87-0460247
|
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
Page
|
||
Part
I
|
||
Item
1:
|
Business
|
4
|
Item
1A:
|
Risk
Factors
|
7
|
Item
2:
|
Properties
|
22
|
Item
3:
|
Legal
proceedings
|
22
|
Item
4:
|
Submission
of Matters to a Vote of Security Holders
|
22
|
Part
II
|
||
Item
5:
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
23
|
Item
6:
|
Selected
Financial Data
|
24
|
Item
7:
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
25
|
Item
7A:
|
Quantitative
and Qualitative Disclosures about Market Risk
|
35
|
Item
8:
|
Financial
Statements and Supplementary Data
|
36
|
Item
9:
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
59
|
Item
9A:
|
Controls
and Procedures
|
59
|
Item
9B:
|
Other
Information
|
60
|
|
||
Part
III
|
|
|
|
||
Item
10:
|
Directors,
Executive Officers and Corporate Governance
|
61
|
Item
11:
|
Executive
Compensation
|
63
|
Item
12:
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
66
|
Item
13:
|
Certain
Relationships and Related Transactions and Director
Independence
|
68
|
Item
14:
|
Principal
Accountant Fees and Services
|
69
|
|
||
Part
IV
|
|
|
|
||
Exhibits
and Financial Statement Schedules
|
70
|
|
Signatures
|
71
|
ITEM 1: |
BUSINESS
|
§
|
Profitability
|
§
|
Predictable
and Sustainable Returns
|
§
|
Margin
of Safety
|
§
|
Strong
Future Prospects
|
§
|
Reputable
Management
|
·
|
Investing
in companies in an early-stage of development or with little or no
operating history;
|
·
|
Companies
operating at a loss or with substantial variations in operating results
from period to period; and
|
·
|
Companies
with the need for substantial additional capital to support expansion
or
to achieve or maintain a competitive position.
|
·
|
Greater
financial resources;
|
·
|
More
extensive development, manufacturing, marketing, and service capabilities;
and
|
·
|
A
larger number of qualified managerial and technical personnel.
|
·
|
Significant
volatility in the market price and trading volume of securities of
closed-end investment companies, business development companies or
other
companies in our sector, which are not necessarily related to the
operating performance of these companies;
|
·
|
Changes
in regulatory policies or tax guidelines, particularly with respect
to
RICs or BDCs;
|
·
|
A
loss of BDC status;
|
·
|
Changes
in earnings or variations in operating results;
|
·
|
Changes
in the value of our portfolio of investments;
|
·
|
Any
shortfall in revenue or net income or any increase in losses from
levels
expected by investors or securities analysts;
|
·
|
Departure
of key personnel;
|
·
|
Potential
legal and regulatory matters;
|
·
|
Operating
performance of companies comparable to us; and
|
·
|
General
economic trends and other external
factors.
|
·
|
That
a broker or dealer approve a person's account for transactions in
penny
stocks; and
|
·
|
The
broker or dealer receives from the investor a written agreement to
the
transaction, setting forth the identity and quantity of the penny
stock to
be purchased.
|
·
|
Obtain
financial information and investment experience objectives of the
person;
and
|
·
|
Make
a reasonable determination that the transactions in penny stocks
are
suitable for that person and the person has sufficient knowledge
and
experience in financial matters to be capable of evaluating the risks
of
transactions in penny stocks.
|
·
|
Sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
·
|
That
the broker or dealer receives a signed, written agreement from the
investor prior to the transaction.
|
ITEM 2: |
PROPERTIES
|
ITEM 3: |
LEGAL
PROCEEDINGS
|
ITEM 4: |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
ITEM 5: |
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
QUARTER
ENDED
|
CLOSING
|
|
HIGH
|
|
LOW
|
|||||
December
31, 2005
|
.99
|
1.10
|
.83
|
|||||||
March
31, 2006
|
.99
|
1.10
|
.83
|
|||||||
June
30, 2006
|
1.98
|
3.85
|
.99
|
|||||||
September
30, 2006
|
4.44
|
7.70
|
1.32
|
|||||||
December
31, 2006
|
2.97
|
27.50
|
2.97
|
|||||||
March
31, 2007
|
1.32
|
6.60
|
1.10
|
|||||||
.10
|
.90
|
.10
|
||||||||
September
30, 2007
|
.12
|
.35
|
.08
|
ITEM 6: |
SELECTED
FINANCIAL DATA
|
2007
|
|
2006
|
|
2005
|
|
|||||
Statements
of Operations Data:
|
||||||||||
Income
from operations
|
$
|
318
|
$
|
-
|
$
|
-
|
||||
Expenses
**
|
44,054
|
404,668
|
433,492
|
|||||||
Net
loss from operations
|
(43,736
|
)
|
(404,668
|
)
|
(433,492
|
)
|
||||
Net
realized and unrealized gains (losses)
|
(50,000
|
)
|
-
|
-
|
||||||
Net
decrease in net assets from operations
|
$
|
(93,736
|
)
|
$
|
(404,668
|
)
|
$
|
(433,492
|
)
|
|
Net
decrease in net assets from operations
|
||||||||||
per
share, basic and diluted
|
$
|
(0.0342
|
)
|
$
|
(4.0867
|
)
|
$
|
(4.3727
|
)
|
|
Weighted
average shares, basic and diluted
|
2,739,989
|
99,020
|
99,137
|
|||||||
Statements
of Net Assets (Liabilities) Data:
|
||||||||||
Investments
at fair value
|
$
|
114,500
|
$
|
-
|
$
|
-
|
||||
Investments
at cost
|
164,500
|
-
|
-
|
|||||||
Cash
and cash equivalents
|
8,350
|
-
|
16,065
|
|||||||
Total
assets
|
123,169
|
-
|
172,831
|
|||||||
Total
liabilities
|
(37,151
|
)
|
(37,946
|
)
|
(467,660
|
)
|
||||
Total
preferred stock at liquidation value
|
(271,300
|
)
|
(271,300
|
)
|
(271,300
|
)
|
||||
Net
assets (liabilities)
|
$
|
(185,282
|
)
|
$
|
(309,246
|
)
|
$
|
(566,129
|
)
|
|
Net
asset (liability) value per share
|
$
|
(0.0291
|
)
|
$
|
(3.1231
|
)
|
$
|
(5.7173
|
)
|
|
Common
stock outstanding at year end
|
6,375,821
|
99,020
|
99,020
|
ITEM 7: |
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 distressed
loans.
|
·
|
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
some 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 warrants 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,
|
·
|
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,
and
|
·
|
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;
and
|
·
|
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.
|
2007
|
||||
Balance
at cost, beginning of year
|
$
|
-
|
||
Acquisition
of investments, for cash
|
164,500
|
|||
Balance
at cost, end of year
|
164,500
|
|||
Unrealized
depreciation
|
(50,000
|
)
|
||
Market
value, end of year
|
$
|
114,500
|
ITEM 7A: |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM 8: |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
37
|
|||
Statements
of Net Assets (Liabilities) at September 30, 2007 and 2006
|
38
|
|||
Statements
of Operations for the Years Ended September 30, 2007, 2006 and
2005
|
39
|
|||
Statements
of Cash Flows for the Years Ended September 30, 2007, 2006 and
2005
|
40
|
|||
Statements
of Changes in Net Assets (Liabilities) for the Years Ended September
30,
2007, 2006 and 2005
|
41
|
|||
Schedules
of Investments at September 30, 2007
|
42
|
|||
43
|
||||
Financial
Highlights for the Years Ended September 30, 2007, 2006 and
2005
|
58
|
Double
Eagle Holdings, Ltd.
|
|
Statements
of Net Assets (Liabilities)
|
|
September
30, 2007 and 2006
|
2007
|
|
2006
|
|||||
ASSETS
|
|||||||
Non-affiliate
investments (cost 2007 - $164,500)
|
$
|
114,500
|
$
|
-
|
|||
Cash
and cash equivalents
|
8,351
|
-
|
|||||
Accounts
receivable - portfolio companies
|
318
|
-
|
|||||
TOTAL
ASSETS
|
123,169
|
-
|
|||||
LIABILITIES
|
|||||||
Accounts
payable
|
6,039
|
7,000
|
|||||
Accrued
expenses
|
166
|
-
|
|||||
Total
current liabilities
|
6,205
|
7,000
|
|||||
Dividends
payable
|
30,946
|
30,946
|
|||||
Preferred
stock: $0.001 par value; 12,500 shares authorized; 2713
|
|||||||
shares
issued and outstanding; liquidation preference $271,300
|
271,300
|
271,300
|
|||||
TOTAL
LIABILITIES
|
308,451
|
309,246
|
|||||
NET
ASSETS (LIABILITIES)
|
$
|
(185,282
|
)
|
$
|
(309,246
|
)
|
|
Commitments
and contingencies
|
|||||||
COMPOSITION
OF NET ASSETS (LIABILITIES)
|
|||||||
Common
stock: $0.001 par value; authorized 100,000,000 shares;
|
|||||||
issued
and outstanding 6,375,821 shares and 99,020 shares at
|
|||||||
September
30, 2007 and 2006, respectively
|
6,376
|
99
|
|||||
Additional
paid in capital
|
8,602,963
|
8,386,540
|
|||||
Stock
subscription receivable
|
(5,000
|
)
|
-
|
||||
Accumulated
deficit:
|
|||||||
Accumulated
net operating loss
|
(8,739,621
|
)
|
(8,695,885
|
)
|
|||
Net
realized gain (loss) on investments
|
-
|
-
|
|||||
Net
unrealized depreciation of investments
|
(50,000
|
)
|
-
|
||||
NET
ASSETS (LIABILITIES)
|
$
|
(185,282
|
)
|
$
|
(309,246
|
)
|
|
NET
ASSET (LIABILITY) VALUE PER SHARE
|
$
|
(0.0291
|
)
|
$
|
(3.1231
|
)
|
|
See
accompanying notes to financial statements.
|
Double
Eagle Holdings, Ltd.
|
|
Statements
of Operations
|
|
For
the Years Ended September 30, 2007, 2006 and
2005
|
2007
|
|
2006
|
|
2005
|
||||||
Income
from operations:
|
||||||||||
Interest
income from non-affiliated portfolio companies
|
$
|
318
|
$
|
-
|
$
|
-
|
||||
318
|
-
|
-
|
||||||||
Expenses:
|
||||||||||
Salaries
and wages
|
3,000
|
-
|
-
|
|||||||
Legal
and accounting fees
|
24,250
|
-
|
-
|
|||||||
Stock
transfer and Edgar filing
|
3,761
|
-
|
-
|
|||||||
Travel
and entertainment
|
4,758
|
-
|
-
|
|||||||
Other
general and administrative expense
|
750
|
-
|
-
|
|||||||
36,519
|
-
|
-
|
||||||||
Loss
before income taxes
|
(36,201
|
)
|
-
|
-
|
||||||
Income
taxes
|
-
|
-
|
-
|
|||||||
Net
loss from operations
|
(36,201
|
)
|
-
|
-
|
||||||
Net
realized and unrealized gains (losses) in
|
||||||||||
non-controlled
non-affiliated investments:
|
||||||||||
Net
realized gain (loss) on investment, net of income
|
||||||||||
tax
benefit of $0
|
-
|
-
|
-
|
|||||||
Change
in unrealized appreciation (depreciation) of
|
||||||||||
investments,
net of deferred tax expense of $0
|
(50,000
|
)
|
-
|
-
|
||||||
Net
decrease in net assets from continuing operations
|
(86,201
|
)
|
-
|
-
|
||||||
Discontinued
operations:
|
||||||||||
Loss
from discontinued operations, net of deferred tax
|
||||||||||
tax
expense of $0
|
(7,535
|
)
|
(404,668
|
)
|
(433,492
|
)
|
||||
Net
decrease in net assets from operations
|
$
|
(93,736
|
)
|
$
|
(404,668
|
)
|
$
|
(433,492
|
)
|
|
Net
decrease in net assets per share, basic and
diluted:
|
||||||||||
Continuing
operations
|
$
|
(0.0315
|
)
|
$
|
-
|
$
|
-
|
|||
Discontinued
operations
|
(0.0028
|
)
|
(4.0867
|
)
|
(4.3727
|
)
|
||||
Net
decrease in net assets per share
|
$
|
(0.0342
|
)
|
$
|
(4.0867
|
)
|
$
|
(4.3727
|
)
|
|
Weighted
average shares outstanding
|
2,739,989
|
99,020
|
99,137
|
See
accompanying notes to financial
statements.
|
Double
Eagle Holdings, Ltd.
|
|
Statements
of Cash Flows
|
|
For
the Years Ended September 30, 2007, 2006 and
2005
|
2007
|
|
2006
|
|
2005
|
||||||
Cash
flows from operating activities:
|
||||||||||
Net
decrease in net assets from operations
|
$
|
(93,736
|
)
|
$
|
(404,668
|
)
|
$
|
(433,492
|
)
|
|
Net
decrease in net assets from discontinued operations
|
(7,535
|
)
|
(404,668
|
)
|
(433,492
|
)
|
||||
Net
decrease in net assets from continuing operations
|
(86,201
|
)
|
-
|
-
|
||||||
Adjustments
to reconcile net decrease in net assets
|
||||||||||
from
operations to net cash used in operating
|
||||||||||
activities:
|
||||||||||
Change
in unrealized depreciation of investments
|
50,000
|
-
|
-
|
|||||||
Increase
in accounts receivable
|
(318
|
)
|
-
|
-
|
||||||
Increase
in accounts payable and accrued expenses
|
314
|
-
|
-
|
|||||||
Net
cash used in operating activities
|
(36,205
|
)
|
-
|
-
|
||||||
Cash
flows from investing activities:
|
||||||||||
Purchase
of investments
|
(164,500
|
)
|
-
|
-
|
||||||
Cash
from discontinued operations
|
1,356
|
-
|
-
|
|||||||
Net
cash used by investing activities
|
(163,144
|
)
|
-
|
-
|
||||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from sale of common stock
|
207,700
|
-
|
-
|
|||||||
Net
cash provided by financing activities
|
207,700
|
-
|
-
|
|||||||
Net
increase (decrease) in cash and cash equivalents
|
8,351
|
-
|
-
|
|||||||
Cash
and cash equivalents, beginning of year
|
-
|
-
|
-
|
|||||||
Cash
and cash equivalents, end of year
|
$
|
8,351
|
$
|
-
|
$
|
-
|
||||
Supplemental
cash flow information:
|
||||||||||
Cash
paid for interest and income taxes:
|
-
|
|||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes
|
-
|
-
|
-
|
See
accompanying notes to financial statements.
|
Double
Eagle Holdings, Ltd.
|
|
Statements
of Changes in Net Assets (Liabilities)
|
|
For
the Years Ended September 30, 2007, 2006 and
2005
|
2007
|
2006
|
2005
|
||||||||
Changes
in net assets from operations:
|
||||||||||
Net
loss from continuing operations
|
$
|
(36,201
|
)
|
$
|
-
|
$
|
-
|
|||
Net
loss from discontinued operations
|
(7,535
|
)
|
(404,668
|
)
|
(433,492
|
)
|
||||
Net
realized gain (loss) on sale of investments, net
|
-
|
-
|
-
|
|||||||
Change
in net unrealized appreciation (depreciation)
|
||||||||||
of
investments, net
|
(50,000
|
)
|
-
|
-
|
||||||
Net
decrease in net assets from operations
|
(93,736
|
)
|
(404,668
|
)
|
(433,492
|
)
|
||||
Capital
stock transactions
|
||||||||||
Common
stock issued for cash
|
207,700
|
-
|
-
|
|||||||
Common
stock issued for cash - discontinued operations
|
10,000
|
-
|
-
|
|||||||
Liabilities
forgiven by the former officers and
|
||||||||||
shareholders
|
-
|
709,181
|
-
|
|||||||
Legal
expenses contributed by the former CEO of the
|
||||||||||
Company
|
-
|
26,840
|
-
|
|||||||
Available
for sale securities
|
-
|
(74,470
|
)
|
74,470
|
||||||
Common
stock cancelled in settlement
|
-
|
-
|
(17
|
)
|
||||||
Net
increase in net assets from stock transactions
|
217,700
|
661,551
|
74,453
|
|||||||
Net
increase (decrease) in net assets
|
123,964
|
256,883
|
(359,039
|
)
|
||||||
Net
assets (liabilities) at beginning of year
|
(309,246
|
)
|
(566,129
|
)
|
(207,090
|
)
|
||||
Net
assets (liabilities) at end of year
|
$
|
(185,282
|
)
|
$
|
(309,246
|
)
|
$
|
(566,129
|
)
|
|
See
accompanying notes to financial statements.
|
Double
Eagle Holdings, Ltd.
|
|
Schedules
of Investments
|
|
As
of September 30, 2007
|
Percent
|
||||||||||||||||
Shares/
|
Quarter
|
Original
|
Fair
|
Net
|
||||||||||||
Interest
|
Acquired
|
Cost
|
Value
|
Assets
|
||||||||||||
NON-INCOME
PRODUCING INVESTMENTS
|
||||||||||||||||
750,000
|
Mar-07
|
EffTec
International, Inc. (Pink Sheets:EFFI);
|
$
|
125,000
|
$
|
75,000
|
87
|
%
|
||||||||
Jun-07
|
EffTec
has developed an Internet-based chiller
|
|||||||||||||||
tool
which it is installing and selling to its customer base
|
||||||||||||||||
|
125,000
|
75,000
|
87
|
%
|
LOAN
INVESTMENTS
|
||||||||||||||||
Loan
|
Sep-07
|
Line
of credit with Signature Energy, Inc.
|
|
14,500
|
14,500
|
17
|
%
|
|||||||||
(prrivate)
with interest at 8%; due
|
||||||||||||||||
August
2008; Signature is an oil and gas
|
||||||||||||||||
development
and production
company
|
||||||||||||||||
Loan
|
Sep-07
|
Line
of credit with EffTec International, Inc.
|
25,000
|
25,000
|
29
|
%
|
||||||||||
with
interest at 8%; due August 2008;
|
||||||||||||||||
EffTec
has developed and sells an
|
||||||||||||||||
|
|
|
|
|
|
Internet-based
chiller tool
|
||||||||||
39,500
|
39,500
|
46
|
%
|
|||||||||||||
Total
investments at September 30, 2007
|
$
|
164,500
|
114,500
|
133
|
%
|
|||||||||||
Cash
and other assets, less liabilities
|
(28,482
|
)
|
-33
|
%
|
||||||||||||
Net
assets at September 30, 2007
|
$
|
86,018
|
100
|
%
|
See
accompanying notes to financial statements.
|
1.
|
NATURE
OF BUSINESS
|
a.
|
ORGANIZATION
|
b.
|
INVESTMENT
COMPANY
|
·
|
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.
|
2. |
SIGNIFICANT
ACCOUNTING POLICIES
|
3. |
INVESTMENTS
|
· |
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.
|
4. |
DISCONTINUED
OPERATIONS
|
2007
|
|
2006
|
|
2005
|
||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Net
loss from operations
|
$
|
(7,535
|
)
|
$
|
(404,668
|
)
|
$
|
(433,492
|
)
|
|
Net
loss per share, basic and diluted
|
$
|
(0.0028
|
)
|
$
|
(4.0867
|
)
|
$
|
(4.3727
|
)
|
5. |
INCOME
TAXES
|
2007
|
|
2006
|
|
2005
|
||||||
Computed
"expected" income tax (benefit)
|
$
|
(31,900
|
)
|
$
|
(138,300
|
)
|
$
|
(147,400
|
)
|
|
State
income taxes, net of federal benefit
|
(3,400
|
)
|
(14,800
|
)
|
(15,700
|
)
|
||||
Travel
and entertainment
|
100
|
-
|
-
|
|||||||
Available
for sale securities
|
-
|
44,900
|
(44,900
|
)
|
||||||
Valuation
allowance
|
35,200
|
108,200
|
208,000
|
|||||||
$
|
-
|
$
|
-
|
$
|
-
|
2007
|
|
2006
|
|||||
Net
operating loss carryforwards
|
$
|
771,400
|
$
|
753,200
|
|||
Capital
loss carryforwards
|
176,600
|
176,600
|
|||||
Investments
|
17,000
|
-
|
|||||
Total
deferred tax assets
|
965,000
|
929,800
|
|||||
Valuation
allowance
|
(965,000
|
)
|
(929,800
|
)
|
|||
Net
deferred tax assets
|
$
|
-
|
$
|
-
|
6. |
PREFERRED
STOCK
|
7.
|
COMPOSITION
OF NET ASSETS LIABILITIES - STOCKHOLDERS’ EQUITY
(DEFICIT)
|
8. |
RELATED
PARTY TRANSACTIONS
|
9. |
OTHER
COMPREHENSIVE INCOME
(LOSS)
|
Net
|
||||||||||
Unrealized
|
|
Accumulated
|
||||||||
Gain
(Loss)
|
Deferred
|
Other
|
||||||||
On
Marketable
|
Tax
|
Comprehensive
|
||||||||
Securities
|
Liability
|
Income
(Loss)
|
||||||||
Marketable
securities
|
$
|
119,400
|
$
|
(44,930
|
)
|
$
|
74,470
|
|||
BALANCE,
September 30, 2005
|
119,400
|
(44,930
|
)
|
74,470
|
||||||
Market
adjustment and sale
|
(123,392
|
)
|
44,930
|
(78,462
|
)
|
|||||
BALANCE
before settlement
|
(3,992
|
)
|
-
|
(3,992
|
)
|
|||||
3,992
|
-
|
3,992
|
||||||||
BALANCE,
September 30, 2006
|
$
|
-
|
$
|
-
|
$
|
-
|
10. |
EMPLOYEE
INCENTIVE STOCK OPTION
AGREEMENTS
|
|
|
|
|
|
|
WEIGHTED
|
|
|||
|
|
OPTIONS
|
|
|
|
AVERAGE
|
|
|||
|
|
AVAILABLE
|
|
OPTIONS
|
|
EXERCISE
|
|
|||
|
|
FOR
GRANT
|
|
OUTSTANDING
|
|
PRICE
|
||||
BALANCE,
September 30, 2005
|
343,666
|
34,334
|
$
|
7.37
|
||||||
Granted
|
-
|
-
|
-
|
|||||||
Exercised
|
-
|
-
|
-
|
|||||||
Cancelled
|
34,334
|
(34,334
|
)
|
(7.37
|
)
|
|||||
BALANCE,
September 30, 2006
|
378,000
|
-
|
$
|
-
|
||||||
Granted
|
-
|
-
|
||||||||
Exercised
|
-
|
-
|
||||||||
Cancelled
|
-
|
-
|
||||||||
BALANCE,
September 30, 2007
|
378,000
|
-
|
11. |
LEGAL
PROCEEDINGS - SECURITIES
ACTION
|
(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 $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.
|
12.
|
SUBSEQUENT EVENT |
13.
|
GOING
CONCERN
|
Double
Eagle Holdings, Ltd.
|
|
Financial
Highlights
|
|
For
the Years Ended September 30, 2007, 2006 and
2005
|
2007
|
|
2006
|
|
2005
|
||||||
PER
SHARE INFORMATION
|
||||||||||
Net
asset value, beginning of year
|
$
|
(3.1231
|
)
|
$
|
(5.7173
|
)
|
$
|
(2.0914
|
)
|
|
Net
decrease from operations (a)
|
(0.0160
|
)
|
(4.0867
|
)
|
(3.6215
|
)
|
||||
Liabilities
forgiven by former officer and
|
||||||||||
shareholders
|
-
|
7.4331
|
-
|
|||||||
Net
change in realized gain (loss) and unrealized
|
||||||||||
appreciation
(depreciation) of investments, net
|
(0.0182
|
)
|
-
|
-
|
||||||
Net
increase from stock transactions
|
3.1282
|
(0.7522
|
)
|
(0.0044
|
)
|
|||||
Net
asset value, end of year
|
$
|
(0.0291
|
)
|
$
|
(3.1231
|
)
|
$
|
(5.7173
|
)
|
|
Per
share market value:
|
||||||||||
Beginning
of period
|
$
|
4.44
|
$
|
1.78
|
$
|
5.00
|
||||
End
of period
|
$
|
0.12
|
$
|
4.44
|
$
|
1.78
|
||||
Investment
return, based on market prices
|
||||||||||
at
end of period
|
-97
|
%
|
149
|
%
|
-64
|
%
|
||||
RATIOS/SUPPLEMENTAL
DATA
|
||||||||||
Net
assets, end of year
|
(185,282
|
)
|
(309,246
|
)
|
(566,129
|
)
|
||||
Average
net assets
|
(206,030
|
)
|
(677,729
|
)
|
(224,664
|
)
|
||||
Annualized
ratio of expenses to average net assets
|
-18
|
%
|
(b
|
)
|
(b
|
)
|
||||
Annualized
ratio of net decrease in net assets
|
||||||||||
from
operations to average net assets
|
45
|
%
|
(b
|
)
|
(b
|
)
|
||||
Common
stock outstanding at end of year
|
6,375,821
|
99,020
|
99,020
|
|||||||
Weighted
average shares outstanding during year
|
2,739,989
|
99,020
|
99,137
|
(a)
Includes discontinued operations
|
|
(b)
Discontinued operations only
|
See
accompanying notes to financial
statements.
|
ITEM 9: |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
ITEM 9A: |
CONTROLS
AND PROCEDURES
|
ITEM 9B: |
OTHER
INFORMATION
|
ITEM 10: |
DIRECTORS
AND EXECUTIVE OFFICERS OF THE
REGISTRANT
|
NAME
|
AGE
|
POSITION
|
||
M.E.
“Hank” Durschlag
|
44
|
President,
CEO and Director since March 30, 2007
|
||
Ross
E. Silvey
|
78
|
Independent
Director since March 30, 2007
|
||
Erik
S. Phillips
|
37
|
Independent
Director since December 2007
|
ITEM 11: |
EXECUTIVE
COMPENSATION
|
(a)
|
Summary
Compensation Table
|
Name
and Principal Position
|
Year
|
|
Salary
|
|
Bonus
|
|
Total
|
||||||
M.E.
“Hank” Durschlag
|
2007
|
$
|
3,000
|
None
|
None
|
||||||||
Chairman
of the Board,
|
2006
|
N/A
|
N/A
|
N/A
|
|||||||||
President,
CEO and CFO
|
2005
|
N/A
|
N/A
|
N/A
|
|||||||||
Since
March 30, 2007
|
|||||||||||||
Michael
D. Pruitt
|
2007
|
None
|
None
|
None
|
|||||||||
Chairman
of the Board,
|
2006
|
None
|
None
|
None
|
|||||||||
President,
CEO and CFO
|
2005
|
N/A
|
N/A
|
N/A
|
|||||||||
Since
September 22, 2006
|
|||||||||||||
Until
March 30, 2007
|
|||||||||||||
Herbert
Tabin
|
2007
|
N/A
|
N/A
|
N/A
|
|||||||||
Chairman
of the Board
|
2006
|
None
|
None
|
None
|
|||||||||
And
CEO from July 25,
|
2005
|
None
|
None
|
None
|
|||||||||
2000
until September 22, 2006
|
|||||||||||||
Marissa
Dermer
|
2007
|
N/A
|
N/A
|
N/A
|
|||||||||
2006
|
None
|
None
|
None
|
||||||||||
2000
until September 21, 2006
|
2005
|
None
|
None
|
None
|
(b) |
Grants
of plan-based awards table
|
(c) |
Outstanding
equity awards at fiscal year-end
table
|
(d) |
Option
exercises and stock vested
table
|
(e) |
Pension
benefits
|
(f) |
Nonqualified
defined contribution and other nonqualified deferred compensation
plans
|
(g)
|
Potential
payments upon termination or
changes-in-control
|
(h)
|
Compensation
of directors
|
Directors
Fee
|
|
|||
|
|
Earned
or Paid
|
|
|
Name
|
|
In
Cash ($)
|
||
M.E.
“Hank” Durschlag
|
$
|
-
|
||
Ross
E. Silvey
|
-
|
|||
Erik
S. Phillips
|
-
|
(i)
|
Compensation
committee interlocks and insider
participation
|
(j)
|
Compensation
committee report
|
ITEM 12: |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Name
and Address of
|
Amount
and Nature of
|
|
||||
Title
of Class
|
Beneficial
Owner *
|
Beneficial
Owner
|
%
of Class
|
|||
Common
|
Adam
Adler
|
4,000,000
|
19.96%
|
|||
Common
|
Mike
Fine
|
1,200,000
|
5.99%
|
Name
and Address of
|
Amount
and Nature of
|
|||||
Title
of Class
|
Beneficial
Owner
|
Beneficial
Owner
|
%
of Class
|
|||
Common
|
M.E.
“Hank” Durschlag
|
1,000,000
|
4.99%
|
|||
Common
|
Ross
E. Silvey
|
-
|
*
|
|||
Common
|
Erik
S. Phillips
|
-
|
*
|
|||
Common
|
All
officers and directors as a
Group (3 persons)
|
1,000,000
|
4.99%
|
ITEM 13: |
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
ITEM 14: |
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
(a)
|
The
following documents are filed as part of this
report:
|
1.
|
Financial
Statements - The following financial statements of Double Eagle Holdings,
Ltd. are contained in Item 8 of this Form
10-K:
|
·
|
Report
of Independent Registered Public
Accountant
|
·
|
Statements
of Net Assets (Liabilities) at September 30, 2007 and
2006
|
·
|
Statements
of Operations - For the years ended September 30, 2007, 2006 and
2005
|
·
|
Statements
of Cash Flows - For the years ended September 30, 2007, 2006 and
2005
|
·
|
Statements
of Changes in Net Assets (Liabilities) - For the years ended September
30,
2007, 2006 and 2005
|
·
|
Schedule
of Investments - At September 30,
2007
|
·
|
Notes
to the Financial Statements
|
·
|
Financial
Highlights - For the years ended September 30, 2007, 2006 and
2005
|
2.
|
Financial
Statement Schedules were omitted, as they are not required or are
not
applicable, or the required information is included in the Financial
Statements.
|
3.
|
Exhibits
- The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32
under the Securities Exchange Act of
1934.
|
Exhibit | Description |
31.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant
to
Rule 13a-14 of the Securities Exchange Act of 1934, as amended, pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002
|
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant
to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
DOUBLE EAGLE HOLDINGS, LTD. | ||
|
|
|
By: | /s/ M.E. “Hank” Durschlag | |
M.E. “Hank” Durschlag, Chairman, |
||
Chief
Executive Officer and
Chief
Financial Officer
|
Date
|
Title
(Capacity)
|
Signature
|
||
December
28, 2007
|
Chairman,
Chief Executive Officer
|
/s/
M.E. “Hank” Durschlag
|
||
and
Chief Financial Officer
|
M.E.
“Hank” Durschlag
|
|||
December
28, 2007
|
Director
|
/s/
Ross E. Silvey
|
||
Ross
E. Silvey
|
||||
Director
|
/s/
Erik S. Phillips
|
|||
Erik
S. Phillips
|