UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Quarterly period Ended: September 30, 2005; or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 0-2616
---------------------------------
CONSUMERS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1666392
------------------------------ -------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
132 Spruce Street, Cedarhurst, NY 11516
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(516) 792-0900
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all Reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |_| No |X|
The number of shares outstanding of the registrant's common stock, $0.001
par value, as of March 22, 2007, was 38,167,499.
Transitional Small Business Disclosure Format. Yes |_| No |X|
1
CONSUMERS FINANCIAL CORPORATION
Report on Form 10-QSB
For the Quarter Ended September 30, 2005
INDEX
Page
Part I. Financial Information
Item 1. Financial Statements (unaudited).......................... 3
Consolidated Balance Sheet ............................... 4
Consolidated Statements of Operations .................... 5
Consolidated Statements of Cash Flows..................... 6
Notes to the Consolidated Financial Statements ........... 7
Item 2. Management's Discussion and Analysis
or Plan of Operation ..................................... 10
Item 3. Controls and Procedures .................................. 14
Part II. Other Information
Item 1. Legal Proceedings ........................................ 14
Item 2. Changes in Securities .................................... 15
Item 3. Defaults Upon Senior Securities .......................... 15
Item 4. Submission of Matters to a Vote of
Security Holders ................................ 15
Item 5. Other Information ........................................ 15
Item 6. Exhibits and Reports on Form 8-K ......................... __
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005 and December 31, 2004
3
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2005 2004
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 962 $ 15,007
Prepaid expenses 13,301 13,301
------------ ------------
Total Current Assets 14,263 28,308
------------ ------------
FIXED ASSETS, NET 2,040 1,065
------------ ------------
OTHER ASSETS
Prepaid insurance 26,604 35,465
------------ ------------
Total Other Assets 26,604 35,465
------------ ------------
TOTAL ASSETS $ 42,907 $ 64,838
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Trade accounts payable $ 199,365 $ 195,676
Accrued wages 3,328 315,612
Other accrued expenses 251,079 24,200
Notes payable 210,000 110,000
Notes payable - related parties 25,092 50,423
------------ ------------
Total Current Liabilities 688,864 695,911
------------ ------------
TOTAL LIABILITIES 688,864 695,911
------------ ------------
REDEEMABLE PREFERRED STOCK
Preferred stock; Series A, 8.50 % cumulative convertible, 10,000,000
shares authorized, 68,376 shares issued and outstanding 683,760 678,582
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, Class D; 4,000,000 shares authorized at $0.01 par
value; 4,000,000 and -0- shares issued and outstanding, respectively 40,000 --
Common stock; 80,000,000 shares authorized at $0.01 par value;
54,675,311 and 3,793,149 shares issued and outstanding, respectively 546,753 37,932
Additional paid-in capital 18,303,203 12,473,129
Treasury stock - preferred (18,070) (18,070)
Stock Subscription Receivable (2,242,969) (242,969)
Deficit accumulated prior to the development stage (9,188,118) (9,188,118)
Deficit accumulated during the development stage (8,770,516) (4,371,559)
------------ ------------
Total Stockholders' Equity (Deficit) (1,329,717) (1,309,655)
------------ ------------
TOTAL LIABILITIES, REDEEMABLE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) $ 42,907 $ 64,838
============ ============
The accompanying notes are an integral part of
these consolidated financial statements.
4
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From Inception
of the
Development
For the Three For the Nine Stage on
Months Ended Months Ended January 1, 2003
September 30, September 30, Through
----------------------------- ---------------------------- September 30,
2005 2004 2005 2004 2005
------------ ------------ ------------ ------------ ------------
REVENUES $ 137,269 $ -- $ 137,269 $ -- $ 137,269
EXPENSES
General and
administrative 221,999 87,068 366,124 280,388 1,548,747
Bad debt expense -- -- -- -- 27,500
Salaries and wages 308,375 134,500 437,125 384,063 3,455,486
Consulting 30,000 27,500 214,486 113,300 353,647
Depreciation 456 245 947 736 2,371
Impairment of goodwill 1,994,000 -- 1,994,000 -- 1,994,000
Stock subscription
for bad debts -- -- 1,500,000 -- 1,547,031
------------ ------------ ------------ ------------ ------------
Total Expenses 2,554,830 249,313 4,512,682 778,487 8,928,782
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (2,417,561) (249,313) (4,375,413) (778,487) (8,791,513)
------------ ------------ ------------ ------------ ------------
OTHER EXPENSES
Interest income -- -- -- 396 4,309
Interest expense (5,694) (1,558) (18,366) (11,279) (41,822)
Gain on extinguishment
of debt -- -- -- -- 56,023
Other income -- 18,952 -- 21,439 2,487
------------ ------------ ------------ ------------ ------------
Total Other
Expenses (5,694) 17,394 (18,366) 10,556 20,997
------------ ------------ ------------ ------------ ------------
NET LOSS $ (2,423,255) $ (231,919) $ (4,393,779) $ (767,931) $ (8,770,516)
============ ============ ============ ============ ============
BASIC LOSS PER SHARE $ (0.07) $ (0.01) $ (0.16) $ (0.04)
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 35,840,080 23,931,499 26,844,351 20,355,464
============ ============ ============ ============
The accompanying notes are an integral part of
these consolidated financial statements.
5
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From Inception of
For the Nine the Development
Months Ended Stage on January 1,
September 30, 2003 Through
------------------------------ September 30,
2005 2004 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,393,779) $ (767,931) $ (8,770,516)
Adjustments to reconcile net loss to
net cash used by operating activities:
Bad debt expense 1,500,000 -- 1,547,031
Common stock issued for services 144,486 319,038 3,062,114
Depreciation 947 737 2,363
Amortization of deferred compensation -- 85,800 85,800
Impairment of goodwill 1,994,000
Changes in operating assets and liabilities:
Change in restricted cash -- 263,103 296,155
Change in other assets -- -- 87,363
(Increase) decrease in prepaid expenses 8,861 9,711 (11,698)
Increase (decrease in accounts payable and
accrued expenses 658,693 134,723 789,553
Increase in contingent and other liabilities -- -- 101,315
------------ ------------ ------------
Net Cash Used by Operating Activities (86,792) 45,181 (2,810,520)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,922) -- (2,936)
------------ ------------ ------------
Net Cash Used by Investing Activities (1,922) -- (2,936)
------------ ------------ ------------
CASH FLOWS FROM FINIANCING ACTIVITIES
Net proceeds from notes payable 100,000 50,000 209,000
Net proceeds from notes payable - related (25,331) 13,617 22,592
Purchase of redeemable preferred stock -- -- (18,070)
Common stock issued for cash -- -- 26,000
Change in bank overdraft -- (7,242) --
------------ ------------ ------------
Net Cash Provided by Financing
Activities 74,669 56,375 239,522
------------ ------------ ------------
NET DECREASE IN CASH (14,045) 101,556 (2,573,934)
CASH AT BEGINNING OF PERIOD 15,007 100 165,758
------------ ------------ ------------
CASH AT END OF PERIOD $ 962 $ 101,656 $ (2,408,176)
============ ============ ============
The accompanying notes are an integral part of
these consolidated financial statements.
6
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From Inception of
For the Nine the Development
Months Ended Stage on January 1,
September 30, 2003 Through
------------------------------ September 30,
2005 2004 2005
------------ ------------ ------------
SUPPLIMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ 144,486 $ 319,038 $ 3,062,114
Common stock issued for deferred
compensation $ -- $ -- $ 85,800
The accompanying notes are an integral part of
these consolidated financial statements.
7
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2005 and December 31, 2004
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations, and cash flows at for the three and nine months ended
September 31, 2005 and 2004, and from inception of the development
stage on January 1, 2004 through September 30, 2005, and for all
periods presented herein, have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31,
2004 audited financial statements. The results of operations for the
periods ended September 30, 2005 and 2004 are not necessarily
indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.
However, at September 30, 2005, the Company had minimal current
assets totaling $14,263, and its current liabilities of $688,864
exceeded its current assets by $674,601. The Company's current
liabilities consist primarily of trade accounts payable ($199,365),
and various notes payable and other accrued expenses. The Company
had a total accumulated deficit of $17,958,634, and was delinquent
in its payments on certain liabilities. These matters raise
substantial doubt about the Company's ability to continue as a going
concern.
The Company is currently investigating various strategic alliances,
as well as the merger or combination of existing businesses within
the Company. The new management of the Company is initially focusing
on joint ventures with, or acquisitions of companies in the real
estate, construction management and medical technology sectors as
well as the direct purchase of income-producing real estate.
However, there is no assurance that the Company's efforts in this
regard will be successful. In fact, given the Company's current cash
position, without new revenues and/or immediate financing, the
Company's efforts to develop the above-referenced businesses are not
likely to succeed.
8
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2005 and December 31, 2004
NOTE 2 - GOING CONCERN (Continued)
The Company's ability to continue as a going concern is dependent on
its success in developing new cash revenue sources or,
alternatively, in obtaining short-term financing while its
businesses are being developed. There are no assurances that such
financing can be obtained or, if available, be obtained at terms
acceptable to the Company. To the extent that such financing is
equity-based, this may result in significant ownership dilution for
the existing company shareholders.
The consolidated financial statements presented herein do not
include any adjustments that might result from the outcome of this
uncertainty.
In addition, due to the fact that the Company's planned principal
operations have not materially commenced and the Company has not
developed an on-going flow of revenues, the Company is considered to
have entered the development-stage. January 1, 2004 is the date
management has determined most accurately reflects the Company's
re-entrance into the development stage.
NOTE 3 - SIGNIFICANT EVENTS
In March 2005 the Company issued 5,000,000 shares of common stock to
an unrelated third party in exchange for subscriptions receivable at
$0.30 per share. This issuance was in addition to 1,400,000 shares
issued during the 2004 calendar year under the same terms.
In May 2005 the Company issued an additional 481,621 shares of
common stock to an unrelated entity as consideration for consulting
services rendered. In addition, the Company cancelled 5,000,000
shares of its previously issued common stock, due to non-performance
of services agreed upon.
In August 2005 the Company issued 45,900,541 shares of common stock
to its chief executive officer, as payment for approximately
$735,000 in accrued wages.
In August 2005 the Company issued 4,000,000 series D preferred
shares in order to complete the acquisition of G.S. Woodmere, Inc.,
an entity specializing in performing medical billing services.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
CAUTIONARY FORWARD - LOOKING STATEMENT
The following discussion should be read in conjunction with the Company's
financial statements and related notes.
Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:
- the volatile and competitive nature of the Company's business,
- the uncertainties surrounding the rapidly evolving markets in
which the Company competes,
- the arrangements with present and future customers and third
parties.
Should one or more of these risks or uncertainties materialize or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.
Business Overview
Consumers Financial Corporation (the "Company") was formed in 1966 as 20th
Century Corporation (a Pennsylvania corporation) and adopted its present name in
1980. The Company was an insurance holding company which, until late 1997, was a
leading provider, through its subsidiaries, of credit life and credit disability
insurance in the states of Pennsylvania, Delaware, Maryland, Nebraska, Ohio and
Virginia. In connection with its credit insurance operations, the Company also
marketed, as an agent, an automobile extended service warranty product. The
Company operated through various wholly-owned subsidiaries since it was formed;
however, as of December 31, 2002, all of these subsidiaries have either been
sold or liquidated and dissolved. From 1992 through 1997, the Company also sold
all of its in-force insurance policies to various third party insurers.
On March 24, 1998, the Company's shareholders approved a Plan of
Liquidation and Dissolution (the "Plan of Liquidation"), pursuant to which the
Company would be liquidated and dissolved. The Plan of Liquidation permitted the
Board of Directors to continue to consider other alternatives to liquidating the
Company if such alternatives were deemed by the Board to be in the best interest
of the Company and its shareholders. It became apparent to the Board during 2001
that the common shareholders would not receive any distribution under the Plan
of Liquidation, and the preferred shareholders would receive less than the full
liquidation value of their shares. Consequently, the Board concluded that
selling the Company for its value as a "public company shell" was a better
alternative for the common and preferred shareholders than liquidating the
Company. Accordingly, in August 2001, the Company sent request for proposal
letters to several investor groups that had expressed an interest in acquiring
the Company, and also issued a press release soliciting similar offers. In
October 2001, the Board of directors met to consider three offers which were
received, one of which was from CFC Partners, Ltd. ("CFC Partners"). Following
its review of each offer, the Board determined that the offer from CFC Partners
was the best offer. In February 2002, the Company and CFC Partners entered into
an option agreement (the "Option Agreement") which permitted CFC Partners to
acquire a 51.2% interest in the Company's common stock for $108,000, or $.04 per
common share. The purchase price was deposited into an escrow account held by
the Company in March 2002.
10
The option held by CFC Partners was exercisable within 15 business days
following the completion by the Company of a tender offer to its preferred
shareholders. The completion of the tender offer was, in turn, dependent on the
sale of the Company's remaining insurance subsidiary, since substantially all of
the Company's assets were held by the subsidiary and state insurance laws would
not permit the withdrawal of those assets. In June 2002, the Company completed
the sale of the insurance subsidiary, and in August 2002, the Company purchased
377,288 shares of preferred stock at $4.40 per preferred share plus accrued
dividends, representing 83.4% of the then total shares outstanding, from those
preferred shareholders who elected to tender their shares.
On August 28, 2002, CFC Partners exercised its option to acquire a
majority of the outstanding common shares of the Company. Accordingly, on that
date, the Board of Directors terminated the Plan of Liquidation and authorized
the issuance of 2,700,000 shares of common stock to CFC Partners. In accordance
with the Option Agreement with CFC Partners, the Company deposited the sum of
$331,434 into an escrow account, such amount representing the tender price of
$4.40 per preferred share multiplied by the 75,326 preferred shares not tendered
at that time.
On May 8, 2003, Vaughn Partners LLC ("Vaughn"), an Illinois limited
liability company in which the Company owns a 37.5% interest, acquired a
garden-type apartment complex located in Springfield, Illinois for a purchase
price of $5,440,940. The purchase price was comprised of (i) a $4,650,000
interest only bank loan secured by a first mortgage lien on the property payable
in two years, (ii) a $1,200,000 second mortgage on the property with principal
amounts of $500,000 due six months from acquisition and $700,000 due twelve
months from acquisition, (iii) a $100,000 interest-free loan made by a private
investor due in full on June 13, 2003 and which accrues interest at an annual
rate of 18% beyond its due date, and (iv) $200,000 in cash which was contributed
by third party investors to Vaughn. Vaughn is currently in default on the second
mortgage and on the $100,000 private investor loan. As a result of the default
under the second mortgage, the second mortgagee has the right to, among other
rights, sell the property, collect all rental income from the property and
exclude Vaughn from the proceeds thereof. As a result of the default under the
$100,000 loan, Vaughn is liable for accrued interest from June 15, 2003 at an
annual rate of 18% plus all costs and fees incurred by the lender in collecting
the amounts due under the note. The Company has no obligations under or
guarantees of these notes and the Company's financial risk is limited to its
investment in Vaughn, which is carried at zero value, with the exception of a
reserve in the amount of $200,000 which was created in order to absorb any
liabilities arising from the Vaughn partnership.
11
Effective as of October 31, 2003, the Company approved an amended
operating agreement whereby Spartan would transfer to the Company 24.22% of its
interest in Vaughn in consideration for issuance by the Company of 250,000
shares of common stock. This amended operating agreement memorializing this
arrangement was not executed by members of Vaughn Partners holding 5% of the
membership interests and the 250,000 shares of common stock were not issued.
This amended operating agreement has therefore not and will not be ratified.
The 37.5% equity interest in Vaughn is being accounted for under the
equity method in the Company's financial statements at December 31, 2003.
On January 29, 2004, the Company, pursuant to approval by shareholders at
a special meeting held in August 2003, filed an amendment to its Articles of
Incorporation increasing its authorized capital shares to 50 million; 40 million
in common shares and 10 million in preferred shares.
In August 2005 the Company issued 4,000,000 series D preferred shares to
complete the acquisition of G.S. Woodmere, Inc., and entity specializing in
performing medical billing services.
Plan of Operation
Prior to the discontinuation of its business operations as noted above,
the Company operated in three industry segments: the Automotive Resource
Division, which marketed credit insurance and other products and services to its
automobile dealer customers, the Individual Life Insurance Division and the Auto
Auction Division. These segments did not include the corporate activities of the
Company. Effective with the real estate acquisition by Vaughn, the Company,
through its Vaughn subsidiary operates a garden-type apartment complex in
Springfield, Illinois.
The Company intends to initially expand into the real estate, construction
management, insurance agent and medical technology industries through a
combination of strategic alliances, mergers or consolidations, or acquisitions.
With respect to its plans for the real estate business, the Company
intends to acquire additional garden-type apartment complexes initially in
Illinois and New York and subsequently in other northeastern United States
locations. The Company also expects to become involved in real estate
development activity, initially in the New York area.
In connection with its construction management initiatives, the Company
intends to manage its real estate development activities as well as selected
outside projects.
With regard to the medical technology business, the Company plans to
develop, own and operate positron emission tomography ("PET") imaging centers
initially in the New York area and then in other regional locations. The Company
has formed a 55% owned subsidiary, P.E.T Centers of America LLC, and through
this subsidiary, has initiated some business arrangements, but none of
significant consequence to date. In September the Company, through its
subsidiary, had signed a lease for a PET center in Suffolk County, New York, but
subsequently the lease terminated. The Company received a letter from the
landlord dated November 11, 2003 claiming that the Company and the subsidiary
are liable to the landlord for all costs and expenses incurred in connection
with enforcing the lease provisions as well as liquidated damages provided for
in the lease (the present value of the lease payments discounted at 6%). The
Company has received no further communications from the landlord in connection
with its demand. The Company has accrued $355,676 associated with this
terminated lease.
12
During April, 2003, the Company entered into a Memorandum of Understanding
with Mariculture Systems, Inc. ("Mariculture") whereby the Company would acquire
60% of the outstanding shares of Mariculture in exchange for the Company's
management and financial expertise. Mariculture designs, builds and operates
aquaculture farms used for raising certain species of fish for the consumer
market. Although not aggressively pursued by either party to date, and still
requiring appropriate due diligence review and board approvals, this memorandum
has no expiration date and neither party has expressed an intent to terminate
it.
In August 2005 the Company issued 4,000,000 series D preferred shares to
complete the acquisition of G.S. Woodmere, Inc., and entity specializing in
performing medical billing services. The Company intends to continue working
with its Woodmere subsidiary to increase the efficiency and profitability of its
medical billing operations.
Results of Operations
A discussion of the material factors which affected the Company's results
of operations for the three months ended March 31, 2004 and 2003 is presented
below.
THREE MONTHS ENDED SEPTEMBER 30, 2005
For the three months ended September 30, 2005, the Company reported a net
loss of $2,423,255 ($0.07 per share) compared to a net loss of $231,919 ($0.01
per share) in the third quarter of fiscal 2004. Since the Company now has only a
nominal amount of revenues, the current year net loss is primarily the result of
increased expenses incurred while the Company was developing new business
opportunities. Among these expenses is an impairment of goodwill in the amount
of $1,994,000, which was recognized during the three months ended September 30,
2005. During the third quarter of 2005, general and administrative expenses
consisted principally of officer salaries, and audit, legal and consulting fees.
The Company's net loss for the third quarter of 2004 was $231,919 ($0.01
per share). The Company had zero operating revenue for the period. The net loss
consisted primarily of officer salaries and other expense incurred while
exploring business opportunities.
13
NINE MONTHS ENDED SEPTEMBER 30, 2005
For the nine months ended September 30, 2005, the Company reported a net
loss of $4,393,779 ($0.16 per share) compared to a net loss of $767,931 ($0.04
per share) for the nine months ended September 30, 2004. Since the Company now
has only a nominal amount of revenues, the current period net loss is primarily
the result of a loss on subscriptions receivable totaling $1,500,000, and
impairment of goodwill in the amount of $1,994,000, and increased general and
administrative expenses incurred while the Company is developing new business
opportunities. During the nine months ended September 30, 2005, these expenses
consisted principally of salaries to two officers, audit, legal and consulting
fees.
The Company's net loss for the first nine months of 2004 was $767,931
($0.04 per share). The Company had zero operating revenue for the period. The
net loss consisted primarily of officer salaries and other expense incurred
while exploring business opportunities.
Liquidity
During the nine months ended September 30, 2005, the Company used cash in
operations of $86,792, compared with a cash inflow from operations of $45,181
during the corresponding period of 2004. The Company had cash on hand of $962 as
of September 30, 2005 compared to $101,656 cash as of September 30, 2004. The
Company received $100,000 cash proceeds from the issuance of notes payable
during the nine months ended September 30, 2005.
The Company anticipates that it will need to raise approximately
$2,000,000 in cash in the next twelve months to cover general and administrative
expenses and other anticipated cash needs, particularly for additional due
diligence on acquisition candidates. The Company may seek to raise such needed
funds through the sale of its shares of stock or by borrowing. No assurance can
be given that the Company will be able to raise the necessary funds on terms
acceptable to the Company if at all.
Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer, Jack I. Ehrenhaus, and Chief Financial Officer, Jack I.
Ehrenhaus, have reviewed the Company's disclosure controls and procedures as of
the end of the period covered by this report. Based upon this review, Mr.
Ehrenhaus believes that the Company's disclosure controls and procedures are
effective in ensuring that material information related to the Company is made
known to him by others within the Company.
(b) Changes in Internal Controls Over Financial Reporting. There have been
no significant changes in internal controls over financial reporting that
occurred during the fiscal period covered by this report that have materially
affected, or are reasonably likely to materially affect, the registrant's
internal control over financial reporting.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
14
The Company is currently in arbitration against its co-defendant, Life of the
South, from a previously settled claim. Life of the South is seeking to recover
from the Company its share of the settlement totaling $17,500, unreimbursed fees
of $27,825 plus interest, attorney fees and cost of arbitration from the
Company. The arbitration is in its initial stages and while the outcome can not
be predicted, the Company believes the arbitration will be settled in favor of
the Company.
In addition, the Company has been party to subsequent legal disputes,
notably with respect to a Securities and Exchange Commission investigation that
was settled in October 2004. This investigation was initiated with respect to
the Company's dismissal of its certified auditor of record, Marcum & Kliegman,
LLC. The Company received notification from the SEC Division of Enforcement on
October 14, 2004 that a settlement offer was being submitted to the Commission.
The terms of the proposed settlement would stipulate that the Company violated
Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13
thereunder. Further, the Commission would not pursue any actions against Messrs.
Ehrenhaus or Hommel. Through the date of this report, the Company has not
received notification as to whether the Commission has accepted the terms of
this proposed settlement.
Item 2. Changes in Securities.
Recent Sales of Unregistered Securities
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of our shareholders during the first
quarter.
Item 5. Other Information.
Recent Sale of Unregistered Securities
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits attached or incorporated by referenced pursuant to
Item 601 of Regulation S-B.
15
Exhibit Description
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession (1)
(3) Articles of incorporation and by-laws (i)
(4) Instruments defining the rights of security holders, including
indentures (i)
(9) Voting trust agreements (ii)
(10) Material contracts (ii)
(11) Statement re: computation of per share earnings (ii)
(12) Statement re: computation of ratios (ii)
(13) Annual report to security holders (ii)
(16) Letter re: change in certifying accountants (i)
(18) Letter re: change in accounting principles (ii)
(21) Subsidiaries of the registrant (iii)
(22) Published report regarding matters submitted to a vote of
security holders (i)
(23) Consents of experts and counsel (ii)
(24) Power of attorney (ii)
(31.1) Certification of Chief Executive Officer (Section 302 of
Sarbanes-Oxley Act) (iii)
(31.2) Certification of Chief Financial Officer (Section 302 of
Sarbanes-Oxley Act) (iii)
(32.1) Certification of Chief Executive Officer (Section 906 of
Sarbanes-Oxley Act) (iv)
(32.2) Certification of Chief Financial Officer (Section 906 of
Sarbanes-Oxley Act) (iv)
(i) Information or document provided in previous filing with the
Commission
(ii) Information or document not applicable to registrant
(iii) Information or document included as exhibit to this Form 10-K
(iv) Document furnished with this Form 10-K
(b) Reports on Form 8-K.
The Company filed no reports on Form 8-K during the period covered by this
report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
CONSUMERS FINANCIAL CORPORATION.
Dated: March 22, 2007
By
------------------------------------
Jack I. Ehrenhaus
President, Chief Executive Office and
Chief Financial Officer
17