US SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(X) Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the
quarterly period ended June 30, 2004.
( ) Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the
transition period from to .
Commission File Number 0-24185
CENTRAL AMERICAN EQUITIES CORP.
Florida 65-0636168
(State or other jurisdiction of (IRS Employer Identification Number)
incorporated or organization)
Hotel Alta, Alto de las Palomas
Santa Ana, Costa Rica
Mailing Address: Interlink 964, PO Box 02-5635, Miami, FL 33102
(Address of Principal Executive Offices)
+011 (506) 282-4160
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Class A Common Stock, $.001 Par Value
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the
Exchange Act during the preceding twelve (12) months (or for such
shorter period that
registrant was required to file such reports), and (2) has been
subject to such filing requirements
for the past ninety (90) days. YES ( X ) NO ( ).
Number of shares outstanding on June 30, 2004 of each of the classes
of common equity:
19,789,268 shares of Class A Common Stock, $001 par value
Transitional Small Business disclosure format (check one)
YES [ X ] NO [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB of Registrant for the year
ended December 31, 1998, 1999, 2000,
2001, 2002, and 2003 and an 8K filed in July 2004.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
Central American Equities Corp. (the "Company" or "CAE") is a US
hospitality company,
based in Santa Ana, Costa Rica and incorporated in the State of Florida.
The Company owns
and operates hotels, restaurants, and real property in Costa Rica.
All CAE activities are related
to the Company's hotels in Costa Rica, and, as such, are reported as
one operating segment (per
FASB Statement No. 131). Financial statements follow.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Balance Sheet
Assets
June 30, 2004
Current assets
Cash and cash equivalents $538,021
Account receivable 98,850
Account receivable from sale of asset 0
Inventory 20,719
Prepaid expenses 19,017
676,606
Buildings and equipment,
Net of depreciation 5,613,726
Other assets
Other Assets 0
Total assets 6,290,332
Liability and Stockholders' Equity
Current liabilities
Accounts payable 73,035
Notes Payable Current Portion 36,000
Accrued expenses 277,051
386,086
Other liabilities
Long term debt 313,176
Due to officers 291,676
604,852
Stockholders' equity
Common stock - $.001 par value;
25,000,000 authorized, 19,789,268
issued and outstanding 19,789
Preferred stock - $.001 par value;
1,000,000 shares authorized,
1,000,000 issued and outstanding 1,000
Additional paid-in capital 10,366,516
Accumulated other comprehensive
Income 94,510
Retained deficit (5,182,421)
5,299,394
Total liabilities & stockholders'
Equity 6,290,332
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Statement of Operations
For the 3-month For the 6-month
period ended period ended
June 30, June 30,
2004 2003 2004 2003
Revenues $ 276,049 $ 212,258 710,342 529,128
Cost of Services 95,670 49,952 240,505 136, 860
Gross Profit 180,379 162,306 469,837 392,268
Operations
General & Administrative 178,787 194,555 370,361 400,888
Depreciation 42,930 45,823 86,416 91,646
221,717 240,377 456,777 492,534
Other Expense
Interest Expense 24,347 26,625 42,948 47,758
Sale of Asset (net) 31,750 31,750
Loss on Foreign Exchange 0 0 0 0
56,097 26,625 74,698 47,758
Income taxes 0 0 0 0
NET INCOME (Loss) $ ( 97,435) $ (104,697) ( 61,639) (148,024)
Weighted Average share of
Common Stock Outstanding 19,789,268 15,439,268 19,789,268 15,439,268
Gain (Loss) per
Common Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Statements of Cash Flow
For the Six Months Ended June 30,
2004 2003
Cash flows from operating activities: $(61,639) $(148,025)
Net Income
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Unrealized Loss on Foreign Exchange 13,324 32,021
Depreciation and amortization 42,930 91,646
Decrease (increase) in:
Accounts receivable (33,404) 18,594
Inventory 10,660 (8,761)
Prepaid expense and other (15,466) 4,254
(Increase) decrease in:
Accounts payable 3,417 34,334
Accrued expenses 9,046 21,255
Net cash used in operating activities: (31,132) 45,319
Cash flows from investing activities:
Capital expenditures 0 0
Payment received on sale of asset 635,000 0
Net cash used in investing activities 635,000 0
Cash flows from financing activities:
Proceeds from loans (63,999) (48,986)
Proceeds from loans from officers (87,802) ( 2,500)
Net cash provided by financing activities: (151,801) (51,486)
Net increase (decrease) in cash 452,066 (6,167)
Cash - beginning of period 85,955 25,040
Cash - end of period 538,021 18,873
Supplemental Disclosures of cash flow information:
Interest 42,948 47,758
Income Taxes 0 0
See Notes to Consolidated Financial Statements
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 Summary of Accounting Policies
Nature of Business
Central American Equities Corp. and Subsidiaries (the "Company") was
incorporated under the laws of the
State of Florida on January 23, 1996. The Company provides an
integrated eco-vacation experience in Costa
Rica, and is in the business of owning and operating hotels and
real property in Costa Rica.
In December of 1996, the Company entered into an agreement for
the exchange of common stock ("Exchange
Agreement") with Cal Tico, L.P., Ecolodge Partners, L.P. and
Marine Lodge Partners, L.P. (Partnership).
Pursuant to the exchange agreement, the company issued 7,756,885
and 3,099,392 shares of common stock to
limited partners and the general partners, respectively, of the
partnerships. In exchange for the shares, the
partnership transferred all of their interests (i.e. 100% of the
outstanding common stock) in the following Costa
Rican corporations: Hotelera Cal Tico, S.A.; Bandirma, S.A.;
Sociedad Protectora De La Fuana y Flora
Maritima De Mal Pais, S.F.; Ecoprojecto San Luis, S.A. and
Confluencia, S.A.
Cal Tico, L.P. was a California limited partnership that was
formed in July 1992 to raise $2 million to
purchase the land and construct Hotel Alta. Cal Tico, L.P.
owns 100% of the stock in Hoteleria Cal Tico,
S.A., a Costa Rican corporation. Hotelera Cal Tico, S.A, owns
the land and buildings at Hotel Alta.
Ecolodge Partners, L.P. was formed in July 1993 to raise a total
of $1.3 million in a private placement offering
to purchase the land and construct the Ecolodge San Luis and
Biological Station. Ecolodge Partners was a
California limited partnership that owned all of the stock in
Ecoproyecto San Luis, S.A. and Confluencia San
Luis, S.A., the two Costa Rican companies that own the Ecolodge
land and buildings.
Marine Lodge Partners L.P. was formed in March 1995 to raise $1
million for the purchase and renovation of
the Sunset Reef. MarineLodge Partners was a California limited
partnership. Marine Lodge Partners owned
100% of the stock in Bandirma, S.A. Bandirma owns: a) 90% of the
Sociedad Protectora De La Fauna y Flora
Maritima de Mal Pais S.A., a Costa Rican corporation which owns the
land and buildings at Sunset Reef, and
b) 100% of Muxia, S.A. which owns 100% of the land and buildings at
Playa Carmen.
Basis of Consolidation
The consolidated financial statements include the consolidated accounts
of Central American Equities Corp. and
its subsidiaries. Hotelera Cal Tico, S.A., Bandirma, S.A., Sociedad
Protectora De La Fuana y Flora Maritima
De Mal Pais, S.F., Ecoprojecto San Luis, S.A. and Confluencia, S.A.
are held 100% by the Company. All
inter-company transactions and accounts have been eliminated in
consolidation.
Cash and Cash Equivalents
For purposes of the statement of cash flows all certificates of
deposits with maturities of 90 days or less, were
deemed to be cash equivalents.
Property and Equipment
Property and equipment are recorded at cost less accumulated
depreciation. Depreciation is computed provided
using the straight-line method over the estimated useful lives
of five for equipment, seven years for furniture
and fixtures and forty years for buildings and improvements.
Repairs and maintenance costs are expensed as incurred while
additions and betterments are capitalized. The
cost and related accumulated depreciation of assets sold or
retired are eliminated from the accounts and any gain
or losses are reflected in earnings.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 Summary of Accounting Policies (continued)
Estimates
Preparation of financial statements in conformity with generally
accepted accounting principles 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.
Adoption of Statement of Accounting Standard No. 123
In 1997, the Company adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123"). SFAS 123 encourages, but does not
require companies to record at fair
value compensation cost for stock-based compensation plans. The
Company has chosen to account for stock-
based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, compensation cost
for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay to a
cquire the stock. The difference between the fair
value method of SFAS-123 and APB 25 is immaterial.
Adoption of Statement of Accounting Standard No. 128
In February 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share"
(SFAS 128). SFAS 128 changes the standards for
computing and presenting earnings per share (EPS)
and supersedes Accounting Principles Board Opinion No.
15, "Earnings per Share." SFAS 128 replaces the presentation
of primary EPS with a presentation of basic
EPS. It also requires dual presentation of basic and diluted
EPS on the face of the income statement for all
entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of
the diluted EPS computation. SFAS 128 is
effective for financial statements issued for periods ending
after December 15, 1997, including interim periods.
This Statement requires restatement of all prior period EPS
data presented.
As it relates to the Company, the principal differences between
the provisions of SFAS 128 and previous
authoritative pronouncements are the exclusion of common stock
equivalents in the determination of Basic
Earnings Per Share and the market price at which common stock
equivalents are calculated in the determination
of Diluted Earnings Per Share.
Basic earnings per common share is computed using the weighted
average number of shares of common stock
outstanding for the period. Diluted earnings per common share is
computed using the weighted average number
of shares of common stock and dilutive common equivalent shares
related to stock options and warrants
outstanding during the period.
The adoption of SFAS 128 had no effect on previously reported loss
per share amounts for the year ended
December 31, 1997. For the years ended December 31, 1999 and 1998,
primary loss per share was the same as
basic loss per share and fully diluted loss per share was the same
as diluted loss per share. A net loss was
reported in 1998 and 1997, and accordingly, in those years the
denominator was equal to the weighted average
outstanding shares with no consideration for outstanding options
and warrants to purchase shares of the
Company's common stock, because to do so would have been anti-dilutive.
Stock options for the purchase of
357,500 shares at December 31, 1998 were not included in loss
per share calculations, because to do so would
have been anti-dilutive.
Revenue Recognition
The Company records revenue at the point of service and maintains
its corporate records for both financial
statement and tax return purposes on the accrual method of
accounting.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 Summary of Accounting Policies (continued)
Foreign Exchange
Assets and liabilities of the Company, which are denominated
in foreign currencies, are translated at exchange
rates prevailing at the balance sheet date. Non-monetary assets
and liabilities are translated at historical rates.
Revenues and expenses are translated at average rates throughout
the year. The unrealized translation gains and
loses are accumulated in a separate component of stockholder
equity Translation exchange gains and losses
are reflected in net earnings.
Fair Value of Financial Instruments
The carrying amount of the Company's financial instruments, which
principally include cash, note receivable,
accounts payable and accrued expenses, approximates fair value due
to the relatively short maturity of such
instruments.
The fair value of the Company's debt instruments is based on the amount
of future cash flows associated with
each instrument discounted using the Company's borrowing rate. At
December 31, 2002 and 2001,
respectively, the carrying value of all financial instruments was not
materially different from fair value.
Income Taxes
The Company has net operating loss carryovers of approximately $5.1
million as of December 31, 2003,
expiring in the years 2012 through 2023. However, based upon present
Internal Revenue regulations governing
the utilization of net operating loss carryovers where the corporation
has issued substantial additional stock,
most of this loss carryover may not be available to the Company.
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income
Taxes, effective July 1993. SFAS No.109 requires the establishment of
a deferred tax asset for all deductible
temporary differences and operating loss carryforwards. Because of
the uncertainties discussed in Note 2,
however, any deferred tax asset established for utilization of the
Company's tax loss carryforwards would
correspondingly require a valuation allowance of the same amount
pursuant to SFAS No. 109. Accordingly,
no deferred tax asset is reflected in these financial statements.
Recent Accounting Pronouncements
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure
Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others" ("Interpretation No.
45"). Interpretation No. 45 elaborates on the existing disclosure
requirements for most guarantees, including
loan guarantees such as standby letters of credit. It also clarifies
that at the time a company issues a guarantee,
the company must recognize an initial liability for the fair market
value of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements. The initial
recognition and measurement provisions of Interpretation No. 45 apply
on a prospective basis to guarantees
issued or modified after December 31, 2002. Interpretation No. 45 did
not have an effect on the financial
statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities"
("Interpretation No. 46"), that clarifies the application of Accounting
Research Bulletin No. 51, "Consolidated
Financial Statements," to certain entities in which equity investors do
not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities
without additional subordinated financial support from
other parties. Interpretation No. 46 is applicable
immediately for variable interest entities created after
January 31, 2003. For variable interest entities created
prior to January 31, 2003, the provisions of Interpretation
No. 46 are applicable no later than July 1, 2003.
Interpretation No. 46 did not have an effect on the financial
statements.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition
and Disclosure, an amendment of FASB Statement No. 123" ("SFAS 148").
This Statement amends SFAS
123 to provide alternative methods of transition for a voluntary change
to the fair value method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS
123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002
and are included in the notes to these
consolidated financial statements.
Statement of Financial Accounting Standards SFAS No. 149, "Amendment of
Statement 133 on Derivative
Instruments and Hedging Activities", SFAS No. 150, "Accounting for
Certain Financial Instruments with
Characteristics of both Liabilities and Equity", were recently issued. SFAS
No, 149, and 150 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
Note 2 Federal Income Tax
At December 31, 2003 and 2002 deferred taxes consisted of the following:
2003 2002
Deferred tax assets,
Net operating loss carry-forward $ 1,865,000 $ 1,564,000
Less valuation allowance ( 1,865,000) (1,564,000)
-------- --------
Net deferred taxes $ -0- $ -0-
======== ========
The valuation allowance offsets the net deferred tax asset for
which there is no assurance of recovery. The
change in the valuation allowance for the years ended December 31, 2003
and 2002 totaled $306,300 and
$133,300, respectively. The net operating loss carry- forward expires
in year 2022. The valuation allowance will
be evaluated at the end of each year, considering positive and negative
evidence about whether the deferred tax
asset will be realized.
At that time, the allowance will either be increased or reduced;
reduction could result in the complete
elimination of the allowance if positive evidence indicates that
the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.
Note 3 Going Concern
The Company incurred a net loss of approximately $278,000 during the
year ended December 31, 2003 and
although the Company had positive cash flow during the first six
months of 2004, there is some doubt about
the entity's ability to continue as a going concern.
The Company has received additional financing through the sale of a
non-performing asset, continues to control
expenses, and evaluates the ongoing performance of the Company's assets.
The ability of the Company to
continue as a going concern is dependent on the success of application
and techniques. The financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going
concern.
CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 Property and Equipment
As of March 31, 2004 plant and equipment consisted of the following:
Land $840,075
Buildings 6,051,286
Machinery and equipment 125,535
Furniture and fixtures 286,635
Computer equipment 73,693
7,377,224
Less accumulated depreciation 1,120,386
$ 6,256,838
Depreciation expense in the amount of $183,292 and $166,377 has been
recorded for the years ended December
31, 2003 and 2002 respectively. Depreciation expense in the amount of
$43,486 has been recorded for the three
month period ended March 31, 2004.
Note 5 Notes Payable
The Company has $300,876 outstanding against a $500,000 line of
credit with Banco BCT, which bears
interest at the prime rate plus 3%. Principal payments were to
begin on January 10, 2000 in monthly
installments of $38,462; however, payments were renegotiated.
During 2001 and 2002, interest only was paid
on the last day of each month. In February 2002, the Company
restructured the loan. The new terms include a
loan term of 70 months; an annual interest rate of prime plus
3.75%, and monthly principal payments that vary
with the high and low occupancy periods of Hotel Alta. Monthly
principal payments in year one will vary
from $3,000 to $9,000. The funds advanced under this line of
credit were utilized to supplement cash flow for
operating expenses and construction costs. The note is collateralized
by property of the Company.
Included in notes payable at December 31, 2001 is a note payable to
shareholder, dated July 21, 2000, of
$48,300. The note payable bears interest at 21% and was
due July 22, 2002.
Note 6 Notes Payable Related Parties
Notes payable as of June 30, 2004 are as follows:
Note payable to shareholder dated November 30, 2000
with interest at 6% with
no set terms for prepayment $ 45,222
Notes payable to principal officer for past salary 240,454
Note payable to shareholder dated July 15, 2000 with
interest at 6% with no set terms for prepayment 6,000
Total Due to Officers $291,676
Note 7 Commitments and Contingencies
The Company has a month-to-month lease for 1 acre of property.
Minimum rentals in the year ending
December 31, 2004 is $18,000
Included as a liability on the balance sheet is an accrued expense
in the amount of about $150,000 for non-
payment of sales taxes for Hotel Alta. These amounts had grown
over several years. The amount listed is
an accurate reflection on the amount past due at that time not
including penalties or interest.
Penalties and interest were not included as the government had
an amnesty program that forgave penalties and
interest on all past taxes paid by April 1, 2003. The Company
planned to have the cash available to pay past
taxes by selling a beach property called Tropicana before April 1.
Instead, through negotiations with the
government the Company offered part of the property to the government
in lieu of payment. Before April 1 the
government accepted the property and began an appraisal to see how
much of the past taxes it would cover. In
August 2003, the government reversed course on the offer to accept
the property. They demanded full payment
of the back taxes including penalties and interest. As of the report
date, the Company has paid down the tax
liability by more than $80,000, but is disputing the interest and
penalties.
Note 8 Sale of Asset
During the three-month period ended June 30, 2004, the Company sold
its beach property and open-air
restaurant in Mal Pais known as Restaurante Tropicana for $635,000
in cash. The Company paid a company
five percent of the sale price or $31,750 for successfully brokering
the sale.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
Central American Equities Corp. (the "Company" or "CAE") is a US
hospitality company,
based in Santa Ana, Costa Rica and incorporated in the State of
Florida on January 23, 1996.
The Company specializes in providing high-quality food and lodging
in unique natural settings
in Costa Rica. The Company is in the business of owning and operating
hotels and restaurants
and real property in Costa Rica.
As of June 30, 2004, CAE owned Hotel Alta in Santa Ana (a suburb of the
capital city of San
Jose), and Sunset Reef (on the Pacific Ocean in Mal Pais near the
protected Cabo Blanco
Reserve). CAE also owned and operated La Luz Restaurant (located
in Hotel Alta) and ATP-
Costa Rica (a full-service reservation, travel planning and in-bound
tour operation based in
Costa Rica). (The Company sold Restaurant Tropicana in June 2004.)
The first year of full operation of the Company's hotels was 1998.
All Company owned
facilities, except for Tropicana Restaurant, were open and operating
by the beginning of 1998.
Beginning in late 2001, Tropicana Restaurant was operated by the
Company (in past years it
had been rented on a monthly basis). On March 31, 2004, the Company
had approximately 60
full-time, part-time and contract employees.
The following is management's discussion and analysis of
significant factors that affected the
Company's financial position during the three-month period
ended June 30, 2004.
Results of Operations
Comparison of Operations for the 3-Month Periods Ended June 30, 2003 and 2004
For several years, the Company has been challenged by diminished
travel demand brought on
by the terrorist attacks of September 11, 2001 and the increased
supply of hotel rooms and
restaurants. However, a tumultuous 3-year trend clearly reversed
in the first quarter of 2004.
May and June are traditionally low occupancy months, as Spring break
ends, the rains begin
and most tourists put travel off until the (U.S) summer months.
However, growth in occupancy
continued at the Company hotels in the second quarter of 2004.
During the three-month period
ending June 30, 2004, occupancy at Hotel Alta increased by 35%
from the same period in 2003
growing from 37% to 50%. Sunset Reef's growth was slight.
During the second quarter of
2004, occupancy at Sunset Reef was 20% compared to 19% for the
same period in 2003. For
Hotel Alta, occupancy for April and May 2004 was the best ever
for these months.
The growth in occupancy led to growth in revenue. During the
three-month period ended June
30, 2004, revenues were about $276,000. This represents an
increase of approximately $64,000
or more than 30% from the same period in 2003. Operational
expenses (cost of services and
general and administrative costs) grew, but less rapidly.
During the three-month period ended
June 30, 2004, total operational expenses were about $274,000.
This represents an increase of
approximately $30,000 or about 9% from the same period in 2003.
During the three-month period ended June 30, 2004 the Company
earned approximately $1,500
before depreciation of about $43,000, interest costs of about
$24,000 and brokerage fees from
the sale of Tropicana of about 32,000. The net loss (including
depreciation, interest, and
brokerage fees) totaled about $97,000. During the same period in
2003, the Company suffered
a net loss of about $105,000.
During the first half of 2004 (January 1 to June 30) total
Company revenues increased from
$529,128 in 2003 to $$710,342, an increase of 34%.
Future Direction
During its annual meeting held on May 15, 2004 management
discussed the advantages and
disadvantages of continuing to operate its current business
while remaining a publicly traded
company. Foremost was the cost to the Company of remaining a
publicly trading company, as
it is expensive and time consuming. For this reason, the board
has questioned the value of
remaining a publicly trading Company and has decided it is not
in the best interests of the
shareholders to operate the hotels as a public entity. As such,
we intend to explore the idea of
selling the hotels and seeking out business opportunity candidates
to merge into the Company.
There is no assurance, however, that management will do this.
Liquidity and Capital Resources
During the first six months of 2004, the Company recorded positive
net cash flow of
approximately $25,000. However, prior to this filing, Company
operations had resulted in
losses. The Company has limited, albeit improving, cash liquidity
and capital resources. The
Company plans to hold sufficient cash from the sale of assets in
reserve to protect against cash
flow needs during 2004.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Actions in Costa Rican Labor Court
At this time there are actions against Central American Equities
in the Costa Rican Labor Court
that have been brought by former employees who had been dismissed
by the Company due to
poor performance or insubordination. These employees dispute the
reason for their dismissal
and, as such, claim they are entitled to additional monetary
compensation. The Company
considers these actions to be routine litigation that is incidental
to the business (as defined
under Reg. 228.103). It is anticipated that any contingent liability
stemming from these claims
would be immaterial to the Company. See Item 5 for potential
litigation subsequent to the due
date for this filing.
Potential Legal Proceeding and Liability Post June 30, 2004
On November 2002, Hotel Alta owed Tributacion (the Costa Rican
taxing authority)
approximately $240,000 in unpaid sales taxes. These taxes have
been listed on past balance
sheets as an accrued expense. The Costa Rica government offered to
all companies in Costa
Rica amnesty from interest and penalties for back taxes paid by
April 30, 2003. Prior to April
30, 2003, CAE, unable to pay these taxes in cash, proposed that
the debt be resolved with the
exchange of property worth an equivalent value (part of the parcel
in Playa Carmen where
Restaurante Tropicana is located). It is the Company's contention
that Tributacion accepted
this offer on April 30, 2003 and began a process of appraising the
property to determine how
much of the tax liability was to be cancelled.
In August 2003, Tributacion notified the Company that it would not
accept the property in lieu
of payment (in whole or in part) and demanded that the Company pay
the past due taxes with
interest and penalties.
Between August 2003 and August 2004 the Company attempted to negotiate
with Tributacion
concerning the amount of taxes owed and the applicability
and legality
of interest and penalties
related to those taxes. These negotiations were unsuccessful.
As such, on September 13, 2004
the Company brought suit against Tributacion in the Costa Rican
constitutional court for not
accepting this offer of property in exchange for an outstanding
tax liability. The refusal of the
offer denied the opportunity for the Company to successfully meet
the tax amnesty deadline.
Believing it has been denied due process and equal treatment under
Costa Rican law,
management plans to pursue the case vigorously. It is difficult to
evaluate the likelihood of an
unfavorable outcome in this case but we estimate it to be at or
below 50%. If an unfavorable
outcome results, the Company may be liable for interest and
penalties of approximately at least
$175,000. The principal tax liability for past payments due
as of June 30, 2004 was
approximately $150,000(not including potential interest and
penalties) and has been accounted
for in the financial statements of this filing.
ITEM 2. CHANGES IN SECURITIES
The Company granted 50,000 shares of Class A Common Stock to an
employee of the
Company in February 2004. No other shares were sold or issued
during the six-month period
ended June 30, 2004. As of June 30, 2004 (and October 12, 2004)
the Company had
19,789,268 shares of Common Stock issued and outstanding and one
million shares of
Preferred Stock issued and outstanding. The amount of Class A
Common Stock authorized
was 25,000,000 shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company did not default upon any securities of any kind
during the three-month period
that ended on June 30, 2004.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 2004 the Company held its annual meeting at Hotel
Alta in Santa Ana, Costa Rica.
At the meeting a quorum was certified with 14,751,171 shares
present or 74.5% of the
19,789,268 shares outstanding. During the meeting:
1. Richard Wm. Talley, Michael Caggiano, and Jim Voloshin were
elected to the board of
directors with a 96% approval of those shareholders voting.
2. Clyde Bailey was approved as the auditor for the Corporation
with a 99% approval of those shareholders voting.
3. The amount of Class A Common Stock authorized was
increased from 20,000,000
shares to 25,000,000 shares with a 93% approval of those
shareholders voting.
4. The outstanding board director loans were assigned a 5%
interest rate with a 93%
approval of those shareholders voting.
5. The board directors were each granted 25,000 shares of common
stock as compensation
with a 93% approval of those shareholders voting (prior to this
vote, board members did
not receive compensation for board services accept reimbursement
for expenses).
The Company submitted no other matters to a vote of its security
holders during the nine-month
period ended September 30, 2004.
ITEM 5. OTHER INFORMATION
See Item 6 below. There is no other information to be filed here.
ITEM 6. EXHIBITS AND REPORTS
No exhibits are filed with this Form 10-QSB. Additional information
may be found in the
Annual Report on Form 10K of the Registrant for the year ended
December 31, 1998, 1999, 2000, 2001, and 2002. No reports were
filed on Form 8-K during the last quarter of the period
covered by this report.
A report on Form 8-K (disposition of an asset) was filed in July 2004.
It reported the sale of
Restaurant Tropicana our beach property located in Mal Pais, Costa Rica.
CAE has sold the
property and small structure (a small open-air restaurant, known as
Tropicana) to a private
buyer. Total consideration for the sale was $635,000 dollars
including previously received
earnest money deposits. The price was based primarily on the
value of the land. CAE used
proceeds from the sale to reduce corporate debt including debt
related to taxes due, CAE may
retain a relationship with the new owner. CAE is currently
negotiating to rent Tropicana
restaurant and open it during the high season (December to April).
VERIFICATION SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration to be signed on its behalf by the
undersigned,
thereunto duly authorized.
CENTRAL AMERICAN EQUITIES CORP.
BY: Michael N. Caggiano, President/CEO
MICHAEL N. CAGGIANO, President/CEO
CENTRAL AMERICAN EQUITIES CORP.
BY: Richard Wm. Talley, Director
RICHARD WM. TALLEY, DIRECTOR
CENTRAL AMERICAN EQUITIES CORP.
BY: P. James Voloshin, Director
P. James Voloshin, DIRECTOR,
SARBANES-OXLEY ACT Section 302 CERTIFICATIONS
I, Michael Caggiano, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Central American
Equities Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the
circumstances under which such statements were made, not misleading with
respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in
this report, fairly present in all material respects the financial
condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and
procedures to be designed under our supervision, to ensure that
material information relating to
the registrant, including its consolidated subsidiaries, is made
known to us by others within
those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over
financial reporting to be designed under our supervision, to provide
reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and
presented in this report our conclusions about the effectiveness
of the disclosure controls and
procedures; and
(d) Disclosed in the report any change in the registrant's internal
control over financial reporting
that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting;
5. I have disclosed, based on our most recent evaluation of internal
control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal
control over financial reporting which are reasonably likely to
adversely affect the registrant's
ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management
or other employees who have
a significant role in the registrant's internal control over
financial reporting.
/s/ Michael N. Caggiano
- ----------------------------------------------
Michael N. Caggiano
President and Chief Executive Officer
October 12, 2004
SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS
I Michael N. Caggiano, President and Chief Executive Officer of
Central American Equities
Corporation, hereby certify that:
1. The annual report of the registrant on Form 10-Q for the quarter
ended June 30, 2004 fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of
1934; and
2. The information contained in the annual report fairly presents,
in all material respects, the
financial condition and results of operations of the registrant as
of the dates and for the periods
expressed in the quarterly report.
/s/ Michael N. Caggiano
- ----------------------------------------------
Name: Michael N. Caggiano
Title: President and Chief Executive Officer
Date: October 12, 2004