For
the fiscal year ended:
|
Commission
file number:
|
June
30, 2006
|
000-50709
|
Nevada
|
77-0594821
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation)
|
Identification
No.)
|
Title of Each Class
|
Outstanding at June 30,
2006
|
|
Common Stock, par value $0.001
per share
|
9,843,046
|
Part
I
|
3
|
Item
1 - Description of Business
|
3
|
Item
2 - Description of Properties
|
10
|
Item
3 - Legal Proceedings
|
10
|
Item
4 - Submission of Matters to Vote of Security Holders
|
11
|
Part
II
|
12
|
Item 5 - Market for
Common Equity, Dividends, Related Stockholder Matters and Small Business
issuer Purchases
of Equity Securities
|
12
|
Item
6 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
12
|
Item
7 - Financial Statements
|
17
|
Item
7A - Notes to the Financial Statements
|
22
|
Part
III
|
32
|
Item 8
- Directors, Executive Officers, Promoters, Control Person and Corporate
Governance: Compliance With Section 16(a) of The Exchange
Act
|
32
|
Item 9
- Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
33
|
Item
10 - Certain Relationships and Related Transactions, and Directory
Independence
|
33
|
Item
11- Principal Accountant Fees and Services
|
33
|
1)
|
They
have suffered a catastrophic financial event. Usually, this includes a
major illness, divorce, or a period of unemployment.
|
|
2)
|
They
fail to practice good financial judgment. This is usually due to lack of
training or understanding of personal financial
management.
|
|
3)
|
They
have no established credit.
|
Ø
|
State Licensing
Requirements - We maintain a banking license and dealership
licenses required in Arizona.
|
Ø
|
Fair Debt Collection
Act - The Fair Debt Collection Act prohibits us from contacting
customer during certain times and at certain places, from using certain
threatening practices and from making false implications when attempting
to collect a debt.
|
Ø
|
Truth in Lending Act -
The Truth in Lending Act requires us to make certain disclosures to
customers, including the terms of repayment, the total finance charge and
the annual percentage rate charged on each contract.
|
Ø
|
Equal Credit Opportunity
Act - The Equal Credit Opportunity Act prohibits creditors from
discriminating against loan applicants on the basis of race, color, sex,
age or marital status. Regulation B, in the Equal Credit Opportunity Act,
requires creditors to make certain disclosures regarding consumer rights
and advises consumers whose credit applications are not approved of the
reason for the rejection.
|
Ø
|
Fair Credit Reporting
Act - The Fair Credit reporting Act requires us to provide certain
information to consumers whose credit applications are not approved on the
basis of a report obtained from a consumer-reporting
agency.
|
Ø
|
Gramm-Leach-Bliley Act
- The Gramm-Leach-Bliley Act requires us to maintain privacy with respect
to certain consumer data in our possession and to periodically communicate
with consumers on privacy matters.
|
Ø
|
Solders’ and Sailors Civil
Relief Act - The Solders’ and Sailors’ Civil Relief Act requires us
to reduce the interest rate charged on each loan to customer who have
subsequently joined, enlisted, been inducted or called in active military
duty.
|
Ø
|
Electronic Funds Transfer
Act - The Electronic Funds Transfer Act prohibits us from requiring
our customer to repay a loan or other credit by electronic funds transfer
(“EFT”). We are also required to provide certain documentation to our
customer when an EFT is initiated and to provide certain notifications to
our customer with regard to preauthorized
payments.
|
Ø
|
Telephone Consumer Protection
Act - The Telephone Consumer Protection Act prohibits telephone
solicitation calls to a customer’s home before 8 a.m. or after 9 p.m. In
addition, if we make a telephone solicitation call to a customer’s home,
the representative making the call must provide his or her name, our name,
and telephone number or address at which our representative may be
contacted. The Telephone Consumer Protection Act also requires that we
maintain a record of any requests by customer not to receive future
telephone solicitations, which must be maintained for five
years.
|
Ø
|
Bankruptcy - Federal
bankruptcy and related state laws may interfere with or affect our ability
to recover collateral or enforce a deficiency
judgment.
|
Fiscal 2006
|
High
|
Low
|
||||||
Fourth
Quarter
|
$ | 0.84 | $ | 0.17 | ||||
Third
Quarter
|
$ | 0.50 | $ | 0.30 | ||||
Second
Quarter
|
$ | 1.07 | $ | 0.35 | ||||
First
Quarter
|
N/A | N/A |
6/30/06
|
6/30/05
|
|||||||
Accounts Receivable
(net)
|
4,175,483 | 48,300 | ||||||
Inventory
|
624,898 | 336,386 | ||||||
Equipment
|
40,733 | 3,920 | ||||||
Goodwill
|
928,747 | 1,628,482 | ||||||
Accounts
Payable
|
406,002 | 329,425 | ||||||
Taxes
Payable
|
391,757 | 117,680 |
June
30,
2006
|
June
30,
2005
|
|||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
|
27,433 | 736,910 | ||||||
Accounts
Receivable – Net
|
1,582,495 | 48,300 | ||||||
Inventory
|
624,898 | 336,386 | ||||||
Other
Current Assets
|
189,046 | 6,029 | ||||||
2,423,872 | 1,127,625 | |||||||
Equipment
– Net
|
40,733 | 3,920 | ||||||
Long
Term Portion of Notes Receivable
|
2,592,988 | |||||||
Goodwill
|
928,747 | , | 1,628,482 | |||||
5,986,340 | 2,760,027 | |||||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Accounts
Payable
|
406,002 | 329,425 | ||||||
Taxes
Payable
|
391,757 | 117,680 | ||||||
Line
of Credit
|
2,480,571 | |||||||
Accrued
Payroll Payable
|
56,303 | 17,455 | ||||||
Repossession
Accrual
|
118,616 | |||||||
Other
Loans
|
146,554 | 99,565 | ||||||
Total
Liabilities
|
3,481,186 | 682,741 | ||||||
Stockholders'
Equity
|
||||||||
Common
Stock, authorized
|
||||||||
100,000,000
shares, $0.001 par value;
|
||||||||
Issued
and outstanding
|
||||||||
June
30, 2006 - 9,863,045 shares
|
||||||||
June
30, 2005 - 8,157,661 shares
|
1,005,500 | 8,157 | ||||||
Paid
in Capital
|
3,569,974 | 3,523,117 | ||||||
Retained
Earnings/(Deficit)
|
(2,070,319
|
) | (1,453,988 | ) | ||||
Total
Stockholder's Equity
|
2,505,154 | 2,077,286 | ||||||
5,986,340 | 2,760,027 |
Year
Ended
June
30,
2006
|
Year
Ended
June
30,
2005
|
|||||||
Income
|
||||||||
Vehicle
& Finance Income
|
11,683,864.65 | 2,092,912 | ||||||
Cost
of Goods Sold
|
8,039,314.50 | 1,960,587 | ||||||
Gross
Profit/Loss
|
3,644,550.15 | 132,325 | ||||||
Expenses
|
||||||||
General
and Administrative
|
3,191,063.35 | 1,582,313 | ||||||
Stock
for Services
|
||||||||
Write
off of Reserves
|
213,887.00 | |||||||
Profit
before Income Taxes
|
239,599.80 | (1,449,988 | ) | |||||
Impairment
of Goodwill
|
686,867.64 | |||||||
Provision
for Income Tax
|
||||||||
Net
Income (Loss)
|
(447,267.84 | ) | (1,449,988 | ) | ||||
Basic
and Diluted
|
||||||||
Earnings
per Share before
Impairment
|
0.02 | |||||||
Net
(Loss) per Common Share
|
(0.05 | ) | (0.15 | ) |
Accumulated
|
||||||||||||||||||||||||
Paid
in
|
Subscriptions
|
Deficit
|
Total
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
(Restated)
|
Equity
|
|||||||||||||||||||
Balance
June 30, 2003
|
319,878 | 320 | (320 | ) | 0 | |||||||||||||||||||
Common
Shares Issued to Founders
|
13,333,333 | 13,333 | (9,333 | ) | 4,000 | |||||||||||||||||||
Common
Shares Subscribed
|
1,333,333 | 1,333 | 998,667 | (1,000,000 | ) | 0 | ||||||||||||||||||
Net
(Loss)
|
(178,405 | ) | (178,405 | ) | ||||||||||||||||||||
Balance
June 30, 2004
|
14,986,544 | 14,986 | 989,014 | (1,000,000 | ) | (178,405 | ) | (174,405 | ) | |||||||||||||||
Cash
received on Subscriptions Receivable
|
||||||||||||||||||||||||
with
additional Shares Issued
|
3,666,667 | 3,667 | (3,667 | ) | 1,000,000 | 1,000,000 | ||||||||||||||||||
Common
shares issued for cash
|
1,900,001 | 1,900 | 1,548,174 | 1,550,074 | ||||||||||||||||||||
Common
shares issued for acquisition
|
322,042 | 322 | 300,105 | 300,427 | ||||||||||||||||||||
Common
shares canceled
|
(13,333,333 | ) | (13,333 | ) | 9,333 | (4,000 | ) | |||||||||||||||||
Common
shares for service
|
615,741 | 616 | 680,157 | 680,773 | ||||||||||||||||||||
Net
(Loss)
|
(1,449,988 | ) | (1,449,988 | ) | ||||||||||||||||||||
Balance
June 30, 2005
|
8,157,662 | 8,157 | 3,523,116 | 0 | (1,628,393 | ) | 1,902,880 | |||||||||||||||||
Stock
Scribed
|
1,005,500 | 1,005,500 | ||||||||||||||||||||||
Purchase
of Global-E Investments
|
1,550,000 | 1,550 | (1,550 | ) | 0 | |||||||||||||||||||
Stock
for services
|
70,000 | 70 | 30,130 | 30,200 | ||||||||||||||||||||
Common
shares issued for cash
|
65,384 | 8,500 | 8,500 | |||||||||||||||||||||
1,005,500 | (1,005,500 | ) | ||||||||||||||||||||||
Net
(Loss)
|
(441,926 | ) | (441,926 | ) | ||||||||||||||||||||
Balance,
June 30, 2006
|
9,843,046 | 9,777 | 4,565,696 | 0 | (2,070,319 | ) | 2,505,154 |
Year
|
Year
|
|||||||
ended
|
ended
|
|||||||
June
30,
|
June
30,
|
|||||||
2006
|
2005
|
|||||||
Operating
Activities
|
||||||||
Net
Income
|
(441,926 | ) | (1,449,988 | ) | ||||
Significant
Non-Cash Transactions
|
||||||||
Goodwill
Purchase
|
300,426 | |||||||
Shares
cancelled
|
1,764,018 | |||||||
Common
stock for services
|
30,200 | (4,000 | ) | |||||
Depreciation/Amortization
Expense
|
49,613 | 571 | ||||||
Changes
in assets and liabilities
|
||||||||
(Increase)/Decrease
in Receivables
|
(4,227,953 | ) | (150,435 | ) | ||||
(Increase)/Decrease
in Inventory
|
(288,512 | ) | (336,386 | ) | ||||
(Increase)/Decrease
in Other Current Assets
|
(89,617 | ) | 373,153 | |||||
(Decrease)/Increase
in Accounts Payable
|
76,577 | 118,264 | ||||||
(Decrease)/Increase
in Other Liabilities
|
342,067 | |||||||
Net
Cash (Used) by Operating Activities
|
(4,107,626 | ) | 2,065,611 | |||||
Investing
Activities
|
||||||||
Purchase
of Fixed Assets
|
(121,568 | ) | (4,491 | ) | ||||
Write
off Reserves
|
213,887 | |||||||
Impairment
of Goodwill
|
686,868 | (1,627,035 | ) | |||||
Purchase
of Goodwill
|
||||||||
779,186 | (1,631,526 | ) | ||||||
Financing
Activities
|
||||||||
Proceeds
from sale of stock
|
2,021,779 | |||||||
Proceeds
from Shareholders loans
|
99,565 | |||||||
Stock
Subscriptions Sold/Paid
|
1,005,500 | |||||||
Common
Stock sold
|
||||||||
Bank
loan
|
2,055,389 | |||||||
3,060,889 | 2,121,344 | |||||||
Net
Increase/(Decrease) in Cash
|
(709,477 | ) | 732,288 | |||||
Cash,
Beginning of Period
|
736,910 | |||||||
27,433 | 732,288 | |||||||
Significan
Non-cash transactions
|
||||||||
Purchase
of Navicom, see notes
|
||||||||
Merger
with Global-E Investments see notes
|
||||||||
Stock
for Services, 50,000 shares @ $0.05
|
25,000 | |||||||
Stock
for Services, 20,000 shares @ $0.26
|
5,200 | |||||||
Supplemental
Information:
|
||||||||
Period
interest
|
79,455 | |||||||
Income
Taxes paid
|
Furniture,
fixtures and equipment
|
3
to 7 years
|
Leasehold
improvements
|
5
to 15 years
|
Financed
Contracts Receivable
|
$
|
3,557,142
|
||
Allowance
for doubtful accounts
|
(100,000
|
)
|
||
Financed
Contracts-net
|
$
|
3,457,142
|
June
30,
|
June
30,
|
|||||||
2006
|
2005
|
|||||||
Accounts
Receivable
|
$ | 432,071 | $ | 341,913 | ||||
Less:
Allowance for Doubtful Accounts
|
(7,690 | ) | (13,677 | ) | ||||
Net
Accounts Receivable
|
$ | 424,381 | $ | 328,236 | ||||
Total
Receivables net
|
$ | 3,989,213 |
June
30,
|
June
30,
|
|||||||
2006
|
2005
|
|||||||
Furniture,
fixtures and Equipment
|
$ | 35,916 | $ | 4,491 | ||||
Leasehold
improvements
|
2,624 | 0 | ||||||
Computers
& Software
|
9,396 | |||||||
Less
accumulated depreciation
|
(7,203 | ) | (571 | ) | ||||
Net
Equipment
|
$ | 40,733 | $ | 3,920 |
Year
Ending June 30,
|
2006
|
2005
|
||||||
Navicom
purchase
|
$ | 214,401 | $ | 214,401 | ||||
Mesa
Lot Purchase
|
498,028 | 498,028 | ||||||
Tucson
Lot Purchase
|
212,318 | 164,318 | ||||||
Sunburst
Lot Purchase
|
4,000 | 751,735 | ||||||
Total
|
$ | 928,747 | $ | 1,628,482 |
|
1)
|
The
auction proceeds did not achieve the expected results in terms of cash
flow and profitability. While the Company devoted considerable capital and
advertising to expand the auction, the results still failed to achieve the
Company’s expectations.
|
|
2)
|
The
Company determined that the Sunburst auction was becoming a drain on
capital, advertising and labor, thus inhibiting profitability and growth
of its BHPH business.
|
|
3)
|
The
Sunburst staff inherited in the acquisition did not perform to
expectations [NOTE: none of those employees are still with the
company]
|
Quarter
ended March 31,
|
2006
|
2005
|
||||||
Provision
for income taxes:
|
||||||||
Current
taxes payable
|
$ | 0 | $ | 0 | ||||
Change
in the deferred tax asset
|
||||||||
(net
of the valuation account)
|
0 | 0 | ||||||
Total
|
$ | 0 | $ | 0 |
Assets
|
||||
Cash
|
$
|
1,689
|
||
Accounts
Receivable
|
26,223
|
|||
Furniture
& Fixtures
|
1,551
|
|||
Total
Assets
|
$
|
29,463
|
Liabilities and Stockholders
Equity
|
||||
Accounts
Payable
|
$
|
11,744
|
||
Payroll
|
908
|
|||
Sales
Tax Payable
|
364
|
|||
Loan
|
15,000
|
|||
Total
Liabilities
|
28,016
|
|||
Net
Equity
|
1,447
|
|||
Total
Liabilities and
|
||||
Stockholders
Equity
|
$
|
29,463
|
Equipment
& fixtures
|
$
|
250,000
|
||
Leasehold
Improvement
|
100,000
|
|||
No
Compete Covenant
|
5,000
|
|||
Goodwill
|
375,000
|
|||
Escrow
Costs
|
1,735
|
|||
Total
Investment
|
$
|
751,735
|
Cars
|
GPS
Units
|
Total
|
||||||||||
Sales
|
$ | 2,651,686 | $ | 74,902 | $ | 2,726,588 | ||||||
Costs
of Goods Sold
|
1,551,166 | 85,218 | 1,636,384 | |||||||||
Gross
Profit
|
$ | 1,100,520 | $ | (10,316 | ) | $ | 1,090,204 |
2006
|
$
|
237,679
|
||
2007
|
253,983
|
|||
2008
|
253,983
|
|||
2009
|
253,983
|
|||
2010
|
253,983
|
|
Ø
|
Use of multiple nonintegrated
computer systems, some of which are lacking adequate
security
|
|
Ø
|
Inadequate
security of sensitive information
|
|
Ø
|
Collection
of cash payments by the lots
|
Description
|
2006
|
|||||||
Before
|
After
|
|||||||
Prepaid
Expense/Other Assets
|
$ | 95,646 | 189,046 | |||||
Goodwill
and Intangibles
|
1,022,147 | 928,747 |
Name
|
Age
|
Position
with the Company
|
||
Scott
Miller
|
46
|
Chief
Executive Officer and Director
|
||
Theodore
Valenzuela II
|
45
|
Chief
Operations Officer
|
||
Faith
Forbis
|
|
52
|
|
Chief
Financial Officer
|
|
Ø
|
Treat each co-worker with
dignity, as an individual.
|
|
Ø
|
Respect and improve the lives of
our customers.
|
|
Ø
|
Tolerate honest mistakes borne of
well-meaning effort.
|
|
Ø
|
Promote opportunities from within
to our co-workers.
|
|
Ø
|
Honesty, passion, and integrity
in everything we do.
|
|
Ø
|
Lead the industry with innovative
products and services.
|
Fiscal
2006
|
Fiscal
2005
|
|||||||
Audit
fees
|
$ | 18,015 | $ | 17,500 | ||||
Tax
fees
|
0 | 0 | ||||||
Total
fees
|
$ | 18,015 | $ | 17,500 |
Item
1.
|
Legal
Proceedings
|
31.1
|
Rule
13a-14(a) certification
|
31.2
|
Rule
13a-14(a) certification
|
32.1
|
Rule
Section 1350 certification
|
31.1.
|
Rule
13a-14(a) certification
|
31.2.
|
Rule
13a-14(a) certification
|
32.1.
|
Rule
Section 1350
certification
|