NEVADA
|
87-0460247
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
Page
No.
|
||
Part
I
|
Financial
Information
|
3
|
Item
1:
|
Condensed
Financial Statements
|
3
|
Statements
of Net Assets (Liabilities) as of June 30, 2007 and September 30,
2006
|
3
|
|
Statements
of Operations - For the Three Months Ended June 30, 2007 and
2006
|
4
|
|
Statements
of Operations - For the Nine Months Ended June 30, 2007 and
2006
|
5
|
|
Statements
of Cash Flows - For the Nine Months Ended June 30, 2007 and
2006
|
6
|
|
Statements
of Changes in Net Assets - For the Nine Months Ended June 30, 2007
and
2006
|
7
|
|
Financial
Highlights - For the Nine Months Ended June 30, 2007 and
2006
|
8
|
|
Schedule
of Investments as of June 30, 2007 (None at September 30,
2006)
|
9
|
|
Notes
to Financial Statements
|
10
|
|
Item
2:
|
Managements
Discussion and Analysis of Financial Condition and Results
of
|
22
|
Operations
22-30
|
||
Item
3:
|
Quantitative
and Qualitative Disclosure about Market Risk
|
31
|
Item
4:
|
Controls
and Procedures
|
31
|
Part
II
|
Other
Information
|
32
|
Item
1:
|
Legal
Proceedings
|
32
|
Item
1A:
|
Risk
Factors
|
32
|
Item
2:
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
32
|
Item
3:
|
Defaults
Upon Senior Securities
|
32
|
Item
4:
|
Submission
of Matters to a Vote of Security Holders
|
32
|
Item
5:
|
Other
Information
|
32
|
Item
6:
|
Exhibits
|
32
|
Signatures |
33
|
|
Exhibits
|
34-35
|
PART
1: FINANCIAL INFORMATION
|
||
ITEM
1: FINANCIAL STATEMENTS
|
DOUBLE
EAGLE HOLDINGS, LTD.
|
|||||||
Condensed
Statement of Net Assets (Liabilities)
|
|||||||
June
30, 2007 and September 30, 2006
|
|||||||
2007
|
|
2006
|
|
||||
|
|
(Unaudited)
|
|
|
|||
ASSETS
|
|||||||
Investments
in portfolio companies:
|
|||||||
Unaffiliated
issuers (cost $125,000 at June 30, 2007 and $0 at
|
|||||||
September
30, 2006)
|
$
|
216,750
|
$
|
-
|
|||
Total
investments
|
216,750
|
-
|
|||||
Cash
and cash equivalents
|
57,781
|
-
|
|||||
TOTAL
ASSETS
|
274,531
|
-
|
|||||
LIABILITIES
|
|||||||
Accounts
payable
|
5,500
|
-
|
|||||
Accrued
expenses
|
166
|
7,000
|
|||||
TOTAL
CURRENT LIABILITIES
|
5,666
|
7,000
|
|||||
Dividends
payable
|
30,946
|
30,946
|
|||||
Preferred
stock, $.001 par value; 12,500 shares authorized; 2,713 shares
issued
|
|||||||
and
outstanding; $271,300 liquidation preference
|
2
|
2
|
|||||
TOTAL
LIABILITIES AND PREFERRED STOCK
|
36,614
|
37,948
|
|||||
NET
ASSETS (LIABILITIES)
|
$
|
237,917
|
$
|
(37,948
|
)
|
||
Commitments
and contingencies
|
|||||||
COMPOSITION
OF NET ASSETS:
|
|||||||
Common
stock, $.001 par value; authorized 100,000,000 shares; 6,095,749
shares
|
|||||||
and
99,020 shares issued and outstanding at June 30, 2007 and September
30,
|
|||||||
2006,
respectively
|
$
|
6,096
|
$
|
99
|
|||
Additional
paid-in capital
|
8,860,541
|
8,657,838
|
|||||
Accumulated
deficit:
|
|||||||
Accumulated
net operating loss
|
(8,720,470
|
)
|
(8,695,885
|
)
|
|||
Net
realized gain (loss) on investments
|
-
|
-
|
|||||
Net
unrealized appreciation (depreciation) of investments
|
91,750
|
-
|
|||||
NET
ASSETS (LIABILITIES)
|
$
|
237,917
|
$
|
(37,948
|
)
|
||
NET
ASSET (LIABILITY) VALUE PER SHARE
|
$
|
0.0390
|
$
|
(0.3832
|
)
|
||
See
accompanying notes to condensed financial statements.
|
DOUBLE
EAGLE HOLDINGS, LTD.
|
||||
Condensed
Statements of Operations
|
||||
Three
Months Ended June 30, 2007 and 2006
|
||||
(Unaudited)
|
Prior
to
|
|
||||||
|
|
|
|
becoming
an
|
|
||
|
|
|
|
Investment
|
|
||
|
|
|
|
Company
|
|
||
|
|
2007
|
|
2006
|
|||
Income
from operations:
|
|||||||
Interest
income from unaffiliated portfolio companies
|
$
|
-
|
$
|
-
|
|||
Management
income from unaffiliated portfolio companies
|
-
|
-
|
|||||
-
|
-
|
||||||
Expenses:
|
|||||||
Officer
and employee compensation and benefits
|
-
|
39,000
|
|||||
Professional
fees
|
14,000
|
-
|
|||||
Shareholder
services and communications
|
1,957
|
-
|
|||||
Loss
on disposal of fixed assets
|
-
|
1,368
|
|||||
Loss
on sale of marketable securities
|
-
|
16,148
|
|||||
Other
general and administrative expense
|
135
|
136,690
|
|||||
16,092
|
193,206
|
||||||
Loss
before income taxes and realized and unrealized losses
|
(16,092
|
)
|
(193,206
|
)
|
|||
Income
taxes
|
-
|
-
|
|||||
Net
loss from operations
|
(16,092
|
)
|
(193,206
|
)
|
|||
Net
realized and unrealized gains (losses):
|
|||||||
Net
realized gain (loss) on investments, net of income taxes
|
|||||||
of
$0
|
-
|
-
|
|||||
Change
in unrealized appreciation (depreciation) of portfolio
|
|||||||
investments,
net of deferred income taxes of $0
|
79,250
|
-
|
|||||
Net
realized and unrealized gains (losses)
|
79,250
|
-
|
|||||
Net
increase (decrease) in net assets from operations
|
$
|
63,158
|
$
|
(193,206
|
)
|
||
Net
increase (decrease) in net assets from operations per
share,
|
|||||||
basic
and diluted
|
$
|
0.0155
|
$
|
(1.9512
|
)
|
||
Weighted
average shares outstanding
|
4,069,949
|
99,020
|
|||||
See
accompanying notes to condensed financial
statements.
|
Prior
to becoming an Investment
Company
|
||||||||||
Three
months
|
|
Six
months
|
|
Nine
months
|
|
|||||
|
|
ended
|
|
ended
|
|
ended
|
|
|||
|
|
June
30, 2007
|
|
March
31, 2007
|
|
June
30, 2007
|
||||
Income
from operations:
|
||||||||||
Interest
income from unaffiliated portfolio companies
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Management
income from unaffiliated portfolio companies
|
-
|
-
|
-
|
|||||||
-
|
-
|
-
|
||||||||
Expenses:
|
||||||||||
Officer
and employee compensation and benefits
|
-
|
-
|
118,000
|
|||||||
Professional
fees
|
14,000
|
5,500
|
-
|
|||||||
Shareholder
services and communications
|
1,957
|
2,993
|
-
|
|||||||
Other
(income) expense
|
-
|
-
|
264
|
|||||||
Other
general and administrative expense
|
135
|
-
|
281,404
|
|||||||
16,092
|
8,493
|
399,668
|
||||||||
Loss
before income taxes and realized and unrealized losses
|
(16,092
|
)
|
(8,493
|
)
|
(399,668
|
)
|
||||
Income
taxes
|
-
|
-
|
-
|
|||||||
Net
loss from operations
|
(16,092
|
)
|
(8,493
|
)
|
(399,668
|
)
|
||||
Net
realized and unrealized gains (losses):
|
||||||||||
Net
realized gain (loss) on investments, net of income
|
||||||||||
taxes
of $0
|
-
|
-
|
-
|
|||||||
Change
in unrealized appreciation (depreciation) of portfolio
|
||||||||||
investments,
net of deferred income taxes of $0
|
79,250
|
12,500
|
-
|
|||||||
Net
realized and unrealized gains (losses)
|
79,250
|
12,500
|
-
|
|||||||
Net
increase (decrease) in net assets from operations
|
$
|
63,158
|
$
|
4,007
|
$
|
(399,668
|
)
|
|||
Net
increase (decrease) in net assets from operations per
share,
|
||||||||||
basic
and diluted
|
$
|
0.0155
|
$
|
0.0118
|
$
|
(4.0362
|
)
|
|||
Weighted
average shares outstanding
|
4,069,949
|
339,032
|
99,020
|
|||||||
See
accompanying notes to condensed financial
statements.
|
Prior
to becoming an Investment
Company
|
||||||||||
Three
months
|
|
Six
months
|
|
Nine
months
|
|
|||||
|
|
ended
|
|
ended
|
|
ended
|
|
|||
|
|
June
30, 2007
|
|
March
31, 2007
|
|
June
30, 2007
|
||||
Cash
flows from operating activities:
|
||||||||||
Net
increase (decrease) in net assets from operations
|
$
|
63,158
|
$
|
4,007
|
$
|
(399,668
|
)
|
|||
Adjustments
to reconcile net increase (decrease) in net assets
|
||||||||||
from
operations to net cash used in operating activities:
|
||||||||||
Change
in unrealized (appreciation) depreciation of
|
||||||||||
portfolio
investments
|
(79,250
|
)
|
(12,500
|
)
|
-
|
|||||
Depreciation
|
-
|
-
|
526
|
|||||||
Legal
services contributed by former CEO
|
-
|
-
|
26,840
|
|||||||
Loss
on disposal of fixed assets
|
-
|
-
|
1,368
|
|||||||
Loss
on sale of marketable securities
|
-
|
-
|
16,148
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Deposits
and prepaid expenses
|
-
|
-
|
2,372
|
|||||||
Accrued
interest and accrued wages payable
|
-
|
-
|
129,303
|
|||||||
Accrued
expenses, other
|
166
|
-
|
-
|
|||||||
Accounts
payable
|
7
|
(1,507
|
)
|
(54,097
|
)
|
|||||
Net
cash used in operating activities
|
(15,919
|
)
|
(10,000
|
)
|
(277,208
|
)
|
||||
Cash
flows from investing activities:
|
||||||||||
Investments
in portfolio company
|
(100,000
|
)
|
(25,000
|
)
|
-
|
|||||
Proceeds
from sale of marketable securities
|
-
|
-
|
10,653
|
|||||||
Net
cash used in investing activities
|
(100,000
|
)
|
(25,000
|
)
|
10,653
|
|||||
Cash
flows from financing activities:
|
||||||||||
Common
stock issued for cash
|
173,700
|
35,000
|
-
|
|||||||
Loans
from shareholder
|
-
|
-
|
257,000
|
|||||||
Net
cash used in investing activities
|
173,700
|
35,000
|
257,000
|
|||||||
Net
increase (decrease) in cash and cash equivalents
|
57,781
|
-
|
(9,555
|
)
|
||||||
Cash
and cash equivalents, beginning of period
|
-
|
-
|
-
|
|||||||
Cash
and cash equivalents, end of period
|
$
|
57,781
|
$
|
-
|
$
|
(9,555
|
)
|
|||
Supplemental
Cash Flow Information:
|
||||||||||
Cash
paid for interest and income taxes:
|
||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes
|
-
|
-
|
-
|
|||||||
See
accompanying notes to condensed financial
statements.
|
Prior
to becoming an Investment Company
|
||||||||||
Three
months
|
|
Six
months
|
|
Nine
months
|
|
|||||
|
|
ended
|
|
ended
|
|
ended
|
|
|||
|
|
June
30, 2007
|
|
March
31, 2007
|
|
June
30, 2006
|
||||
Changes
in net assets from operations:
|
||||||||||
Net
loss from operations
|
$
|
(16,092
|
)
|
$
|
(8,493
|
)
|
$
|
(399,668
|
)
|
|
Net
realized gain (loss) on sale of investments, net
|
-
|
-
|
-
|
|||||||
Change
in net unrealized appreciation (depreciation)
|
||||||||||
of
investments, net
|
79,250
|
12,500
|
-
|
|||||||
Net
increase (decrease) in net assets from operations
|
63,158
|
4,007
|
(399,668
|
)
|
||||||
Capital
stock transactions:
|
||||||||||
Common
stock sold for cash
|
173,700
|
35,000
|
-
|
|||||||
Legal
expenses contributed by former CEO of the Company
|
-
|
-
|
26,840
|
|||||||
Sale
and transfer of available-for-sale securities, net
|
-
|
-
|
(78,462
|
)
|
||||||
Net
increase in net assets from stock transactions
|
173,700
|
35,000
|
(51,622
|
)
|
||||||
Net
increase in net assets
|
236,858
|
39,007
|
(451,290
|
)
|
||||||
Net
assets, beginning of period
|
1,061
|
(37,946
|
)
|
(294,829
|
)
|
|||||
Net
assets, end of period
|
$
|
237,919
|
$
|
1,061
|
$
|
(746,119
|
)
|
|||
See
accompanying notes to condensed financial statements.
|
Prior
to becoming an Investment Company
|
||||||||||
Three
months
|
|
Six
months
|
|
Nine
months
|
|
|||||
|
|
ended
|
|
ended
|
|
ended
|
|
|||
|
|
June
30, 2007
|
|
March
31, 2007
|
|
June
30, 2006
|
||||
PER
SHARE INFORMATION
|
||||||||||
Net
asset (liability) value, beginning of period
|
$
|
0.0004
|
$
|
(0.3832
|
)
|
$
|
(2.9775
|
)
|
||
Net
decrease from operations
|
(0.0040
|
)
|
(0.0251
|
)
|
(4.0362
|
)
|
||||
Net
change in realized gains (losses) and unrealized
appreciation
|
||||||||||
(depreciation)
of investments, net
|
0.0195
|
0.0369
|
-
|
|||||||
Net
increase (decrease) from stock transactions
|
0.0231
|
0.3718
|
(0.5213
|
)
|
||||||
Net
asset value, end of period
|
$
|
0.0390
|
$
|
0.0004
|
$
|
(7.5350
|
)
|
|||
Per
share market value:
|
||||||||||
Beginning
of period
|
$
|
1.33
|
$
|
4.44
|
$
|
1.78
|
||||
End
of period
|
0.10
|
1.33
|
2.00
|
|||||||
Investment
return, based on market price at end of period (1)
|
-92.5
|
%
|
-70.0
|
%
|
12.4
|
%
|
||||
RATIOS/SUPPLEMENTAL
DATA
|
||||||||||
Net
assets, end of period
|
$
|
237,919
|
$
|
1,061
|
$
|
(746,119
|
)
|
|||
Average
net assets
|
98,553
|
(24,122
|
)
|
(520,474
|
)
|
|||||
Annualized
ratio of expenses to average net assets
|
65.3
|
%
|
-70.4
|
%
|
-102.4
|
%
|
||||
Annualized
ratio of net increase (decrease) in net assets from
|
||||||||||
operations
to average net assets
|
256.3
|
%
|
-33.2
|
%
|
102.4
|
%
|
||||
Shares
outstanding at end of period
|
6,095,749
|
2,621,749
|
99,020
|
|||||||
Weighted
average shares outstanding during period
|
4,069,949
|
339,032
|
99,020
|
|||||||
(1)
Periods of less than one year are not annualized
|
Shares
|
Date
of Acquisition
|
Historical
Cost
|
Fair
Value
|
%
Net Assets
|
|||||||
COMMON
STOCK IN UNAFFILIATED ISSUERS
|
|||||||||||
250,000
|
Mar-07
|
American
Resource Management, Inc.; ("ARRM");
|
|||||||||
500,000
|
May-07
|
Internet-based
chiller software developer
|
$
|
125,000
|
$
|
216,750
|
91%
|
||||
Total
investments at June 30, 2007
|
$
|
125,000
|
216,750
|
91%
|
|||||||
Cash
and other assets, less liabilities
|
21,169
|
9%
|
|||||||||
Net
assets at June 30, 2007
|
$
|
237,919
|
100%
|
·
|
cash,
|
·
|
cash
equivalents,
|
·
|
U.S.
Government securities, or
|
·
|
high-quality
debt investments maturing in one year or less from the date of investment.
|
·
|
does
not have a class of securities registered on an exchange or included
in
the Federal Reserve Board's over-the-counter margin list;
|
·
|
is
actively controlled by a BDC and has an affiliate of a BDC on its
Board of
Directors; or
|
·
|
meets
such other criteria as may be established by the SEC.
|
·
|
Trading
securities reported at fair value with unrealized gains and losses
included in earnings;
|
·
|
Available-for-sale
securities reported at fair value with unrealized gains and losses,
net of
deferred income taxes, reported in other comprehensive income;
and
|
·
|
Held-to-maturity
securities reported at amortized
cost.
|
· |
Total
amount of the Company's actual investment. This amount shall include
all
loans, purchase price of securities and fair value of securities
given at
the time of exchange;
|
· |
Total
revenues for the preceding twelve months;
|
· |
Earnings
before interest, taxes and
depreciation;
|
· |
Estimate
of likely sale price of investment;
|
· |
Net
assets of investment; and
|
· |
Likelihood
of investment generating positive returns (going concern).
|
·
|
Where
no or limited revenues or earnings are present, then the value shall
be
the greater of net assets, estimated sales price, or total cost for
each
investment;
|
·
|
Where
revenues and/or earnings are present, then the value shall be the
greater
of one-times (1x) revenues or three-times (3x) earnings, plus the
greater
of the net assets of the investment or the total amount of the actual
investment; or
|
·
|
Under
both scenarios, the value of the investment shall be adjusted down
if
there is a reasonable expectation that the Company will not be able
to
recoup the investment or if there is reasonable doubt about the
investment’s ability to continue as a going concern.
|
(a)
|
For
the defendants to sell their stock in the Company for $200,000 to
the
parties designated by the
plaintiffs;
|
(b)
|
The
defendants will assume or forgive all indebtedness of the Company
except
for the sum of $2,000;
|
(c)
|
Defendants
covenant not to purchase any stock of the Company at any time in
the
future;
|
(d)
|
In
exchange for forgiveness of the remaining $2,000 of debt of the Company
to
defendants, the Company will transfer to the defendants or defendant’s
designee all of the stock of OnSpan SmartHouse, Inc., the Company’s sole
remaining subsidiary, and all rights to the internet domain name
or URL
“vois.com”; and
|
(e)
|
Any
and all options owned by the defendants, Capra or Dermer will be
cancelled.
|
ITEM 2: |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
·
|
public
and private companies,
|
·
|
investment
bankers,
|
·
|
attorneys,
|
·
|
accountants,
|
·
|
consultants,
and
|
·
|
commercial
bankers.
|
·
|
purchase
and sell real estate or interests in real estate in connection with
the
orderly liquidation of investments, or in connection with foreclosure
on
collateral;
|
·
|
own
the securities of companies that are in the business of buying, selling
or
developing real estate; or
|
·
|
finance
the purchase of real estate by our portfolio
companies.
|
·
|
sell
securities short except with regard to managing the risks associated
with
publicly-traded securities issued by our portfolio
companies;
|
·
|
purchase
securities on margin (except to the extent that we may purchase securities
with borrowed money); or
|
·
|
engage
in the purchase or sale of commodities or commodity contracts, including
futures contracts except where necessary in working out a distressed
loan;
or in those investment situations where hedging the risks associated
with
interest rate fluctuations is appropriate, and, in such cases, only
after
all necessary registrations or exemptions from registration with
the
Commodity Futures Trading Commission have been
obtained.
|
·
|
patents
or trade secrets with respect to owning or manufacturing its products,
and
|
·
|
a
demonstrable and sustainable marketing advantage over its
competition
|
·
|
an
initial public offering,
|
·
|
a
private sale of our equity interest to a third party,
|
·
|
a
merger or an acquisition of the portfolio company, or
|
·
|
a
purchase of our equity position by the portfolio company or one of
its
stockholders.
|
·
|
“piggyback"
registration rights, which will permit us under certain circumstances,
to
include some or all of the securities owned by us in a registration
statement filed by the eligible portfolio company, or
|
·
|
in
circumstances, "demand" registration rights permitting us under certain
circumstances, to require the eligible portfolio company to register
the
securities under the 1933 Act, in some cases at our expense. We will
generally negotiate net issuance provisions in the warrants, which
will
allow us to receive upon exercise of the warrant without payment
of any
cash a net amount of shares determined by the increase in the value
of the
issuer's stock above the exercise price stated in the warrant.
|
·
|
accounts
receivable,
|
·
|
inventory,
and
|
·
|
equipment,
|
·
|
intellectual
property,
|
·
|
customer
lists,
|
·
|
networks,
and
|
·
|
databases.
|
·
|
company
and technology assessments,
|
·
|
evaluation
of existing management team,
|
·
|
market
analysis,
|
·
|
competitive
analysis,
|
·
|
evaluation
of management, risk analysis and transaction size,
|
·
|
pricing,
and
|
·
|
structure
analysis.
|
·
|
Interviews
with management and significant shareholders, including any financial
or
strategic sponsor;
|
·
|
Review
of financing history;
|
·
|
Review
of management's track record with respect
to:
|
·
|
product
development and marketing,
|
·
|
mergers
and acquisitions,
|
·
|
alliances,
|
·
|
collaborations,
|
·
|
research
and development outsourcing and other strategic activities;
|
·
|
Assessment
of competition; and
|
·
|
Review
of exit strategies.
|
·
|
Evaluation
of future financing needs and plans;
|
·
|
Detailed
analysis of financial performance;
|
·
|
Development
of pro forma financial projections; and
|
·
|
Review
of assets and liabilities, including contingent liabilities, if any,
and
legal and regulatory risks.
|
·
|
Evaluation
of intellectual property position;
|
·
|
Review
of existing customer or similar agreements and arrangements;
|
·
|
Analysis
of core technology;
|
·
|
Assessment
of collaborations;
|
·
|
Review
of sales and marketing procedures; and
|
·
|
Assessment
of market and growth potential.
|
·
|
Assessment
of business development success, including product development,
financings, profitability and the portfolio company's overall adherence
to
its business plan;
|
·
|
Periodic
and regular contact with portfolio company management to discuss
financial
position, requirements and
accomplishments;
|
·
|
Periodic
and regular formal update interviews with portfolio company management
and, if appropriate, the financial or strategic sponsor;
|
·
|
Attendance
at and participation in board meetings;
|
·
|
Review
of monthly and quarterly financial statements and financial projections
for portfolio companies.
|
·
|
monitoring
the operations of our portfolio companies,
|
·
|
participating
in their board and management meetings,
|
·
|
consulting
with and advising their officers, and
|
·
|
providing
other organizational and financial guidance.
|
·
|
None.
|
31.1
|
Certification
pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley
Act
of 2002
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley
Act
of 2002
|
DOUBLE EAGLE HOLDINGS, LTD. | ||
|
|
|
August 10, 2007 | By: | /s/ M.E. Durschlag |
M.E. Durschlag, President, |
||
Chief Executive Officer and | ||
Chief Financial Officer |