UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED SEPTEMBER 30, 2005
0-28555
(Commission file number)
KORE HOLDINGS, INC.
(Name of small business issuer in its charter)
Nevada 86-0960464
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
41667 Yosemite Pines Drive, Oakhurst, CA 93644 93644
(Address of principal executive offices) (Zip Code)
Issuer's telephone number is: (559) 692-2474
N/A
(Former name or former address, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
$.001 Par Value Common Stock
(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. 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 from, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10KSB
or any amendment to this Form 10KSB. [X]
Indicate by check mark whether the issuer is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes [ ] No [X]
The issuer's revenues for the most recent fiscal year were $1,814,623.
The aggregate value of the voting stock held by non-affiliates as of September
30, 2005, was $2,122,965.75.
The number of shares outstanding of the issuer's common equity as of September
30, 2005 was 4,919,422, $.001 Par Value.
Portions of the following documents are incorporated by reference into Part III,
Item 13: Applicable portions of the Company's Form 10SB/A (Amendment No. 4)
filed with the Securities and Exchange Commission on September 15, 2000,
applicable portions of the Company's Form 8K/A (Amendment No. 1) filed with the
Securities and Exchange Commission on September 26, 2001 and applicable portions
of the Company's Form 10KSB for the year ended September 30, 2002 filed with the
Securities and Exchange Commission on January 15, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was incorporated in the state of Colorado on March 31, 1997, under
the name Biovid Corporation for the purpose of entering into the printing and
publishing business. The Company did not commence active business operations in
the publishing industry until August 1998, when began acquiring existing
printing and publishing businesses as subsidiaries. From August, 1998, until
December 31, 1999, the Company derived its revenue primarily from providing
printing and publishing services to artists and publishers. The Company
discontinued its printing and publishing operations effective December 31, 1999,
to concentrate its efforts on Internet-based publishing initiatives. In December
1999, the company effected a merger whereby it became a Nevada corporation and
changed its name to Deerbrook Publishing Group, Inc. and continued as a holding
company looking for other business to acquire.
On April 1, 2001, the Company disposed of its printing and publishing
subsidiaries and ceased active business operations. On April 6, 2001, control of
the Company changed and the Company determined to explore new business
opportunities including but not limited to the acquisition of alternative energy
sources in the State of California and other states for resale to the public.
Also on April 6, 2001, the Company changed its name to Volt Inc.
On May 15, 2001, the Company acquired all of the stock of Arcadian Renewable
Power, Inc., a Delaware corporation ("Arcadian") and thereby acquired control of
all of the assets of Arcadian. Arcadian is in the business of alternative energy
production.
In May, 2001, the Company established Sun Volt, Inc., a Nevada corporation ("Sun
Volt") to engage in the business of construction and sale of energy products and
energy projects.
In May, 2001, the Company established Sun Electronics, Inc., a Nevada
corporation ("Sun Electronics") to engage in the research and development of
alternative energy products.
On May 17, 2002, the Company acquired all of the stock of First Washington
Financial Corporation, a Nevada corporation ("First Washington"). First
Washington is a mortgage loan originator in the home mortgage loan industry
concentrated primarily in Washington, D.C., Maryland and Virginia. The
acquisition of First Washington is deemed an acquisition of a significant
subsidiary because it met a condition under Section 210.3-05 of Regulation SX.
On May 17, 2002, the Company acquired Opportunity Knocks, LLC, a Maryland
limited liability company ("Opportunity Knocks"). Opportunity Knocks is in the
business of acquiring, refurbishing and selling real estate. Opportunity Knocks
specializes in HUD properties. The acquisition of Opportunity Knocks is not
deemed an acquisition of a significant subsidiary because it did not meet a
condition under Section 210.3-05 of Regulation SX.
In October 2002, and April 3, 2003, the Company acquired Mortgage-Matic Brokers,
LLC and Heritage Mortgage Bankers, LLC respectively. Both Mortgage-Matic and
Heritage are mortgage loan originators in the home mortgage loan industry in
Washington, D.C., Maryland and Virginia. In July, 2003, the Company disposed of
both Mortgage-Matic and Heritage. The acquisitions of these companies is not
deemed an acquisition of a significant subsidiary because the acquisitions did
not meet a condition under Section 210.3-05 of Regulation SX.
In August, 2003, First Washington acquired Yosemite Mortgage, Inc. as a branch
office in the Central Valley of California. This branch office was subsequently
closed effective December 31, 2004.
Subsequent to September 30, 2003, and on October 16, 2004, the Company amended
its Articles of Incorporation to change its name to Kore Holdings, Inc. and to
increase its authorized common stock to 400,000,000 common shares, $.001 par
value and to increase its authorized preferred stock to 100,000,000 preferred
shares, $.001 par value.
On March 29, 2004, the Company, through its wholly owned subsidiary Sun Volt,
acquired title to coal tract #4 of the Fiatt coal mine in Fulton County,
Illinois. The tract consists of approximately 100 acres of land and surface area
with a tonnage of 4,356,000 tons of coal fines having a thickness of a 50 foot
average using 200 pounds/sht tn and which are certified and appraised at
$69,696,020. To purchase the coal tract, the Company issued 13,635,999 shares of
its Class B Convertible Nonvoting Preferred Stock valued at $14,045,079,
convertible at one share of preferred stock for one share of the Company's
common stock, and the issuance of Sun Volt Series A Nonvoting Preferred Stock
which guarantees the payment by Sun Volt of $4.00 per ton of all coal sold as
essentially a royalty out of which $1.00 per ton of sold coal goes to Sun Volt
which is in addition to any revenue to Sun Volt after all costs of goods sold,
overhead and the payment of the other royalties.
On June 7, 2005, the Company, through its wholly owned subsidiary, First
Washington, acquired Mortgage American Bankers, LLC, a Maryland limited
liability company ("MAB"), engaged in the mortgage origination business in the
Washington D. C. area which became a wholly owned subsidiary of First
Washington. First Washington issued 500,000 shares of its Class B non-voting
convertible stock in exchange for Mortgage American Bankers, LLC. The First
Class B non-voting convertible shares are convertible into common shares of
First Washington at the sole discretion of First Washington. The acquisition of
MAB is deemed an acquisition of a significant subsidiary because it met a
condition under Section 210.3-05 of Regulation SX.
The Company
The Company is a holding company formed in the Sate of Nevada whose subsidiaries
include Arcadian, Sun Volt, Sun Electronics, First Washington, Opportunity
Knocks and MAB.
The Company is listed on the OTC Bulletin Board and its common stock traded
under the stock symbol "VOLT" until October, 2004, when its symbol changed to
"KORH".
The Alternative Energy Business
Arcadian's major asset is the Altamont Wind Generation Facility, which is an
existing electricity generation facility located on approximately 4000 acres in
the Altamonte Pass, east of San Francisco, CA (the "Wind Farm"). The Wind Farm
has approximately 1300 wind turbines at present which were installed in the
1980's, approximately 600 of which are still operable. The Wind Farm will have
to be re-powered in order to make its operation economically feasible. The
Company plans to re-power the Wind Farm with new 950 KW state-of-the-art
turbines. The Wind Farm is zoned and permitted for up to 114 megawatts, and the
infrastructure includes the wind turbines, 300 miles of transmission lines, a
150 MW substation and an interconnection to the PG&E grid. The ground leases
extend to 2036 with options to renew. The cost to produce electricity is
approximately 4.5 cents per KWH, and is eligible for up to 3.5 cents of tax
credits. Sale price of the electricity should be in the range of 6.9 cents per
KWH with annual revenue in the $5 Million range without calculating green
tickets or tax credits and other incentives.
The Company is in the planning stages to re-power and activate its Wind Farm. In
2003, Pacific Gas and Electric Company emerged from Chapter 11 Reorganization
proceedings thereby eliminating one obstacle to re-powering the Wind Farm.
However, the State of California has not yet established regulations for the
re-powering of wind farms pursuant to California's Renewals Portfolio Standard
law ("RPS"). The Company is working with industry groups to obtain RPS
implementation rules critical to the success of wind energy
Sun Electronics is conducting Photovoltaics research and development and other
solar and energy related technologies.
Sun Volt is currently engaged in the sale and construction of alternative energy
products and power from generators and other sources of co-generation and the
development and the sale of coal recourses discussed below under the heading
"The Coal Business".
The Mortgage Business
First Washington earns fees on the origination of real estate mortgage loans in
the Washington D. C. area and, until December 31, 2004, in California's Central
Valley through its branch office Yosemite Mortgage. First Washington specializes
in residential mortgage loans. First Washington has seven full time employees.
First Washington obtains customers through direct contact by telephone, the
internet and referrals from existing customers.
The Real Estate Business
Opportunity Knocks is in the business of acquiring, refurbishing and selling
real estate. Initially, Opportunity Knocks will utilize the expertise and some
of the employees of First Washington to operate its business. Opportunity Knocks
specializes in acquiring, refurbishing and selling of HUD properties.
Opportunity Knocks will utilize the HUD gifting program to attract first time
home buyers who might not otherwise be able to qualify for a home mortgage.
Opportunity Knocks shares office space with First Washington.
The Coal Business
The Company determined in 2004 that coal would be a profitable commodity in the
energy sector in future years because of the increased prices and demand
resulting from public and private utilities modifying their power plants from
natural gas to coal. The United States Produces in excess of 50% of it's
electricity from coal and will continue to do so well into the future and coal
will continue to be used for furnace heating in the manufacture of cement and
other products. The Company is negotiating a number of coal acquisitions and
projects. The Company has determined that the most profitable segment of the
industry is the reclamation of coal fines that are estimated at over 2 Billion
tons.
The real property and coal is in the heart of the Western Illinois coal fields,
commonly known as the " Western Coal District" including all of Knox, Stark,
Peoria, and Fulton Counties. These fields have been recognized as the earliest
and largest known coal-bearing regions in the United States. They were part of
the once active Truax-Traer Mining Company lands, when during the active mining
period from 1920 to the middle 1940's, all coal materials mined that were less
than two inches in size were considered coal fines and were then deposited on
the site. The Truax company also brought in coal fines from other remote mining
activities in a ten mile radius of the Fiatt site and deposited them in the
"coal" piles on the Fiatt acreage. This method of coal fines disposal accounts
for the massive deposits of recoverable coal reserves on the property. The
Company will market the coal through its subsidiary Sun Volt. The company
determined in 2004 that coal would be a profitable commodity in the energy
sector in future years because of the increased prices and demand resulting from
public and private utilities modifying their power plants from natural gas to
coal. The United States Produces in excess of 50% of its electricity from coal
and will continue to do so and coal will continue to be used for furnace heating
in the manufacture of cement and other products. The Company is negotiating a
number of other coal acquisitions and projects. The Company has determined that
the most profitable segment of the industry is the reclamation of coal fines
that are estimated at over 2 Billion tons. There are a number of environmental
and permitting issues that need to be resolved by the Company before coal can be
shipped from the site. These issues are currently being addressed but no
definitive timetable for clearance has yet been released by the State of
Illinois. The Company is currently updating an engineering study which will
enable the issuance of site permits and reclamation bond in order to start
shipments and processing of the coal.
ITEM 2. DESCRIPTION OF PROPERTY
Corporate Offices
The Company leases its corporate and executive offices at 41667 Yosemite Pines
Drive, Oakhurst, CA 93644. The Company considers its offices to be adequate.
First Washington leases its corporate offices at 8905 Fairview Road, Silver
Springs, MD 20910. The Company considers First Washington's offices to be
adequate.
Energy Properties
The Company's Wind Farms are all located on leased property in the Altamonte
Pass east of San Francisco, California.
ITEM 3. LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings against the Company or any
of its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal year
ended September 30, 2005.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The company's Common Stock traded on the OTC Bulletin Board under the stock
symbol "VOLT" until October, 2004 when its symbol changed to KORH. The following
table sets forth the quarterly high and low closing bid prices for the Company's
common stock for the periods indicated:
For the year ended September 30, 2004:
VOLT now KORH
High Low
Quarter ended December 31, 2003 $ 2.90 2.25
Quarter ended March 31, 2004 2.65 1.98
Quarter ended June 30, 2004 2.25 1.51
Quarter ended September 30, 2004 1.37 1.00
For the year ended September 30, 2005:
VOLT now KORH:
High Low
Quarter ended December 31, 2004 $ 1.60 1.02
Quarter ended March 31, 2005 1.60 .95
Quarter ended June 30, 2005 1.99 1.00
Quarter ended September 30, 2005 1.19 .65
The quotations reflect inter-dealer prices, without mark-up, mark-down or
commission and may not represent actual transactions.
Capital Stock and Holders of Capital Stock
As of September 30, 2005, the Company had three classes of capital stock
outstanding; Common Stock, $.001 par value, Series A Convertible Preferred Stock
and Series B Convertible Preferred Stock.. As of September 30, 2005, there were
approximately 750 holders of record of the Company's Common Stock, one holder of
record of 1,000,000 shares the Company's Series A Convertible Preferred Stock
and three holders of record of 13,635,999, the Company's Series B Convertible
Preferred Stock. The Company's Series A Convertible Preferred Stock is
convertible into the Company's common stock at the ratio of five shares of the
Company's Common Stock for each share of the Company's Series A Convertible
Preferred Stock. The Company's Series B convertible Preferred Stock is
convertible into the Company's common stock at the ratio of one share of the
Company's common Stock for each share of the Company's Series B Convertible
Preferred Stock.
As of September 30, 2005, the Company's subsidiary, First Washington, has one
class of capital stock outstanding; Common Stock, no par value and Series B 10 %
Non-Cumulative Convertible Preferred Stock. The Company owns 10,000,000 shares
of First Washington's Common Stock, no par value. First Washington has issued
500,000 shares of Series B 10% Non-Cumulative Convertible Preferred Stock which
is convertible into First Washington's Common Stock at the ratio of one share of
First Washington's Common Stock for each share of First Washington's Series A
10% Non-Cumulative Convertible Preferred Stock at the option of the First
Washington. There are two owners of First Washington's Series B 10%
Non-Cumulative Convertible Preferred Stock.
As of September 30, 2005, the Company's subsidiary, Sun Volt, has one class of
capital stock outstanding; Common Stock, no par value and Series A Preferred
Stock. Sun Volt Series A Nonvoting Preferred Stock guarantees the payment by Sun
Volt of $4.00 per ton of all coal sold by it (See discussion under in Part I,
Item One, Description of Business, History and The Coal Business set forth above
which is incorporated herein by reference) as a preferred dividend out of which
$1.00 per ton of sold coal goes to Sun Volt which is in addition to any revenue
to Sun Volt after all costs of goods sold, overhead and the payment of the other
royalties.
Dividends
The Company has not declared or paid any cash dividends on its common stock and
does not intend to declare or pay any cash dividends in the foreseeable future.
The payment of dividends, if any, is within the discretion of the Board of
Directors and will depend on the Company's earnings, if any, its capital
requirements and financial condition and other such factors as the Board of
Directors may consider.
Securities Authorized for Issuance Under Equity Compensation Plans.
None.
Recent Sales of Unregistered Securities
Sales of securities by the Company and its subsidiaries within the past three
years without registration under the Securities Act were as follows:
With respect to such sales within the fiscal years ended September 30, 2004 and
2003 see Note 6 to the Company's Consolidated Financial Statements contained
herein. Each share of the Company's Series A Voting Convertible Preferred Stock
referred to in Note 6 is convertible into five shares of the Company's common
stock at the option of the holder(s) thereof. Each share of First Washington's
Series A 10% Non-Cumulative Convertible Preferred Stock referred to in Note 6 is
convertible into four shares of First Washington's common stock at the option of
the holder(s) thereof. First Washington's Series A 10% Non-Cumulative
Convertible Preferred stock was retired in 2005. With respect to such sales
within the fiscal year ended September 30, 2005 see Notes 7 and 8 to the
Company's Consolidated Financial Statements contained herein. Additionally, as
of September 30, 2005, the Company's subsidiary, Sun Volt, has one class of
capital stock outstanding; Common Stock, no par value and Series A Preferred
Stock. Sun Volt Series A Nonvoting Preferred Stock guarantees the payment by Sun
Volt of $4.00 per ton of all coal sold by it (See discussion under in Part I,
Item One, Description of Business, History and The Coal Business set forth above
which is incorporated herein by reference) as a preferred dividend out of which
$1.00 per ton of sold coal goes to Sun Volt which is in addition to any revenue
to Sun Volt after all costs of goods sold, overhead and the payment of the other
royalties.
The Company claims exemption from registration for these securities under
Section 4(2) of the Securities Act in as much as all of the purchasers were
"accredited investors" as that term is defined in Regulation D as promulgated by
the Securities and Exchange Commission and all of the purchasers either alone or
with their purchaser representative(s) had such knowledge and experience in
financial and business matters that they were capable of evaluating the merits
and risks of the purchase of the Company's securities.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
CONDITIONS.
Management Discussion Snapshot
The following table sets forth certain of the Company's summary selected
operating and financial data. The following table should be read in conjunction
with all other financial information and analysis presented herein including the
Audited Financial Statements for the Years Ended September 30, 2005 and
September 30, 2004.
Summary Selected Statements of Profits and Losses and
Financial Data which is Derived From Our Audited Financial Statements
Reclassified
2005 2004
---------------- ----------------
Operating revenue $1,814,623 $ 67,500
Cost of operations $ 921,827 $ -
Gross profit $ 892,796 $ 67,500
Total operating expenses $1,013,684 $ 229,576
Loss before income taxes $(120,888) $(162,076)
Provision for income taxes $ - $ -
Loss from continuing operations $(120,888) $(162,076)
Income from discontinued operations $ 478 $ 243,270
Net income (loss) $(120,888) $ 81,194
Basic income (loss) per share from
continuing operations $ (0.02) $ 0.02
Diluted income (loss) per share from
continuing operations $ (0.02) $ 0.02
Basic income (loss) per share from
discontinued operations $ 0.00 $ 0.02
Diluted income (loss) per share from
discontinued operations $ 0.00 $ 0.02
Weighted average shares outstanding 4,919,422 4,752,775
Current assets $ 458,562 $ 306,568
Property and equipment $ 5,722,336 $ 5,789,769
Other assets $ 17,180,985 $ 3,501,986
Total assets $ 23,361,883 $ 9,598,323
Total liabilities $ 242,447 $ 61,838
Total stockholders' equity $ 23,119,436 $ 9,536,485
Total liabilities and stockholders'
equity $ 23,361,883 $ 9,598,323
Results of Operations
Revenue and Expenses
For the year ended September 30, 2005, the Company had revenue of $1,814,623, a
net loss of $(120,888) and a net loss per common share on continuing operations
of $(0.02) based on a weighted average of 4,919,422 common shares outstanding.
All of the Company's revenue was generated from its mortgage business. The
Company's revenue is not dependent on any key customers.
For the year ended September 30, 2004, the Company had reclassified revenue of
$67,500, a net loss of $(162,270) from continuing operations before income from
discontinued operations in the amount of $243,270, net income of $81,194 and
basic income per common share of $0.02 based on a weighted average of 4,752,775
common shares outstanding. All of the Company's revenue was generated from its
mortgage business. The Company's revenue is not dependent on any key customers.
The Company's income was reclassified because of the discontinued operations of
Yosemite Mortgage Company which also had the effect of increasing income form
discontinued operations.
Revenue in the year ended September 30, 2005 was $1,814,623 compared to $67,500
in the year ended September 30, 2004. This is an increase of $1,882,123 from
period to period. This increase in revenue is primarily attributable to the
reclassification of revenue downward for the year ending September 30, 2004
because of the discontinued operations of the Company's subsidiary Yosemite
Mortgage Company and the acquisition of Mortgage American Bankers LLC, a
Maryland limited liability company which had substantial revenues.
Cost of operations in the year ended September 30, 2005 was $921,827 compared to
$-0- in the year ended September 30, 2004. This is an increase of $921,827 from
period to period. This increase in cost of revenue is primarily attributable to
the discontinuation of Yosemite Mortgage Company.
Gross profit in the year ended September 30, 2005 was $892,796 compared to
$67,500 in the year ended September 30, 2004. This is an increase of $411,667
from period to period. This increase in gross profit is primarily attributable
to increased sales. Moreover, the Company believes that it has achieved a
reduction of the rate of increase of cost of revenue. This increase in gross
profit is primarily attributable to the reclassification of revenue downward for
the year ending September 30, 2004 because of the discontinued operations of the
Company's subsidiary Yosemite Mortgage Company and the acquisition of Mortgage
American Bankers LLC, a Maryland limited liability company which had substantial
revenues.
Operating expenses in the year ended September 30, 2005 were $1,013,684 compared
to operating expenses of $229,576 in the year ended September 30, 2004. This is
an decrease of $784,108 from period to period. This decrease in operating
expenses is primarily attributable to the discontinued operations of Yosemite
Mortgage Company and the acquisition of Mortgage American Bankers LLC, a
Maryland limited liability company.
Loss from continuing operations in the year ended September 30, 2005 was
$(120,888) compared to loss from continuing operations of $(162,076) in the year
ended September 30, 2004. This decrease is primarily attributable to the
acquisition of Mortgage American Bankers LLC, a Maryland limited liability
company.
Income from discontinued operations in the year ended September 30, 2005 was
$478 compared to income of $243,270 from discontinued operations in the year
ended September 30, 2004. This is an decrease of $242,792 from period to period.
This decrease in income from discontinued operations is primarily attributable
to the discontinuation of the operations of Yosemite Mortgage Company.
Basic income (loss) per share on continuing operations for the year ended
September 30, 2005 was $(0.02) compared to a gain per share of $0.02 for the
year ended for the year ended September 30, 200. This is a decrease of $.05 from
period to period. This decrease in income per share is primarily attributable to
the cost associated with the acquisition of discontinued operations .
Assets and Stockholders' Equity
Current Assets in the year ended September 30, 2005 were $458,562 compared to
$306,568 in the year ended September 30, 2004. This is an increase of $151,994
from period to period. This increase in current assets is primarily attributable
to increased sales, a reduction in the rate of increase of cost of revenue and
operating expenses.
Other assets in the year ended September 30, 2005 were $17,180,985 compared to
$3,501,986 in the year ended September 30, 2004. This is an increase of
$13,678,999 from period to period. This increase is attributable to the
acquisition of the acquisition of title to coal tract #4 of the Fiatt coal mine
in Fulton County, Illinois. The tract consists of approximately 100 acres of
land and surface area with a tonnage of 4,356,000 tons of coal fines having a
thickness of a 50 foot average using 200 pounds/sht tn and which are certified
and appraised at $69,696,020. the value was discounted to take into
consideration the cost of permitting the removal and sale of the coal.
Total assets in the year ended September 30, 2005 were $23,361,883 compared to
$9,598,323 in the year ended September 30, 2004. This is an increase of
$13,763,560 from period to period. This increase is attributable primarily of
the acquisition of title to coal tract #4 of the Fiatt coal mine in Fulton
County, Illinois. The tract consists of approximately 100 acres of land and
surface area with a tonnage of 4,356,000 tons of coal fines having a thickness
of a 50 foot average using 200 pounds/sht tn and which are certified and
appraised at $69,696,020. the value was discounted to take into consideration
the cost of permitting the removal and sale of the coal.
Stockholders' equity in the year ended September 30, 2005 was $23,119,436
compared to $9,536,485 in the year ended September 30, 2004. This is an increase
of $13,582,951 from period to period. This increase is primarily attributable to
the acquisition of title to coal tract #4 of the Fiatt coal mine in Fulton
County, Illinois. The tract consists of approximately 100 acres of land and
surface area with a tonnage of 4,356,000 tons of coal fines having a thickness
of a 50 foot average using 200 pounds/sht tn and which are certified and
appraised at $69,696,020. the value was discounted to take into consideration
the cost of permitting the removal and sale of the coal.
..
Liabilities
Liabilities in the year ended September 30, 2005 were $242,447 compared to
$61,838 in the year ended September 30, 2004. This is an increase of $180,609
from period to period. This increase is primarily attributable to the
acquisition of title to coal tract #4 of the Fiatt coal mine in Fulton County,
Illinois and the acquisition of Mortgage American Bankers, LLC.
Working Capital
The following table sets forth a summary of the Company's working capital.
AT SEPTEMBER 30: 2005 2004
--------------------------------------------- -------------- ---------------
Current assets $ 458,562 $ 306,568
Current liabilities 242,447 51,663
-------------- ---------------
Working capital $ 216,115 $ 254,905
============== ===============
Current ratio 1.89 5.93
Working capital in the year ended September 30, 2005 was $216,115 compared to
$254,905 in the year ended September 30, 2004. This is an decrease of $38,790
from period to period. This decrease is primarily attributable to the
acquisition of title to coal tract #4 of the Fiatt coal mine in Fulton County,
Illinois and the acquisition of Mortgage American Bankers, LLC.
Cash Flow
The Company's cash flow from operating, investing and financing activities, as
reflected in the Consolidated Statement of Cash Flows are summarized in the
table below.
FOR THE YEARS ENDED SEPTEMBER 3O: 2005 2004
-------------------------------------------------- --------------- -------------
Net cash provided by/(used in):
Operating activities $ (254,685) $ (41,647)
Discontinued operations, net $ 478 $ 243,270
Investing activities 19,698 (3,133)
Financing activities 47,663 58,600
Net change in cash and cash equivalents $ 257,090 $ 257,090
Net cash provided by operating activities in the year ended September 30, 2005
was $(254,685) compared to net cash used in operating activities of $(41,647) in
the year ended September 30, 2003. This is an increase of $305,932 from period
to period. This increase is primarily attributable to the acquisition of title
to coal tract #4 of the Fiatt coal mine in Fulton County, Illinois and the
acquisition of Mortgage American Bankers, LLC.
Net income from discontinued operations in the year ended September 30, 2005 was
$478 compared to $243,270 in the year ended September 30, 2004. This decrease of
$242,792 is primarily due to the discontinuation of operations of Yosemite
Mortgage Company.
Net cash used in investing activities in the year ended September 30, 2005 was
$19,698 compared to $(3,133) in the year ended September 30, 2004. This is a
increase of net cash used in investing activities of $22,831 from period to
period. This increase is primarily attributable to the acquisition of title to
coal tract #4 of the Fiatt coal mine in Fulton County, Illinois and the
acquisition of Mortgage American Bankers, LLC.
Net cash provided by financing activities in the year ended September 30, 2005
was $47,663 compared to $58,600 in the year ended September 30, 2004. This is an
decrease of $10,937 from period to period. This decrease is considered
immaterial by the Company.
Off Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements as defined
by SEC Final Rule 67 (FR-67) "Disclosure in Management's Discussion and Analysis
about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations."
Liquidity and Capital Resources
Subsequent to the discontinuation of the Company's previous printing business
and the change in management and control, the Company's net cash provided from
operating activities has been sufficient to satisfy the Company's firm
contractual commitments and budgeted expenses. The Company believes that its net
cash provided from operating activities will in the foreseeable future continue
to be sufficient to satisfy the Company's firm contractual commitments and
budgeted expenses.
Looking Forward
The Company continues to pursue a review of its mortgage business to increase
revenue and lower cost of revenue and operating expenses. In that regard, during
2003, it disposed of two of its subsidiary branch offices which were under
performing. The Company believes it will be successful in increasing revenue and
reducing all costs in the future. However, there can be no assurance that the
Company will be successful in doing this.
The Company is actively seeking to expand its mortgage business by opening
additional branch offices.
The Company is actively seeking to expand its energy business by continuing
plans to re-power its existing wind farm and by acquiring additional energy
businesses.
The Company is actively seeking to obtain the necessary permits to extract and
sell its coal assets described above.
ITEM7. FINANCIAL STATEMENTS
(Financials need to be inserted in word format with correct page numbers by
Lewis Ball in Word Format. Apparently Levine's office cannot supply these
numbers in Word and only in Excel. They need to be converted and inserted. Also,
the page numbers are not correct as when they are inserted, they will be
different.)
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in or disagreements with the Company's accountants on
any matter.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the Company's
directors, executive officers, and certain key employees:
Name Age Position with the Company
Denis C. Tseklenis 56 Chairman, President, Chief Executive
Officer and Secretary
Robert F. Rood 39 Director, Treasurer
James A. Sharon 55 Director
Bruce A. Persson 64 Director
Denis C. Tseklenis Mr. Tseklenis has served as a the chairman of the board of
directors, president, chief executive office and secretary of the Company since
April 6, 2001. Mr. Tseklenis has a Masters of Science Degree from Boston
University and an extensive background in marketing, finance and public
corporate development. Mr. Tseklenis has previously served as president and
chairman of other public companies in which revenues exceeded One Hundred
Million Dollars ($100,000,000) per year and which had rapid growth in multiple
locations. In the 1980's Mr. Tseklenis' companies sold and leased over 60,000
solar systems to home owners at a cost of approximately $4,000 per unit. Mr.
Tseklenis has extensive experience in real estate management and construction
having managed over 2, 500 apartment and condominium units.
Robert F. Rood Mr. Rood has been a director and the treasurer of the Company
since March 17, 2002. Mr. Rood has been in the finance industry since 1991. Mr.
Rood has managed and consulted and has served as a financial consultant for
unions and REITS. In conjunction with Donaldson, Lufkin and Jeanerette, Mr. Rood
participated in the designing of secondary market products. In 1997, Mr. Rood
entered the mortgage lending industry at Wall Street Mortgage Corporation as
head of the sales force and was responsible for promoting custom-made mortgage
products and FHA lending. In 2000, Mr. Rood went to F&M Bank in Bethesda
Maryland to start and supervise the newly formed wholesale mortgage division.
When F&M Bank was acquired, Mr. Rood left to become manager of the Bethesda
office of Fidelity & Trust Mortgage, Inc. In 2000, Mr. Rood helped found First
Washington, now a wholly owned subsidiary of the Company.
James A. Sharon Mr. Sharon has been a director of the Company since September
15, 2002. Mr. Sharon was an exchange student at City University in London in
1972 and holds a Bachelor of Science Degree in Civil Engineering with Honors
from Worcester Polytechnic Institute. Mr. Sharon is licensed by the State of
Florida as a Certified Building Contractor and a Certified Solar Energy
Contractor. Mr. Sharon has public company experience as a former president of a
public company and has experience in lease negotiations with major tenants such
as Mobil Oil, Cellular-One and Marriott Corp. Mr. Sharon has extensive
experience in the installation of large commercial renewable energy projects.
Bruce Persson Mr.Persson has been a director of the Company since February13,
2002. Mr. Persson has owned and operated California Paving, Inc., a licensed
paving contractor since 1993. Mr. Persson was a founder of the Bank of Madera,
Oakhurst, California, and was a director of the bank until 1999. Mr. Persson has
extensive experience in business and real estate development.
There are no family relationships among directors, or executive officers.
ITEM 10. EXECUTIVE COMPENSATION
The Company paid absolutely no executive compensation for the fiscal year ended
September 30, 2004 of any nature whatsoever.
In the fiscal year ended September 30, 2005, the Company paid Robert F. Rood,
the Company's Treasurer annual compensation of $60,000. The Company paid no
other executive compensation of any nature whatsoever in the fiscal year ended
September 30, 2005.
The Company has no employment contracts. The company does not have a bonus or
stock option plan at this time.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following is a listing of security ownership of management and certain
beneficial owners of the Issuer's securities as of February 14, 2004. On that
date there were 4,919,422 shares of the Company's common stock issued and
outstanding and 1,000,000 shares of the Company's Series One Voting Convertible
Preferred Stock outstanding.
Amount and Nature of
Title of Name and Position Beneficial Percent
Class of Beneficial Owner Ownership of Class
----------- ------------------------ ------------------------- -----------
Denis C. Tseklenis
Common President, CEO and Secretary 1,627,995 33%
Robert F. Rood Director and
Common Treasurer(2) 500,000 10%
------------------------- -----------
Total Officers and
Directors as a Group 2,127,995 43%
========================= ===========
Series A Denis C. Tseklenis
Preferred President, CEO and Secretary 1,000,000 100%
------------------------- -----------
Total Officers and
Directors as a Group 1,000,000 100%
========================= ===========
(1) Subject to community property laws when applicable, the persons named in the
above table have sole voting and investing power with respect to all shares of
stock beneficially owned by them.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Index to Exhibits
Exhibit No. Description of Document
2.1(1) Articles of Merger merging Artup.com Network, Inc., a Colorado
corporation, with and into the Registrant
3.1(1) Articles of Incorporation of the Registrant
3.2(1) Bylaws of the Registrant
4.1(1) Specimen of Common Stock Certificate
4.2(1) Specimen of Certificate for Common Stock Purchase Warrants
4.3(1) Common Stock Purchase Warrant dated January 3, 2000, issued to Gene
Bowlds
4.4(1) Non-Statutory Stock Option Certificate dated February 16, 2000, issued
to Michael Paloma
10.1(1) Master Consulting Services Agreement dated as of July 28, 1999 between
the Registrant and Integrated Information Systems, Inc.
10.2(1) Equipment Lease dated September 15, 1999 between the Registrant and
Copelco Capital, Inc.
10.3(1) Employment Agreement between the Registrant and Mark L. Eaker
10.4(1) Employment Agreement between the Registrant and Keith M. Chesser
10.5(1) 1999 Incentive Stock Plan
16.1(1) Letter on change in certifying accountant from Alvin H. Bender, CPA
16.2(1) Letter on change in certifying accountant from Mark Shelley, CPA
16.3(2) Letter on change in certifying accountants from Semple and Cooper, LLP
21.3 Subsidiaries of registrant.
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(1) Previously filed with the Securities and Exchange Commission and
incorporated herein by reference from the Company's Form 10-SB/A (Forth
Amendment) filed September 15, 2000.
(2) Previously filed with the Securities and Exchange Commission and
incorporated herein by reference from the Company's Form 8-K/A (First Amendment)
filed October 26, 2001.
(3) Previously filed with the Securities and Exchange Commission and
incorporated herein by reference from the Company's Form 10K-SB for the year
ended September 30, 2002 filed January 15, 2003.
Reports on Form 8-K:
On May 30, 2002, the Company filed a Form 8-K to report the acquisition of First
Washington Financial Corporation.
On January 18, 2005, the Company filled an Amended Form 8-K amending its Form
8-K filed on May 30, 2002, to report the acquisition of First Washington
Financial Corporation.
ITEM 14. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's principal
executive officer, after evaluating the effectiveness of the Company's
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the "Evaluation Date")
within 90 days before the filing date of this annual report, has concluded that
as of the Evaluation Date, the Company's disclosure controls and procedures were
adequate and designed to ensure that material information relating to the
Company and the Company's consolidated subsidiaries would be made known to him
by others within those entities.
Changes in internal controls. There were no significant changes in the Company's
internal controls or to the Company's knowledge, in other factors that could
significantly affect the Company's disclosure controls and procedures subsequent
to the Evaluation Date.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Approximate aggregate fees rendered by our independent auditors, Bagall Josephs
& Company, LLC, for the years ended September 30, 2002, 2001 are as follows:
2005 2004
--------------------------- ------------------------
Audit Fees $ 20,500 $ 31,240
Audit Related Fees -0- -0-
Tax Fees 1,500 3,000
All Other Fees -0- -0-
--------------------------- ------------------------
TOTAL $ 21,500 $ 34,240
=========================== ========================
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KORE HOLDINGS, INC.
(Registrant)
/s/ Denis C. Tseklenis
Chief Executive Officer
Director
February 15, 2006
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/ Denis C. Tseklenis
Director
February 15, 2006
s/ James A. Sharon
Director
February 15, 2006
/s/ Bruce Persson
Director
February 15, 2006
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
CONSOLIDATED
FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
PAGE(S)
Report of Independent Registered Public Accounting Firm F-1
Consolidated Financial Statements:
Balance Sheet as of September 30, 2005 F-2
Statement of Operations for the years ended
September 30, 2005 and 2004 F-4
Statements of Changes in Stockholders' Equity
(Deficit) for the years ended September 30, 2005
and 2004 F-5
Statements of Cash Flows for the years ended
September 30, 2005 and 2004 F-6
Notes to the Consolidated Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
Kore Holdings, Inc., and Subsidiaries
Oakhurst, California
We have audited the accompanying consolidated balance sheets of Kore Holdings,
Inc., and subsidiaries, (formerly Volt Inc. and Subsidiaries), (the "Company")
as of September 30, 2005 and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for the years then
ended. These consolidated financial statements are the responsibility of
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Kore
Holdings, Inc., and subsidiaries, (formerly Volt Inc., and subsidiaries) as of
September 30, 2005, and the consolidated results of its operations, changes in
stockholders' equity (deficit), and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Gibbsboro, New Jersey
February 8, 2006
F-1
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
ASSETS
2005
----------
Current Assets:
Cash and cash equivalents $ 85,997
Restricted cash 234,240
Commissions receivable 39,009
Prepaid expenses and other assets 99,316
----------
Total Current Assets 458,562
Property and equipment, net 5,722,336
Other Assets:
Land and coal reserves 14,045,079
Goodwill 2,827,572
Licenses, net of amortization 308,334
-----------
Total Other Assets 17,180,985
-----------
Total Assets $23,361,883
===========
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEET (CONTINUED)
SEPTEMBER 30, 2005
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
2005
----------
Current Liabilities:
Accounts payable $ 199,724
Due to officer 42,723
-----------
Total Current Liabilities 242,447
Commitments and Contingencies
Stockholders' Equity (Deficit):
Class A Preferred Stock, $.001 par value,
Class B Preferred Stock, no par value,
10,000,000 shares authorized at September
30, 2005 and 14,635,999 issued and
outstanding at September 30, 2005 1.000
First Washington Class A Preferred Stock, no
par value, 15,000,000 shares authorized at
September 30, 2005 and 500,000 issued and
outstanding at September 30, 2005 50
Common Stock, $.001 par value, 400,000,000
shares authorized at September 30, 2005,
and 4,919,422 issued at September 30, 2005 4,919
Additional paid-in capital 27,996,558
Accumulated deficit (4,883,091)
------------
Total stockholders' equity (deficit) 23,119,436
------------
Total Liabilities and Stockholders'
Equity (Deficit) $23,361,883
============
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2005
(Restated)
2005 20043
---------- --------
Revenue $ 1,814,023 $ 67,500
Cost of Revenue 921,827 -
----------- --------
Gross Profit 892,796 67,500
Operating Expenses
General and administrative 897,019 123,908
Depreciation and amortization 116,665 103,668
Bad debt expense - 2,000
----------- --------
Total operating expenses 1,013,684 229,576
----------- -------
INCOME BEFORE INCOME TAXES (120,888) (162,076)
Provision for income taxes - -
----------- --------
LOSS FROM CONTINUING OPERATIONS (120,888) (162,076)
Income from discontinued operations 478 243,270
------------ --------
NET INCOME (LOSS) $ (120,410) $ 81,194
=========== ========
BASIS AND DILUTED INCOME (LOSS) PER SHARE:
Basic from continuing operations $ (0.02) $ 0.02
=========== =========
Diluted from continuing operations $ (0.02) $ 0.02
=========== =========
Basic from discontinued operations $ - $ 0.02
=========== =========
Diluted from discontinued operations $ - $ 0.02
=========== =========
WEIGHTED AVERAGE NUMBER OF BASIC COMMON
SHARES OUTSTANDING 4,919,422 4,752,755
=========== =========
WEIGHTED AVERAGE NUMBER OF DILUTED COMMON
SHARES OUTSTANDING 4,919,422 4,752,755
=========== =========
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
Preferred Stock
Common Stock Preferred Stock Class B
Shares Amount Shares Amount Shares Amount
--------------- -------------- ---------------
Balance, September 30,
2003 3,919,422 3,919 1,000,000 1,000 - -
Contributed capital by
officer - - - - - -
Net income for the year
ended September 30, 2004 - - - - - -
--------- ------ ------- ------ ------- ------
Balance, September 30,
2004 4,919,422 $ 4,919 1,000,000 1,000 - -
Shares cancelled - - - - - -
Shares issued for
Mortgage America
Bankers, LLC - - - - - -
Shares issued in
acquisition of coal
reserves and land - - - - 13,635,999 -
Dividend to former owner
- assets - - - - - -
Contributed capital by
officer - - - - - -
Net (loss) for the
year ended September
30, 2005 - - - - - -
--------- ------- -------- ------ ------- ------
Balance, September 30,
2005 4,919,432 $ 4,919 1,000,000 1,000 13,635,999 $ -
========== ======= ======== ======= ======= ======
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 20043
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
----------------- ---------- ---------- ---------
Balance, September 30,
2002 3,919,422 3,919 13,490,247 (4,770,083) 8,725,083
Acquisition/disposal of
financial service
companies - - 200,000 - 200,000
Contributed capital by
officer - - 45,400 - 45,400
Net income - as
previously reported - - - 69,534 69,534
Prior period adjustment -
see Note 10 - - - (143,326) (143,326)
--------- ------- --------- ---------- ---------
Balance, September 30,
2003 3,919,422 $ 3,919 $13,735,647 $(4,843,875) $8,896,691
Common stock issued for
licensing agent 1,000,000 1,000 499,000 - 500,000
Contributed capital by
officer - - 58,600 - 58,600
Net income - - - - 81,194 81,194
--------- ------- -------- ------------ ---------
Balance, September 30,
2004 4,919,422 $ 4,919 $14,293,247 $(4,762,681) $9,536,485
========== ======= ======== ======= ======= ======
The accompanying notes are an integral part of the consolidated
financial statements.
F-6
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
(Restated)
2005 2004
------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 81,194 $ (73,792)
----------- ----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 111,957 25,773
Net cash received in acquisition of
Yosemite Brokerage, Inc. - 54,820
Changes in assets and liabilities
Restricted cash - (61,812)
Prepaid expenses and other 2,000 (2,000)
Commissions receivable (3,703) 51,189
Accounts payable 10,175 (8,418)
--------------- ------------
Total adjustments 120,429 59,552
---------------------------------
Net cash provided by (used in)
operating activities 201,623 (14,240)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (3,133) (15,500)
---------------------------------
Net cash used in investing activities (3,133) (15,500)
The accompanying notes are an integral part of the consolidated
financial statements.
F-7
KORE HOLDINGS, INC AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
(Restated)
2005 2004
------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from contributed capital $ 58,600 45,400
---------------------------------
Net cash provided by
financing activities 58,600 45,400
---------------------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 257,090 15,660
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 15,753 93
--------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 272,843 $ 15,753
================================
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Common stock issued for intangible asset $ 500,000 $ -
============= ===========
The accompanying notes are an integral part of the consolidated
financial statements.
F-8
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION
The Company on October 16, 2004, changed its name to Kore
Holdings, Inc. The Company, at the time, increased its
authorized common shares to 400,000,000 and its preferred
stock to 100,000,000.
The Company is a power provider and marketer of alternative
energy and financial services. The Company is in the initial
stages of implementing its business plan.
Deerbrook Publishing Group, Inc. was a distributor of fine
arts. Effective March 31, 2001, Deerbrook Publishing Group,
Inc. entered into an agreement to spin off its subsidiaries;
Inter Arts, Inc. and Cimmaron Studios, Inc. As of March 31,
2001, the Company ceased it's printing and publishing business
and the shares of stock of its former operating subsidiaries
were distributed to certain shareholders. The Company did not
spin off Deerbrook Publishing, Deerbrook Publishing changed
its name to Volt, Inc. when on April 6, 2001, Denis C.
Tseklenis acquired 127,995 shares of the company's common
stock, $.001 par value per share, which constituted
approximately 53% of the company's issued and outstanding
common stock for $255,000 and there was a change in control.
At this time, the Company effected a 1 for 100 reverse stock
split for its $.001 par value common stock.
In May 2001, Mr. Tseklenis sold shares of stock of Arcadian
Renewable Power, which owns the wind farm to the Company in
exchange for 1,000,000 shares of Preferred Convertible Stock.
The wind farm had a historical value of $5,700,000.
On May 17, 2002, the Company acquired First Washington
Financial Corporation, a company that provides financial
services in Bethesda, Maryland ("First Washington"). First
Washington is a mortgage company whose emphasis lies in
residential mortgages in the greater Washington D.C. service
area. The combination was treated as a purchase with First
Washington becoming a wholly owned subsidiary of Volt, Inc.
Volt, Inc. recognized an intangible asset (goodwill) which
represented the amount of value received over the net assets
acquired. The operations of First Washington are included in
the consolidated statements of income for the year ended
September 30, 2002 from the date of inception May 17, 2002 to
September 30, 2002. There was no predecessor entity of First
Washington. The fair value of the transaction was recorded
based on the number of shares issued to First Washington
(2,000,000) at the fair value of the stock of Volt on the date
of acquisition net of a discount since the stock issued in the
acquisition was restricted stock ($1.50). The cost of the net
assets purchased and liabilities assumed approximated zero,
however, the value of $3,000,000 is based on the mortgage
company's future earnings.
The Company has acquired Opportunity Knocks, LLC. during the
third fiscal quarter of 2002 to rehab HUD homes and other
properties in Washington, D.C., Maryland and Virginia under
the HUD Gift Program. This acquisition was done simultaneously
with the acquisition of First Washington, and Opportunity
Knocks is a wholly owned subsidiary of the Company.
7
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
In fiscal 2003, the Company expanded its financial services
business, and brought in two businesses, that operationally
failed to meet the Company's business model. Subsequent to
these agreements being in force, the Company disposed of them.
Additionally, the Washington Metropolitan Area market had not
met Company expectations, so the Company's subsidiary First
Washington acquired Yosemite Brokerage, Inc. in Oakhurst,
California, a few miles from the Company's headquarters. The
Company has reflected the operations from the financial
service companies as discontinued operations in the
consolidated statements of operations for the year ended
September 30, 2005. The Company had issued Preferred Stock
Class B, which has been cancelled by the Company.
In July 2003 (effective August 1, 2003), First Washington
acquired Yosemite Brokerage, Inc. ("Yosemite"), a California
corporation for 500,000 shares of First Washington Class A
Preferred Stock. The acquisition was recorded for accounting
purposes as a purchase acquisition. The Company valued this
transaction at $200,000 ($.40 per share), which included the
recognition of $31,840 in goodwill. Yosemite was disposed of
in the second quarter ending March 31, 2005. The Company on
July 1, 2005 acquired Mortgage America Bankers, LLC, for
500,000 shares of Class B preferred stock valued at $200,000.
The Company has three other power related wholly-owned
subsidiaries, Sun Volt, Inc., Sun Electronics, Inc. and
Arcadian Renewable Power, Inc. Arcadian Renewable Power,
Inc. is the corporation that holds the Altamont Wind Farm in
the Altamont Pass in Livermore, California.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated balance sheet for September 30, 2005 and
consolidated statements of operations and cash flows for the
years September 30, 2005 and 2004 includes Kore Holdings,
Inc., and its wholly-owned subsidiaries. Intercompany
transactions and balances have been eliminated in
consolidation.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition
For the Company's financial services division, they record
commission income upon the closing of their respective
transactions.
8
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIAIRIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and
other short-term investments with an initial maturity of three
months or less to be cash or cash equivalents.
The Company maintains cash and cash equivalent balances at
several financial institutions, which are insured by the
Federal Deposit Insurance Corporation up to $100,000.
The Company also has $234,240 of restricted cash on its
balance sheet at September 30, 2005. The restricted cash has
been assigned to the majority shareholder of Kore Holdings,
Inc. The shareholder has fully guaranteed this payment by
September 27, 2006. The guarantee was supported by
substantially all the assets of the shareholder.
Property and Equipment
Property and equipment are stated at cost. Depreciation is
computed primarily using the straight-line method over the
estimated useful life of the assets.
Furniture and fixtures 5-7 years
Office and computer equipment 3-5 years
Wind Farm 40 years
Advertising
Advertising costs are typically expensed as incurred.
Advertising expense was approximately $12,840 and $24,206 for
the years ending September 30, 2005 and 2004, respectively.
Income Taxes
The income tax benefit is computed on the pretax loss based on
the current tax law. Deferred income taxes are recognized for
the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws
and statutory tax rates.
Fair Value of Financial Instruments
The carrying amount reported in the consolidated balance
sheets for cash and cash equivalents, advances receivable,
commissions receivable, accounts payable and accrued expenses
approximate fair value because of the immediate or short-term
maturity of these financial instruments.
9
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Earnings (Loss) Per Share of Common Stock
Historical net income (loss) per common share is computed
using the weighted average number of common shares
outstanding. Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as
stock issuable pursuant to the exercise of stock options and
warrants.
The following is a reconciliation of the computation for basic
and diluted EPS:
2005 2004
---- ----
Net income (loss) $(120,410) $81,194
---------- -------
Weighted- average common shares
Outstanding (Basic) 4,919,422 4,919,422
Weighted-average common stock
Equivalents:
Stock options - -
Warrants - -
---------- ----------
Weighted-average common shares
Outstanding (Diluted) 4,919,422 4,919,422
========== =========
Goodwill
In June 2001, the FASB issued Statement No. 142 "Goodwill and
Other Intangible Assets". This Statement addresses financial
accounting and reporting for acquired goodwill and other
intangible assets and supersedes APB Opinion No. 17,
Intangible Assets. It addresses how intangible assets that are
acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted
for in financial statements upon their acquisition. This
Statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially
recognized in the financial statements. This statement has
been considered when determining impairment of goodwill in
certain transactions. As of September 30, 2005, the Company
recognized $31,840 of goodwill acquired in the Yosemite
transaction. There was $31,840 of impairment of goodwill
during the year ended September 30, 2005 upon the write off of
Yosemite included in income from discontinued operations.
10
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncement
On October 3, 2001, the FASB issued Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" ("SFAS 144"), that is
applicable to financial statements issued for fiscal years
beginning after December 15, 2001. The FASB's new rules on
asset impairment supersede SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and portions of Accounting Principles Board
Opinion 30, "Reporting the Results of Operations." This
Standard provides a single accounting model for long-lived
assets to be disposed of and significantly changes the
criteria that would have to be met to classify an asset as
held-for-sale. Classification as held-for-sale is an important
distinction since such assets are not depreciated and are
stated at the lower of fair value and carrying amount. This
Standard also requires expected future operating losses from
discontinued operations to be displayed in the period(s) in
which the losses are incurred, rather than as of the
measurement date presently required. The Company has
reclassified the 2004 Statement of Operations and Cash Flows
in accordance with the FASB.
On December 16, 2004, FASB issued Statement of Financial
Accounting Standards No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for
Non-monetary Transactions (" SFAS 153"). This statement amends
APB Opinion 29 to eliminate the exception for non-monetary
exchanges of similar productive assets and replaces it with a
general exception for exchanges of non-monetary assets that do
not have commercial substance. Under SFAS 153, if a
non-monetary exchange of similar productive assets meets a
commercial-substance criterion and fair value is determinable,
the transaction must be accounted for at fair value resulting
in recognition of any gain or loss. SFAS 153 is effective for
non-monetary transactions in fiscal periods that begin after
June 15, 2005. The Company does not anticipate that the
implementation of this standard will have a material impact on
its financial position, results of operations or cash flows.
NOTE 3- PROPERTY AND EQUIPMENT
Property and equipment consist of the following at September
30, 2005:
2005
Wind Farm $5,700,000
Furniture and fixtures 5,500
Computer and office equipment 81,833
-------------
5,787,333
Less: accumulated depreciation (64,997)
--------------
Net book value $5,722,336
=============
11
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 3- PROPERTY AND EQUIPMENT (CONTINUED)
Depreciation expense for the years ended September 30, 2005
was $16,665. There is no depreciation recognized on the Wind
Farm in 2005 as it is non operational until placed in service.
The Company, upon acquisition of the Wind Farm, has classified
this asset under property and equipment. The Wind Farm
consists of hundreds of non operational turbines located in
California. The Company has received independent valuations on
Wind Farm that have valued it in excess of $14,000,000.
NOTE 4- INTANGIBLE ASSET
The Company in November 2003 issued 1,000,000 shares of its
common stock valued at $500,000 for exclusive right to
distribute power generators in northern California and Hawaii
and other agreed territories. Additionally, the Company
received the non-exclusive right to acquire the generators at
prevailing wholesale prices for distribution and the
non-exclusive license to use the name, trademark and trade
names of the manufacturer or distributor of the power
generators. The license agreements are being amortized over
the five year life. Amortization charged to expense for the
years ended September 30, 2005 was $100,000.
NOTE 5- COMMITMENTS AND CONTINGENCIES
The Company entered into a lease agreement in April 2001 in
Pleasanton, California. The Company paid $2,800 per month for
rent. This lease was terminated by the Company in October
2001, and all operations now run through the Oakhurst,
California location. The security deposit was expensed as part
of a rent payment in 2002.
NOTE 6- RELATED PARTY TRANSACTIONS
On January 1, 2003, the Company entered into a lease agreement
for the rental of office space for its home office. An officer
of the Company is a partner in the partnership that rents this
space to the Company. The lease is a five-year lease with a
five-year option, with rent of $2,750 per month. Rent expense
for the year ended September 30, 2003 of $24,750 was forgiven
by the company at September 30, 2003. Rent and utilities
expense was $52,330 for the year ended September 30, 2005.
The President of the Company owns a controlling percentage of
the common stock outstanding
12
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 7- STOCKHOLDERS' EQUITY (DEFICIT)
Common and Preferred Stock
In July 2003 (effective August 1, 2003), First Washington
issued 500,000 shares of the Class A Preferred Stock, to
acquire Yosemite Brokerage, Inc. ("Yosemite"). The acquisition
was recorded for accounting purposes as a purchase
acquisition. The transaction was valued at $200,000 ($.40 per
share), which included goodwill of $31,840. As of January 1,
2005, the companies mutually agreed to rescind the agreement.
All assets and liabilities were distributed to the owner and
the shares were cancelled.
In November 2003, the Company issued 1,000,000 shares of
common stock for an intangible asset (see Note 4). The value
for the asset was $500,000.
The Company issued 13,635,999 shares of its Class B
convertible preferred stock valued at $14,045,079.
The Company on July 1, 2005 acquired Mortgage America Bankers,
LLC, for 500,000 shares of First Washington Class B preferred
stock valued at $200,000.
NOTE 8- LAND AND COAL RESERVES
The Company acquired coal tract #4 of the Fiatt coal mine in
Fulton County, Illinois. The tract consists of approximately
100 acres of land and surface area with a tonnage of 4,356,000
tons of coal fines having a thickness of a 50 foot average
using 200 pounds/sht tn and which are certified and appraised
at $69,696,020. The Company issued 13,635,999 shares of its
Class B convertible preferred stock valued at $14,045,079.
NOTE 9- PROVISION FOR INCOME TAXES
Deferred income taxes will be determined using the liability
method for the temporary differences between the financial
reporting basis and income tax basis of the Company's assets
and liabilities. Deferred income taxes will be measured based
on the tax rates expected to be in effect when the temporary
differences are included in the Company's consolidated tax
return. Deferred tax assets and liabilities are recognized
based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
At September 30, 2005, deferred tax assets consist of the
following:
2005
Net deferred tax assets $298,816
Less: valuation allowance (298,816)
----------
$ -0-
13
KORE HOLDINGS, INC., AND SUBSIDIARIES
(FORMERLY VOLT, INC., AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2005 AND 2004
NOTE 9- PROVISION FOR INCOME TAXES (CONTINUED)
At September 30, 2005, the Company had federal net operating
loss carryforwards in the approximate amounts of $664,026
available to offset future taxable income. The Company
established valuation allowances equal to the full amount of
the deferred tax assets due to the uncertainty of the
utilization of the operating losses in future periods.
NOTE 10- SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
First Washington during the year ended September 30, 2005
acquired Mortgage American Bankers, LLC, for 500,000 shares of
First Washington Preferred Stock Class B with a value of
$200,000 ($.40 per share).
The following is a summary of the acquisition
2005
--------
Cash $ 255,605
Commissions receivable 58,334
Liabilities (113,939)
Additional paid in capital (200,000)
----------
$ -0-
==========
NOTE 11- RECLASSIFICATIONS
Certain amounts for the year ended September 30, 2004 have
been reclassified to conform to the presentation of the
September 30, 2005 amounts. The reclassifications have no
effect on net income (loss) for the year ended September 30,
2004.