
those equity instruments. This Statement focuses primarily on accounting
for transactions in which an entity obtains employee services in
share-based payment transactions. This Statement requires a public entity
to measure the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period
during which an employee is required to provide service in exchange for
the award--the requisite service period (usually the vesting period). The
Company files as a small business issuer and must meet the requirements of
this Statement for accounting periods after December 15, 2005. The Company
is evaluating SFAS 123R and believes it may have a material effect on the
Company's financial statements.
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2. BUSINESS COMBINATIONS AND ACQUISITIONS
Sea Garden Funding, LLC - In November 2003, the Company acquired 80% of
Sea Garden Funding, LLC (a South Carolina Limited Liability Company) in
exchange for the assumption of certain liabilities. The Company will
account for its 80% ownership interest in Sea Garden Funding, LLC using
the purchase method of accounting under APB No. 16. The results of
operations for the acquired company have been included in the consolidated
financial results of the Company from the date of such transaction
forward.
In accordance with APB No. 16, all identifiable assets were assigned a
portion of the cost of the acquired company (purchase price) on the basis
of their respective fair values. Intangible assets were identified and
valued by considering the Company's intended use of the acquired assets
and analysis of data concerning products, technologies, markets,
historical performance, and underlying assumptions of future performance.
The economic environments in which the Company and the acquired company
operate were also considered in the valuation analysis.
3. NOTES PAYABLE
As of December 31, 2004, the Company has six notes payable totaling
$1,528,312. The outstanding balances are secured by real estate, payable
in quarterly installments of interest only at the rate between 5% and 6%
and maturities during April through October 2005.
4. RELATED PARTY TRANSACTIONS
Accounts receivable - related party - The Company has made a non-interest
bearing, due on demand loan to the minority interest holder of Sea Garden
Funding LLC, which as of December 31, 2004 totaled $59,160.
Accounts payable - related parties - As of December 31, 2004,
officers-directors, and their controlled entities, have acquired 12.24% of
the outstanding stock of the Company, and have made non-interest bearing,
due on demand loans to the Company totaling $276,858.
Executive employment agreement - During 2003 the Company entered into an
employment agreement with an officer, which provides for an annual salary
of $100,000 with a 5% increase each year to a maximum of $125,000,
provided the Company has a profit in the previous year. As of July 1,
2003, the officer notified the Company that he would forego any additional
accruals of compensation until further notice. this was done to save the
Company monies. In the fourth quarter of 2004, the Board of Directors
voted to set up a payable of $15,000 for the officer for the quarter, with
the first of January 2005 the original agreement being reinstated.
5. STOCKHOLDERS' DEFICIT
During the first quarter of 2003, the Company issued 3,000,000 shares of
common stock in satisfaction of accounts payable of $79,500 (including
interest of $39,500).
There were no shares issued in 2004.
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6. EXCHANGE AGREEMENT
On December 17, 2004, the Company signed a definitive Share Exchange
Agreement to acquire all of the outstanding shares of common stock of Top
Gun Sports & Entertainment, Inc., ("Top Gun Sports") in exchange for the
issuance of 15,750,000 shares of the Company's common stock to the current
shareholders of Top Gun Sports. The closing of the transaction is
conditioned upon the Company's shareholders approving a change of the
Company's name to Top Gun Sports & Entertainment, Inc., a 1-for-1,000
reverse stock split, and Top Gun Sports receiving a minimum of $750,000
through a private placement of convertible debt. The Company is in the
process of completing a preliminary information statement relating to
these shareholder approval issues.
On March 30, 2005, the parties to the Share Exchange Agreement
memorialized an amendment to the agreement, eliminating certain conditions
of closing to the transaction, including that the Company sell the assets
of the Creative Holdings, Inc. subsidiary and that Top Gun have obtained
lease agreements and permits prior to closing.
Between December 21, 2004 and January 5, 2005, the Company entered into releases
with each holder of the Company's 1,000,000 shares of Series A Preferred
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