UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(First Amendment)
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED SEPTEMBER 30, 2003
0-28555
(Commission file number)
KORE HOLDINGS, INC.
(Name of small business issuer in its charter)
Nevada 86-0960464
(State or other jurisdiction of incorporation (I.R.S. Employer
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
VOLT INC.
(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 $2,041,991.
The aggregate value of the voting stock held by non-affiliates as of January 13,
2003, was $7,257,710.
The number of shares outstanding of the issuer's common equity as of January 13,
2003 was 4,919,422, $.001 Par Value.
Portions of the following documents are incorporated by reference into Part III,
Item 10 of this Form 10KSB: Applicable portions of the Company's Form 10KSB for
the year ended September 30, 2000 filed with the Securities and Exchange
Commission on January 12, 2001 and applicable portions of the Company's Form
10KSB for the year ended September 30, 2001 filed with the Securities and
Exchange Commission on January 16, 2002. 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.
The Company
The Company is a holding company formed in the State of Nevada whose
subsidiaries include Arcadian, Sun Volt, Sun Electronics, First Washington,
Opportunity Knocks and Yosemite Mortgage, Inc.
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 of a
patented paint on cellprocess licensed to the company 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.
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.
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, 2003.
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, 2002:
VOLT now KORH:
High Low
Quarter ended December 31, 2001 $ 4.30 2.25
Quarter ended March 31, 2002 4.20 1.50
Quarter ended June 30, 2002 2.00 1.55
Quarter ended September 30, 2002 2.05 1.43
For the year ended September 30, 2003:
VOLT now KORH
High Low
Quarter ended December 31, 2002 $ 3.30 3.30
Quarter ended March 31, 2003 3.05 3.00
Quarter ended June 30, 2003 2.05 1.70
Quarter ended September 30, 2003 1.75 1.75
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, 2003, the Company had two classes of capital stock
outstanding; Common Stock, $.001 par value, and Series A Voting Convertible
Preferred Stock. As of September 30, 2003, there were approximately 650 holders
of record of the Company's Common Stock and one holder of record of the
Company's Series A Voting Convertible Preferred Stock. The Company's Series A
Voting 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 Voting Convertible Preferred Stock.
As of September 30, 2003, the Company's subsidiary, First Washington, has two
classes of capital stock outstanding; Common Stock, no par value and Series A 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 A 10% Non-Cumulative Convertible Preferred Stock which
is convertible into First Washington's Common Stock at the ratio of four shares
of First Washington's Common Stock for each share of First Washington's Series A
10% Non-Cumulative Convertible Preferred Stock. There is one owner of First
Washington's Series A 10% Non-Cumulative Convertible Preferred Stock. Subsequent
to September 30, 2003, and effective December 2004, all of the outstanding First
Washington Series A 10% Non-Cumulative Convertible Preferred Stock was redeemed
by First Washington in exchange for the closing of Yosemite mortgage. As of
December 31, 2004, there were no holders of First Washington Series A 10%
Non-Cumulative Convertible Preferred Stock.
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, 2003,
2002 and 2001, 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.
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.
Restatement
As discussed in Note 11 to the consolidated financial statements contained
elsewhere in this report, the Company has amended its previously issued
consolidated financial statements for the year ended September 30, 2002 on its
report dated December 9, 2002. The Company has amended these consolidated
financial statements to reclassify a portion of its goodwill acquired in the
First Washington Corporation transaction as cash in the amount of $172,428 and
has reclassified $133,000 previously classified as notes receivable to general
and administrative expenses. These transactions resulted in a decrease in net
income of $305,428 to a net loss of $44,408 and an increase in the accumulated
deficit to ($4,770,083).
In addition for the year ended September 30, 2003, the Company has reclassified
$143,326 previously classified as notes receivable to general and administrative
expenses. This transaction resulted in a decrease in net income of $143,326 to a
net loss of $73,792 and increase in the accumulated deficit to ($4,843,875).
The Company has restated its consolidated financial statements for September 30,
2002 to reclassify $172,428 of cash and cash equivalents, a current asset, as
restricted cash, which is not a current asset. This reclassification had no
effect on total assets or total liabilities and stockholders' equity.
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, 2002 and
September 30, 2001.
Summary Selected Statements Operating and Other Financial Data
(Restated) (Restated)
2003 2002
----------- -----------
Revenue $ 2,041,991 $ 753,700
Cost of Revenue $ 1,122,381 $ 302,878
Gross Profit $ 919,610 $ 450,822
Operating Expenses $ 1,054,765 $ 495,230
Loss From Continuing Operations
Before Gain From Discontinued
Operations Disposal and Income Taxes $ (135,155) $(44,408)
Gain from discontinued operations $ 97,723 -
Loss on disposal $ (36,360) -
Provision For Income Taxes $ - $ -
Net Loss $ (73,792) $(44,408)
Loss per share on continuing operations $ (0.03) $ (0.02)
Earnings per share from discontinued
Operations $ 0.02 $ -
Loss per share on disposal $ (0.01) $ -
Loss per share on all operations $ (0.02) $ -
Weighted Average Shares Outstanding 3,919,442 2,644,442
Current Assets $ 47,775 $ 93
Property And Equipment $ 5,806,927 $ 5,756,939
Other Assets $ 3,093,652 $ 3,005,000
Total Assets $ 8,948,354 $ 8,762,032
Total Liabilities $ 51,663 $ 36,949
Total Stockholders' Equity $ 8,896,691 $ 8,725,083
Total Liabilities and Stockholders' Equity $ 8,948,354 $ 8,762,032
Results of Operations
Revenue and Expenses
For the year ended September 30, 2003, the Company had revenue of $2,041,991, a
net loss from continuing operations before gain from discontinued operations and
disposal of $(135,155) and a net loss per common share on continuing operations
of $(0.03) based on a weighted average of 3,919,422 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, 2002, the Company had revenue of $753,700, a
net loss from continuing operations of $(44,408) and a net loss per common share
of $(0.02) based on a weighted average of 2,644,442 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.
Revenue in the year ended September 30, 2003 was $2,041,991 compared to $753,700
in the year ended September 30, 2002. This is an increase of $1,966,621 from
period to period. This increase in revenue is primarily attributable to First
Washington operating for more months in 2003 than in 2002 and the opening of the
Yosemite Mortgage branch office in Oakhurst, California.
Cost of revenue in the year ended September 30, 2003 was $1,122,381 compared to
$302,878 in the year ended September 30, 2002. This is an increase of $819,503
from period to period. This increase in cost of revenue is primarily
attributable to First Washington operating for more months in 2003 than in 2002
and the opening of the Yosemite Mortgage branch office in Oakhurst, California.
However, the Company believes that cost of revenue increased at a rate greater
than the increase in revenue.
Gross profit in the year ended September 30, 2003 was $919,610 compared to
$450,822 in the year ended September 30, 2002. This is an increase of $468,788
from period to period. This increase in gross profit is primarily attributable
to First Washington operating for more months in 2003 than in 2002 and the
opening of the Yosemite Mortgage branch office in Oakhurst, California. Despite
this increase, the Company believes that gross profit should have been higher.
The Company believes gross profit was lower than expected due to the cost of
revenue increasing at a rate greater than revenue.
Operating expenses in the year ended September 30, 2003 were $1,054,765 compared
to operating expenses of $495,230 in the year ended September 30, 2002. This is
an increase of $559,535 from period to period. This increase in operating
expenses is primarily attributable to First Washington operating for more months
in 2003 than in 2002 and the opening of the Yosemite Mortgage branch office in
Oakhurst, California. However, the Company believes that operating expenses
increased at a rate greater than the increase in revenue. The Company believes
that operating expenses increased at a rate greater that the rate of increase in
revenue due to higher than necessary payroll expense and higher than necessary
general and administrative expenses.
Loss from continuing operations before gain from discontinued operations and
disposal in the year ended September 30, 2003 was $(135,155) compared to a loss
from continuing operations of $(44,408) in the year ended September 30, 2002.
This is an increase in loss of $90,747 from period to period. This increase in
loss from continuing operations is primarily due to the cost of revenue
increasing at a rate greater than the rate of increase of revenue and operating
expenses increasing at a rate greater than the rate of increase in revenue.
Loss per share on continuing operations for the year ended September 30, 2003
was $(0.03) compared to a loss per share of $(0.02) for the year ended for the
year ended September 30, 2002. This is a increase of $.01 from period to period.
This increase in loss per share is primarily attributable to the cost of revenue
increasing at a rate greater than the rate of increase of revenue and operating
expenses increasing at a rate greater than the rate of increase in revenue.
Gain from discontinued operations in the year ended September 30, 2003 was
$97,723 compared to no gain from discontinued operations in the year ended
September 30, 2002. This gain represents the net income derived from two
subsidiaries of the Company, Heritage Mortgage and Mortgage Matic, before their
operations were discontinued in 2003. There were no discontinued operations in
the year ended September 30, 2002.
Earnings per share from discontinued operations for the year ended September 30,
2003 was $0.02 compared to no earnings per share from discontinued operations
for the year ended September 30, 2002. This is an increase of $0.02 from period
to period. The earnings per share for 2003 represent earnings from the net
income derived from two subsidiaries of the Company, Heritage Mortgage and
Mortgage Matic, before their operations were discontinued in 2003. There were no
discontinued operations in the year ended September 30, 2002.
Loss on disposal in the year ended September 30, 2003 was $(36,360) compared to
no loss on disposal in the year ended September 30, 2002. This loss represents
the loss on the disposal of two of the Company's subsidiaries, Heritage Mortgage
and Mortgage Matic, in 2003. There were no such disposals in the year ended
September 20, 2002.
Loss per share on disposal for the year ended September 30, 2003 was $(0.02)
compared to no loss per share from disposal for the year ended September 30,
2002. This loss per share from disposal represents the loss on the disposal of
two of the Company's subsidiaries, Heritage Mortgage and Mortgage Matic, in
2003. There were no such disposals in the year ended September 20, 2002.
Loss per share on all operations was $(0.02) for the years ended September 30,
2003 and 2002. However the loss per share on all operations for the year ended
September 30, 2003 includes gain from discontinued operations of $97,723 which
is a one time event.
Assets and Stockholders' Equity
Current Assets in the year ended September 30, 2003 were $47,775 compared to $93
in the year ended September 30, 2002. This is an increase of $47,682 from period
to period. This increase is primarily attributable to the acquisition of the
Yosemite Mortgage branch office.
Other assets in the year ended September 30, 2003 were $3,093,652 compared to
$3,005,000 in the year ended September 30, 2002. This is an increase of $88,652
from period to period. This increase is primarily attributable to the
acquisition of the Yosemite Mortgage branch office.
Total assets in the year ended September 30, 2003 were $8,948,354 compared to
$8,762,032 in the year ended September 30, 2002. This is an increase of $186,322
from period to period. This increase is attributable primarily to the increases
in current assets and other assets discussed above.
Stockholders' equity in the year ended September 30, 2003 was $8,896,691
compared to $8,725,083 in the year ended September 30, 2002. This is an increase
of $171,608 from period to period. This increase is primarily attributable to
the increases in current assets and other assets discussed above.
Liabilities
Liabilities in the year ended September 30, 2003 were $51,663 compared to
$36,949 in the year ended September 30, 2002. This is an increase of $14,714
from period to period. This increase is primarily attributable to the
acquisition of the Yosemite Mortgage branch office.
Working Capital
The following table sets forth a summary of the Company's working capital.
AT SEPTEMBER 30: 2003 2002
---------------------------------------------- -------------- -------------
Current assets $ 47,775 $ 93
Current liabilities 51,663 36,949
-------------- -------------
Working capital $ (3,888) $ (36,856)
============== =============
Current ratio .92 .0025
Working capital in the year ended September 30, 2003 was $(3,888) compared to
$(36,856) in the year ended September 30, 2002. This is an increase of $32,968
from period to period. This increase is primarily attributable to the
acquisition of the Yosemite Mortgage branch office.
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: 2003 2002
----------------------------------------------- -------------- -------------
Net cash provided by/(used in):
Operating activities $ (14,240) $ (29,958)
Investing activities (15,500) (42,941)
Financing activities 45,400 (10,000)
------------ -----------
Net change in cash and cash equivalents $ 15,660 $ (85,699)
============== =============
Net cash used in operating activities in the year ended September 30, 2003 was
$(14,240) compared to $(29,958) in the year ended September 30, 2002. This is an
decrease of $(15,718) from period to period. This increase is primarily
attributable to the acquisition of the Yosemite Mortgage branch office.
Net cash used in investing activities in the year ended September 30, 2003 was
$(15,500) compared to $(42,941) in the year ended September 30, 2002. This is a
decrease of net cash used in investing activities of $27,441 from period to
period. This decrease is due primarily to the fact that the Company did not need
to purchase additional property and equipment.
Net cash provided by financing activities in the year ended September 30, 2003
was $45,400 compared to $(10,000) in the year ended September 30, 2002. This is
an increase of $34,400 from period to period. This increase is due to a
contribution to capital of $45,400.
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 is actively pursuing a top to bottom 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.
Additionally. 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.
ITEM7. FINANCIAL STATEMENTS
The Company's consolidated financial statements of are attached hereto.
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 55 Chairman, President, Chief Executive
Officer and Secretary
Robert F. Rood(1) 37 Director, Treasurer
James A. Sharon 53 Director
Bruce A Persson 62 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(1) 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.
(1) On March 27, 2004 Mr. Rood resigned as an officer and director.
ITEM 10. EXECUTIVE COMPENSATION
In the fiscal year ended September 30, 2003, the Company paid Robert F. Rood,
the Company's Treasurer annual compensation of $140,401. The Company paid no
other executive compensation of any nature in the fiscal year ended September
30, 2003.
The Company paid no executive compensation for the fiscal year ended September
30, 2002.
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 January 14, 2003. On that
date there were 3,919,422 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 42%
Robert F. Rood Director and
Common Treasurer(2) 500,000 13%
------------------------- -----------
Total Officers and
Directors as a Group 2,127,995 55%
========================= ===========
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.
(2) On March 27, 2004 Robert F. Rood resigned as an officer and a director.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 17, 2002, the Company acquired 500,000 shares of the stock of First
Washington Financial Corporation, a Nevada corporation from Denis C. Tseklenis,
an officer and director, for 500,000 shares of the Company's restricted common
stock.
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, C.P.A.
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
21.2(3) Subsidiaries of registrant
(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:
2003 2002
--------------------------- ----------------------
Audit Fees $ 31,240 $ 20,751
Audit Related Fees -0- -0-
Tax Fees 3,000 5,197
All Other Fees -0- -0-
--------------------------- -------------------------
TOTAL $ 34,240 $ 25,948
=========================== ========================
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT F-1
CONSOLIDATED FINANCIAL STATEMENTS:
BALANCE SHEETS AS OF SEPTEMBER 30, 2003
AND 2002 F-2-3
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
SEPTEMBER 30, 2003 AND 2002 F-4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT) FOR THE YEARS ENDED SEPTEMBER 30, 2003
AND 2002 F-5-6
STATEMENTS OF CASH FLOWS FOR YEARS ENDED
SEPTEMBER 30, 2003 AND 2002 F-7-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-9-17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
Kore Holdings, Inc. and Subsidiaries
(formerly Volt 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, 2003 and 2002 and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
years then ended. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing 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, 2003 and 2002, and the consolidated results of its statements of
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.
As noted in Note 11, the Company has amended its previously issued consolidated
financial statements for the year ended September 30, 2002 on its report dated
December 9. The Company has amended these consolidated financial statements to
reclassify a portion of its goodwill acquired in the First Washington
Corporation transaction as restricted cash in the amount of $172,428 and has
reclassified $133,000 previously classified as notes receivable to general and
administrative expenses. These transactions resulted in a decrease in net income
of $305,428 to a net loss of $44,408 and increase in the accumulated deficit to
($4,770,083). In addition for the year ended September 30, 2003, the Company has
reclassified $143,326 previously classified as notes receivable to general and
administrative expenses. This transaction resulted in a decrease in net income
of $143,326 to a net loss of $73,792 and increase in the accumulated deficit to
($4,843,875).
BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey
December 17, 2003 except Note 11, dated October 16, 2004
F-1
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002
ASSETS
(Restated) (Restated)
2003 2002
------------ -------------
Current Assets:
Cash and cash equivalents $ 15,753 $ 93
Commissions receivable 30,022 -
Deposits 2,000 -
------------ -------------
Total Current Assets 47,775 93
Property and equipment, net 5,806,927 5,756,939
Other Assets:
Restricted Cash 234,240 172,428
Goodwill 2,859,412 2,827,572
Deferred Fees, net - 5,000
----------- -------------
Total Other Assets 3,093,652 3,005,000
----------- -------------
Total Assets $8,948,354 $8,762,032
=========== =============
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
(Restated) (Restated)
2003 2002
---------- -------------
Current Liabilities:
Accounts payable $ 51,663 $ 36,949
---------- -------------
Total Current Liabilities 41,448 36,949
Commitments and Contingencies
Stockholders' Equity (Deficit):
Class A Preferred Stock, $.001 par value,
10,000,000 shares authorized at September 30
2003 and 2002, respectively, and 1,000,000
issued and outstanding at September 30, 2003
and September 30, 2002, respectively 1,000 1,000
Class B Preferred Stock, no par value,
125,000 and 0 shares authorized at September
30, 2003 and 2002, respectively, and 0 and 0
issued and outstanding at September 30, 2003
and 2002, respectively - -
First Washington Class A Preferred Stock, no
par value, 500,000 and 0 authorized at
September 30, 2003 and 2002, respectively,
and 500,000 and 0 issued and outstanding
at September 30, 2003 and 2002, respectively - -
Common Stock, $.001 par value, 25,000,000
shares authorized at September 30, 2003 and
2002, respectively, and 3,919,422 issued
and outstanding at September 30, 2003 and
2002, respectively 3,919 3,919
Additional paid-in capital 13,735,647 13,490,247
Accumulated deficit (4,843,875) (4,770,083)
------------ -----------
Total stockholders' equity 8,896,691 8,725,083
------------ -----------
Total Liabilities and Stockholders'
Equity (Deficit) $8,948,534 $8,762,032
============ ===========
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
(Restated) (Restated)
2003 2002
---------- --------
Revenue $ 2,041,991 $ 753,700
Cost of Revenue 1,122,381 302,878
----------- --------
Gross Profit 919,610 450,822
Operating Expenses
General and administrative costs 1,054,765 495,230
----------- --------
Total operating expenses 1,054,765 495,230
----------- -------
LOSS FROM CONTINUING OPERATIONS
BEFORE GAIN FROM DISCONTINUED
OPERATIONS DISPOSAL AND INCOME TAXES (135,155) (44,408)
Gain from discontinued operations 97,723 -
Loss on disposal (36,360) -
---------- -------
LOSS BEFORE INCOME TAXES (73,792) (44,408)
Income taxes - -
----------- --------
NET LOSS $ (73,792) $ (44,408)
=========== ========
BASIS AND DILUTED EARNINGS PER SHARE:
Earnings per share on continuing
operations $ (0.03) $ (0.02)
=========== =========
Earnings per share on gain from
discontinued operations $ 0.02 $ -
=========== =========
Loss per share on disposal $ (0.01) $ -
=========== =========
Earnings per share on all operations $ (0.02) $ (0.02)
=========== =========
WEIGHTED AVERAGE SHARES OUTSTANDING 3,919,422 2,644,422
=========== =========
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002 (RESTATED)
First Washington
Preferred Stock Preferred Stock
Preferred Stock Class B Class A
Shares Amount Shares Amount Shares Amount
--------------- -------------- ---------------
Balance, September 30,
2001 (including prior
period adjustment of
$782,628) 1,000,000 $ 1,000 - $ - - $ -
Common shares reissued
from canceled shares in
2001 put in wrong names
originally - - - - - -
Acquisition of First
Washington - - - - - -
Net income for the year - - - - - -
--------- ------ ------- ---- ----- ------
Balance, September 30,
2002 1,000,000 1,000 - - - -
Acquisition/disposal of
financial service
companies - - - - 500,000 -
Contributed capital by
officer - - - - - -
Net income for the year - - - - - -
--------- ------ ------- ------ ------- ------
Balance, September 30,
2003 1,000,000 $ 1,000 - $ - 500,000 $ -
========= ======= ======= ====== ======= ======
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002 (RESTATED)
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
----------------- ---------- ---------- ---------
Balance, September 30,
2001 (including prior
period adjustment of
$782,628) 1,694,422 $ 1,694 $10,492,472 $ (4,725,675)$ 5,769,491
Common shares reissued
from canceled shares in
2001 put in wrong names
originally 225,000 225 (225) - -
Acquisition of First
Washington 2,000,000 2,000 2,998,000 - 3,000,000
Net income for the year
(as previously reported) - - - 261,020 261,020
Prior period adjustment -
see Note 11 - - - (305,428) (305,428)
--------- ------ --------- --------- ---------
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 for the year -
as previously reported - - - 69,534 69,534
Prior period adjustment -
see Note 11 - - - (143,326) (143,326)
--------- ------- --------- ---------- ---------
Balance, September 30,
2003 3,919,422 $ 3,919 $13,735,647 $(4,843,875) $8,896,691
========= ======== ========== =========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
F-6
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
(Restated) (Restated)
2003 2002
------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (73,792) $ (44,408)
----------- ----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 25,773 15,401
Net cash received in acquisition of
Yosemite Brokerage, Inc. 54,820 -
Changes in assets and liabilities
Restricted cash (61,812) 2,800
Prepaid expenses and other (2,000) 2,800
Commissions receivable 51,189 -
Accounts payable (8,418) (6,551)
--------------- ------------
Total adjustments 59,552 14,450
---------------------------------
Net cash (used in)
operating activities (14,240) (29,958)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (15,500) (42,941)
--------------------------------
Net cash used in investing activities (15,500) (42,941)
The accompanying notes are an integral part of the consolidated
financial statements.
F-7
KORE HOLDINGS, INC.
(FORMERLY VOLT INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
(Restated) (Restated)
2003 2002
------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from contributed capital $ 45,400 -
Deferred financing fees - (10,000)
---------------------------------
Net cash provided by (used in)
financing activities 45,400 (10,000)
---------------------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 15,660 (85,699)
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 93 85,792
--------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 15,753 $ 93
================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ - $ -
============= ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Common stock issued for acquisition costs $ - $ 3,000,000
============= ===========
Net cash acquired in First Washington
Corporation acquisition $ - $ 172,428
============= ===========
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, 2003 AND 2002
NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION
Volt Inc. and Subsidiaries is a power provider and marketer
of alternative energy and financial services. The Company
is in the initial stages of implementing its business plan.
On October 16, 2004, the Company amended the articles of
incorporation to change its name to Kore Holdings, Inc. and
Subsidiaries.
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 which 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 rehabilitate 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.
F-9
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
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 spun them out.
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 income for the year ended September
30, 2003. 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.
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.
As noted in Note 11, the Company has amended its previously
issued consolidated financial statements for the year ended
September 30, 2002 on its report dated December 9, 2002. The
Company has amended these consolidated financial statements to
reclassify a portion of its goodwill acquired in the First
Washington Corporation transaction as cash in the amount of
$172,428 and has reclassified $133,000 previously classified
as notes receivable to general and administrative expenses.
These transactions resulted in a decrease in net income of
$305,428 to a net loss of $44,408 and increase in the
accumulated deficit to ($4,770,083). In addition for the year
ended September 30, 2003, the Company has reclassified
$143,326 previously classified as notes receivable to general
and administrative expenses. This transaction resulted in a
decrease in net income of $143,326 to a net loss of $73,792
and increase in the accumulated deficit to ($4,843,875).
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of Consolidation
The consolidated balance sheets for September 30, 2003 and
2002 and consolidated statements of income and cash flows for
the years then ended includes Volt Inc. and its wholly-owned
subsidiaries. Intercompany transactions and balances have been
eliminated in consolidation.
F-10
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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.
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
Revenue Recognition
For the Company's power division, sold merchandise and revenue
was recorded under the accrual method of accounting.
For the Company's financial services division, they record
commission income upon the closing of their respective
transactions.
Advertising
Advertising costs are typically expensed as incurred.
Advertising expense was approximately $169,821 and $0 for the
years ending September 30, 2003 and 2002, 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.
F-11
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Earnings (Loss) Per Share of Common Stock
Historical net income 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:
2003 2002
---- ----
Net loss ($73,792) ($44,408)
--------- ---------
Weighted- average common shares
Outstanding (Basic) 3,919,422 2,644,422
Weighted-average common stock
Equivalents:
Stock options - -
Warrants - -
--------- ------------
Weighted-average common shares
Outstanding (Diluted) 3,919,422 2,644,422
========= =========
Options and warrants outstanding to purchase stock were not
included in the computation of diluted EPS for September 30,
2003 and 2002 because inclusion would have been antidilutive.
Deferred Financing Fees
The Company paid a $10,000 financing fee in connection with a
line of credit in April 2002. This fee was written off over a
one-year period of time. The unamortized balance at September
30, 2003 and 2002 is $ -0- and $5,000, respectively.
F-12
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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, 2003, the Company
recognized $31,840 of goodwill acquired in the Yosemite
transaction. There was no recognition of impairment of
goodwill during the years ended September 30, 2003 and 2002.
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 as presently required.
Reclassifications
Certain amounts for the year ended September 30, 2002 have
been reclassified to conform with the presentation of the
September 30, 2003 amounts. The reclassifications have no
effect on net income for the year ended September 30, 2002.
F-13
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 3- PROPERTY AND EQUIPMENT
Property and equipment consist of the following at September
30, 2003 and 2002:
2003 2002
---- ----
Wind Farm $5,700,000 $ 5,700,000
Furniture and fixtures 16,000 3,000
Leasehold improvements 8,885 -
Computer and office equipment 116,293 67,417
----------- -----------
5,841,178 5,770,417
Less: accumulated depreciation 34,251 13,478
----------- -----------
Net book value $5,806,927 $ 5,756,939
========== ===========
Depreciation expense for the years ended September 30, 2003
and 2002 was $20,773 and $10,401, respectively. There is no
depreciation recognized on the Wind Farm in 2003 or 2002 as it
is non operational until placed in service. In the Company's
acquisition of Yosemite, they acquired $55,261 office and
computer equipment.
The Company upon acquisition of the Wind Farm, has classified
this asset under property and equipment. The Wind Farm
consists of hundreds of nonoperational turbines located in
California. The Company has received independent valuations on
the Wind Farm that have valued it in excess of $14,000,000.
The Company would need to spend in excess of $5,000,000 to
bring these assets into operational use, at which time the
Company would depreciate them over their estimated useful life
of 40 years. Consequently, there is no depreciation recognized
on the Wind Farm in 2003 and 2002. The Company did receive
miscellaneous scrap parts that have not been valued (salvage)
for the consolidated balance sheets, that it sells from time
to time, and the Company records the income in their
consolidated statements of operations when these sales occur.
NOTE 4- DEPOSITS
During the quarter ended March 31, 2003, the Company's
subsidiary, Opportunity Knocks placed deposits down on four
homes in Virginia Beach, Virginia. Opportunity Knocks placed
$500 down per home for a total of $2,000. Opportunity Knocks
anticipates closing on these homes by the beginning of fiscal
2004.
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.
F-14
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 6- STOCKHOLDERS' EQUITY
Common and Preferred Stock
Effective April 23, 2001, the Registrant effected a 1 for 100
reverse stock split for its common stock, $.001 par value per
share.
The Company issued 1,000,000 shares of Class A Preferred Stock
to Denis C. Tseklenis in consideration for the Wind Farm.
On April 6, 2001, Denis C. Tseklenis acquired 127,995 original
issue 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. Mr. Tseklenis
paid the Company $255,000 for the common stock.
During the year ended September 30, 2001, in addition to the
initial acquisition by Denis C. Tseklenis, the Company had
issued 1,678,000 shares and cancelled 225,000 of common stock
for $366,711.
Prior to the initial acquisition by Denis C. Tseklenis, the
Company had issued 1,850,000 shares of common stock for
accrued payroll, accounts payable and services.
During the quarter ended December 31, 2001, 225,000 shares
were reissued that were cancelled from the prior year ended
September 30, 2001.
On May 17, 2002, the Company issued 2,000,000 shares of common
stock to acquire First Washington and thus it became a
wholly-owned subsidiary. The shares were valued at a fair
value at the time of the transaction ($1.50 per share) or
$3,000,000.
On January 1, 2003, the Company issued a board resolution for
the authorization of a new class of preferred stock, Class B
Preferred Stock, no par value. The Company authorized the
issuance of 125,000 shares of Class B Preferred Stock.
On July 1, 2003, First Washington issued a board resolution
for the authorization of a new class of preferred stock, Class
A Preferred Stock, no par value. First Washington authorized
the issuance of 500,000 shares of Class A Preferred Stock.
During fiscal 2003, the Company had issued shares of Class B
Preferred Stock, only to cancel them later in that fiscal
year. As of September 30, 2003, there were no shares of Class
B Preferred Stock issued and outstanding.
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.
F-15
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 7- 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.
Yosemite Brokerage, rents space from its officer. The lease
commenced February 1, 2000 and runs through January 31, 2005.
The monthly rents commenced at $5,600 per month and calls for
increase annually up to 3%. Rent expense for 2003 was $12,239.
The President of the Company owns a controlling percentage of
the common stock outstanding.
NOTE 8- 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, 2003 and 2002, deferred tax assets consist of
the following:
2003 2002
---- -----
Net operating loss carryforwards $425,000 $ 400,000
Less: valuation allowance (425,000) (400,000)
-------- --------
$ -0- $ -0-
========= ============
At September 30, 2003 and 2002, the Company had federal net
operating loss carryforwards in the approximate amounts of
$1,700,000 and $1,600,000, respectively, 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.
F-16
KORE HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY VOLT INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
NOTE 9- SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
First Washington during the year ended September 30, 2003
acquired Yosemite Brokerage, Inc. for 500,000 shares of
Preferred Stock Class A with a value of $200,000 ($.40 per
share).
The following is a summary of the acquisition:
2003 2002
---------- ---------
Cash $ 54,820 $ -
Commissions receivable 81,211 -
Fixed assets 55,261 -
Goodwill 31,840 -
Liabilities (23,132) -
Additional paid in capital (200,000) -
----------- ----------
$ - $ -
=========== ==========
The Company in fiscal 2002, acquired First Washington for
2,000,000 shares of common stock at a value of $3,000,000
($1.50 per share).
NOTE 10- SUBSEQUENT EVENT
On October 16, 2004, Volt, Inc. changed its name to Kore
Holdings, Inc. The Company, at that time, increased its
authorized common stock B shares to 400,000,000 and its
preferred stock to 100,000,000.
Additionally, after the first quarter of 2004, the Company
closed the Yosemite Brokerage, Inc. office.
NOTE 11- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has amended its previously issued consolidated
financial statements for the year ended September 30, 2002 on
its report dated December 9, 2002. The Company has amended
these consolidated financial statements to reclassify a
portion of its goodwill acquired in the First Washington
Corporation transaction as cash in the amount of $172,428 and
has reclassified $133,000 previously classified as notes
receivable to general and administrative expenses. These
transactions resulted in a decrease in net income of $305,428
to a net loss of $44,408 and an increase in the accumulated
deficit to ($4,770,083).
In addition for the year ended September 30, 2003, the Company
has reclassified $143,326 previously classified as notes
receivable to general and administrative expenses. This
transaction resulted in a decrease in net income of $143,326
to a net loss of $73,792 and increase in the accumulated
deficit to ($4,843,875).
F-17
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 14, 2005
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 14, 2005
/s/ James A. Sharon
Director
February 14, 2005
/s/ Bruce Persson
Director
February 14, 2005