UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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C
OMMISSION FILE NUMBER
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000-49600
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S
IGNATURE
L
EISURE
,
I
NC
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(Exact name of small business issuer as specified in its charter)
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Colorado
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50-0012982
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1375 Semoran Boulevard, Suite 1035
Casselberry, Florida 32707
(Address of principal executive offices)
(407) 599-2886
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last report)
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[X]
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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.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the Definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer
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[ ] Accelerated filer [ ] Non-accelerated filer
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[X] Smaller reporting company
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[ ]
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Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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The number of shares outstanding of each of the issuer's classes of common equity as of June 30, 2008:
395,477,965 shares of common stock
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1
S
IGNATURE
L
EISURE
,
I
NC
.
Index
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Page
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Number
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PART I.
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FINANCIAL INFORMATION
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Item
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1.
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Financial Statements
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Balance Sheet (unaudited)
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3
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Statements of Operations (unaudited)
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4
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Statements of Cash Flows (unaudited)
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5
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Notes to the Consolidated Financial Statements
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6
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Item
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2.
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Management's Discussion and Analysis of Financial Condition
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and Results of Operations
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10
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Item
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3.
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Quantitative and Qualitative Disclosures About Market Risk
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13
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Item
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4T.
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Controls and Procedures
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13
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Part II.
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OTHER INFORMATION
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Item
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1.
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Legal Proceedings
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15
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Item
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2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item
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3.
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Defaults Upon Senior Securities
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15
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Item
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4.
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Submission of Matters to a Vote of Security Holders
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15
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Item
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5.
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Other Information
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15
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Item
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6.
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Exhibits and Reports on Form 8-K
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15
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SIGNATURES
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16
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2
S
IGNATURE
L
EISURE
,
I
NC
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Condensed Consolidated Balance Sheet
June 30, 2008
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June 30,
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December 31,
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2008
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2007
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(Unaudited)
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Assets
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Current assets:
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Cash
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$
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38,243
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$
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33,902
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Accounts receivable
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-
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19,989
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Deposits
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-
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5,425
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Investment in marketable securities
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4,463
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283,125
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Notes receivable
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50,000
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50,000
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Accrued interest
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3,820
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1,260
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Inventory
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7,849
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7,848
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Total current assets
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104,375
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401,449
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Equipment, less accumulated depreciation of $2,234 and $1,901
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2,767
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2,296
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Intangible assets, net of accumulated amortization
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-
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832
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Total assets
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$
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107,142
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$
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404,577
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Liabilities and Shareholders' Equity
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Current liabilities:
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Accounts payable
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$
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16,681
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$
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198,415
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Accrued liabilities
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-
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1,227
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Accrued liabilities related party
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493,477
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695,695
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Line of credit
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-
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18,126
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Note payable - related party
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350,872
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129,879
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Notes payable
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25,000
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-
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Accrued interest payable
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8,102
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2,644
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Total current liabilities
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894,132
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1,045,986
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Shareholders' deficit:
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Preferred stock, $.001 par value; 10,000,000 shares authorized,
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no shares issued and outstanding
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-
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Common stock, $.0001 par value; 500,000,000 shares authorized,
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395,477,965 and 234,477,965 shares issued and outstanding, respectively
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39,548
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23,448
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Additional paid-in capital
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7,281,914
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7,108,013
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Treasury Stock, 932,000 shares, at cost
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(26,673)
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(26,673)
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Retained deficit
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(8,081,779)
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(7,746,197)
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Total shareholders' equity
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(786,990)
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(641,409)
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Total liabilities and shareholders deficit
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$
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107,142
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$
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404,577
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See notes to condensed consolidated financial statements.
3
S
IGNATURE
L
EISURE
,
I
NC
.
Condensed Consolidated Statements of Operations
(Unaudited)
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For The Three Months Ended
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For The Six Months Ended
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June 30,
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June 30,
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2008
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2007
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2008
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2007
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Revenues:
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Consulting
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$
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16,389
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$
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655,000
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$ 16,389
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$
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715,000
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Service revenues
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-
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-
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-
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-
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Total revenue
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16,389
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655,000
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16,389
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715,000
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Operating expenses:
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Subcontract
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24,300
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32,280
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54,400
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34,340
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Selling, general and administrative
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137,660
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174,848
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310,751
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555,803
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Total operating expenses
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161,960
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207,128
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365,151
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590,143
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Operating income (loss)
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(145,571)
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447,872
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(348,762)
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124,857
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Interest income
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1,391
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1,894
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2,666
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15,266
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Gain (loss) on sale of marketable securities
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69,569
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(46,804)
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115,423
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(15,029)
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Unrealized gain (loss) on marketable securities
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(725)
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98,824
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(84,146)
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170,219
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Interest expense
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(10,011)
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(12,886)
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(20,723)
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(22,990)
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Income (loss) before income taxes
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(85,347)
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488,900
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(335,582)
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272,323
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Provision for income taxes
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-
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-
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-
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-
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Net income (loss)
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$
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(85,347)
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$
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488,900
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$ (335,582)
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$
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(272,323)
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Weighted average income (loss) per share:
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Basic and diluted
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$
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(0.00)
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$
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0.00
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$ (0.00)
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$
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0.00
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Weighted average number of
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common shares outstanding
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275,148,295
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232,792,845
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259,466,976
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230,016,499
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See notes to condensed consolidated financial statements.
4
S
IGNATURE
L
EISURE
,
I
NC
.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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For The Six Months Ended
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June 30,
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2008
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2007
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CASH FLOWS FROM OPERATIONS
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Net loss
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$ (335,582)
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$
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272,323
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Adjustments to reconcile net income (loss) to net cash
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provided by (used in) operating activities:
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Stock issued for services
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-
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128,313
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Depreciation and amortization expense
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1,166
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3,819
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(Gain) loss on sale of equity securities
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(115,423)
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15,029
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Unrealized (gain) loss on investments
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84,186
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(170,219)
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Changes in assets and liabilities:
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Accounts receivable
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19,889
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-
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Notes receivable
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-
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(360,000)
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Accrued interest receivable
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(2,560)
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(1,894)
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Inventory and other current assets
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5,424
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-
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Accounts payable
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(181,734)
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(10,778)
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Accrued liabilities
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207,548
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-
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Accrued interest payable
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5,458
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1,849
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Accrued salaries and related expenses
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-
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279,200
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Net cash provided by (used in) operating
activities
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(311,628)
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157,642
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of equity securities
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(155,500)
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(996,136)
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Proceeds from sale of equity securities
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465,399
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696,615
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Purchase of computer equipment
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(804)
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-
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Proceeds from sale of computer
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-
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864
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Net cash provided by (used in) investing
activities
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309,095
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(298,657)
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CASH FLOWS FROM FINANCING ACTIVITIES
:
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Proceeds from borrowings
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25,000
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18,985
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Repayments of borrowings
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(18,196)
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(445)
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Proceeds from loans from related parties
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-
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124,349
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Repayments of loans from related parties
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-
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(69,060)
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Net cash provided by financing activities
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6,874
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73,829
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Net change in cash
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4,341
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(67,186)
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Cash at beginning of period
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33,902
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83,479
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Cash at end of period
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$
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38,243
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$
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16,293
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Supplemental disclosure of cash flow information
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Interest paid
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$
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-
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|
$
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|
-
|
|
|
|
|
|
|
|
|
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Income taxes paid
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|
$
|
|
-
|
|
$
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|
-
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|
|
|
|
|
|
|
|
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Non cash transactions:
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|
|
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Stock issued for services
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$
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|
-
|
|
$
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|
128,313
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|
|
|
|
|
|
|
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Stock issued for payment for debt
|
|
$
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|
25,000
|
|
$
|
|
-
|
|
|
|
|
|
|
|
|
|
Stock issued for payment of debt to related party
|
|
$
|
|
165,000
|
|
$
|
|
-
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
5
S
IGNATURE
L
EISURE
,
I
NC
.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
Note 1 Nature of business and significant accounting policies
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q
and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the
results to be expected for the full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes
thereto included in the Companys Form 10-KSB for the year ended December 31, 2007.
Description of organization
Signature Leisure, Inc. (referred to as Signature or the Company) has been focused on the following operations during the six months ended June 30, 2008 and 2007: On February 15, 2005, the Company
acquired assets from Parker Productions for the purpose of providing modeling and event staffing services.
In July 2005, E Cubed Technologies, Inc. (E Cubed) was incorporated by the Company to assume the existing information technology consulting operations of Signature. Additionally,
E Cubed is an authorized dealer for a company that provides document imaging and retrieval solutions through software products that securely scan, store, and retrieve documents.
In January of 2007 the Company formed a wholly owned subsidiary, Signature Leisure, Inc. in the State of Minnesota to provide business consulting services to assist non public companies who are going public. Additionally,
the Company provides investor relation services to these companies by fielding inquiries from investors. During the course of these services the Company is given the opportunity to invest in the clients common stock.
Management may also consider other opportunities as additional or alternative means to develop revenue for the company.
Consolidation
The condensed
consolidated financial statements for the six months ended June 30, 2008 and 2007 included in this report include the activities of Signature Leisure, Inc. and its wholly-owned subsidiaries, Parker Productions, Inc., E Cubed Technologies, Inc. and
Signature Leisure, Inc. (Minnesota). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Revenue recognition
The Company recognizes revenue for modeling and event staffing services in the period the services are provided.
The Company recognizes revenue from information technology consulting operations and document imaging and retrieval solutions when services are provided or when software is shipped.
The Company recognizes revenue from investor relation services when services are provided. Business consulting services are contracted for over a course of one year and recognized monthly.
Reclassifications
Certain reclassifications have been made to the prior years financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or
retained earnings.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 2
Going concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based upon current operating
levels, the Company may require additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future.
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The
Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company has limited capital with which to pursue its
business plan. There can be no assurance that the Companys future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. The Company is partially dependent upon its officers
and other insiders to provide working capital. However, there is no assurance that these loans and capital advances will continue in the future. The Company intends to generate sufficient revenues from consulting, investor relations, information
technology consulting, and modeling and event planning services to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.
Note 3 - Related party transactions
Notes payable
The following notes were issued to the Companys president and sole director and are included in the accompanying financial statements as Note payable-related party.
On December 31, 2006, the Company executed a promissory note totaling $256,360 for all outstanding debt to its president. The note carried a 12% interest rate and matures on July 15, 2007. During year end December 31,
2007 the note was repaid.
During the six months ended June 30, 2008, the Company executed promissory notes to its president totaling $245,993 as reimbursement for payment of expenses. The note carried a 12% interest rate and is due on
demand.
A promissory note was issued to the Companys vice president on December 31, 2006 in the amount of $31,576. The note was paid during the year ended December 31, 2007. No interest was paid or accrued on this note.
On September 29, 2006 K & L International loaned the Company $50,000. Payments of interest only at 15% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15
th
day of the first month of each subsequent quarter. The note matures on October 31, 2008. In January 2007, the interest payment was extended to April 15, 2007. In September 2007 K & L
International loaned the Company $47,000 and combined the notes and accrued interest as of September 30, 2007 into one convertible note totaling $104,879. Interest accrues at 10%. Principle and interest are payable when the note matures on
December 31, 2008. The note can be paid in either cash or can be converted at the lenders discretion into common stock of the borrower at a discount of 50 %(fifty percent) of the closing bid price of the borrowers stock price on the day prior
to the date of the conversion notice. The beneficial conversion was recorded as interest expense of $78,659 through additional paid in capital.
On February 28, 2007, a shareholder loaned the Company $25,000 in exchange for a promissory note. The principal was due on May 1, 2007. The note was amended to have principal due on September 1, 2007. This note was
repaid during September 2007. No interest was paid or accrued.
Accrued liabilities related party
Under the terms of the employment agreement, the president and sole director was awarded a monthly auto allowance of $700 per month and opportunities to receive performance-based bonuses. The balance owed at June 30,
2008 for the auto allowance totaled $25,333, which is included in Accrued liabilities-related party.
On January 18, 2007 the Company accrued a bonus to its president and sole director of $150,000 for the formation of a new business entity. This accrual is included in Accrued liabilities-related party.
For the six months ended June 30, 2008, accrued salaries totaled $251,667 of which $251,667 was owed to the Companys President. These accruals are included in Accrued liabilities-related
party.
As of June 30, 2008, accrued interest expense on the Note payable to the Companys President was $66,476. This accrual is included in Accrued liabilities-related party.
In June 2008, the Company issued 150,000,000 shares of common stock valued at $165,000 in partial payment of accrued salary.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 4 Investments
The Company had previously acquired equity securities in a finite number of investment opportunities. These investments are classified as trading securities. The investments are recorded at market value. The cost of the
investments held at June 30, 2008 and 2007 was $7,381 and $285,091, respectively. The total market value at June 30, 2008 and 2007 was $4,463 and $455,310, respectively. The Company recorded an unrealized gain (loss) on equity
investments of $(84,186) and $170,219 for the six months ended June 30, 2008 and 2007, respectively. For the six months ended June 30, 2008 and 2007 the Company had realized gains (losses) of $115,423 and $(15,029), respectively,
from the sale of equity securities. The company has subsequently divested itself of these investments. The company intends to refrain from any significant investment activities until such time as our assets are more substantial. The Company shall
then maintain its investing activities to a level below 40% of those total assets so that we do not inadvertently become subject to the Investment Company Act of 1940.
Note 5 Line of credit
The Company borrowed $20,000 on a MasterCard business line of credit. The interest rate is Prime plus 7.75% . The remaining unused line of credit available at June 30, 2008 was $20,000. The line of credit was paid
off in April 2008.
Note 6 Notes payable
On July 5, 2007 the Company borrowed $25,000 from KCG Capital, Ltd. During January 2008 the Company issued 11,000,000 shares of common stock in payment of this debt.
On January 24, 2008 the Company borrowed an additional $25,000 from KCG Capital, Ltd. The note is due June 30, 2008. The note is in default as of June 30, 2008.
Note 7 Income taxes
The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes. The Company incurred net operating losses during all periods presented
resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in no income taxes.
Note 8 Common stock
Preferred stock
Preferred stock may be issued in series as determined by the Board of Directors. As required by law, each series must designate the number of shares in the series and each share of a series must have identical rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions for the redemption of the shares, (5) terms of conversion and (6) voting rights. The Company is authorized to issue 10,000,000 of its $0.001 par value preferred
stock. No preferred stock was issued and outstanding at June 30, 2008.
Stock-based compensation plan
During the year ended December 31, 2004, the Company adopted a stock compensation plan in order to provide compensation to consultants, advisors and employees. On January 24, 2006, the Company amended the stock
compensation plan in order to provide additional compensation to consultants, advisors and employees. The plan was amended to add 20,000,000 shares. The plan will terminate when the last of the 20,000,000 allocated shares is granted or in August
2014, whichever is earlier. As of June 30, 2008, the Company has issued all shares under the plan. Shares issued for services are recorded at the fair value of the services provided.
Standby Equity Distribution Agreement
During October 2004, the Company entered into a Standby Equity Distribution Agreement (the Agreement) with Katalyst Capital Group Ltd (Katalyst). Under the terms of the Agreement, Katalyst has committed to
purchase up to $5 million of the Companys common stock over the course of 24 months after an effective registration of the Companys common stock. Any purchases are to be issued under the securities laws of the United States under
Regulation D. The purchase price has been set at 99% of the market price, which is to be calculated based on the lowest daily volume weighted average price of the stock over the five trading days following the Companys funding request. The
registration of the Companys common stock took effect in June of 2006. 17,522,954 shares have been issued at a value of $692,719 under the Agreement through June 30, 2008.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 9 - Loan and equity purchase agreement
Revenge LLC, Loan and Equity Purchase
In July, 2006, Signature Leisure entered into a Loan and Stock Purchase Agreement with Revenge Designs, LLC (Revenge), Thomas Cress and Peter Collorafi (collectively Owner).
On July 14, 2006 the Company loaned to Revenge $50,000. On July 19, 2006 the Company loaned Revenge an additional $50,000 to bring the total loan to $100,000 with interest at 25%. Revenge agreed to pay
$7,000 per quarter starting on January 1, 2007 and continuing on the 1st day of each subsequent quarter through September 30, 2008. The principal balance and any unpaid accrued interest mature on October 1, 2008.
On July 19, 2006 the Company paid to Revenge $100,000 for a 25% ownership interest. The Company is accounting for the investment under the equity method. The Company records its proportionate share of Revenges
income or loss and reduces the investment accordingly. Through June 30, 2007, the losses incurred by Revenge reduced the Companys investment to $0.
On September 29, 2006 the Company loaned Revenge an additional $100,000. Payments of interest only at 25% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15
th
day of the first month of each quarter. The principal balance and any unpaid accrued interest mature on October 1, 2008.
As of September 30, 2007, the Companys management recorded an allowance against the two promissory notes and related accrued interest totaling $243,178.
On September 19, 2007 the Company loaned Revenge an additional $32,000. Interest will accrue at 25%. The principal balance and any accrued interest mature on September 30, 2008.
In October of 2007 the Company combined the $200,000 notes receivable and the $32,000 note receivable. The Company sold the note in October 2007 for $50,000. The Company received a note receivable at an interest
rate of 10%, payable in monthly installments beginning June 1, 2008.
In October 2007 the Company received 2,400,000 shares of preferred stock in Revenge Designs, Inc. for its 25% share in Revenge Designs, LLC, which represents a 30% interest in the new company.
In February of 2008 the Company declared a dividend to its shareholders of the 2,400,000 shares of preferred stock in Revenge Designs, Inc. The dividend is payable to shareholders of record on April 7, 2008. The shares were
issued in May 2008.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This statement may include projections of future results and forward looking statements as that term is defined in Section 27A of the Securities Act of 1933 as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934 as amended (the Exchange Act). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management
believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
Summary of Operations
The business of Signature Leisure, Inc. during the period ending June 30, 2008 included the operations of Parker Productions, Inc., a modeling and event staffing business, E Cubed Technologies, an information technology
services company; and, an investor relations and business consulting segment, a Minnesota based corporation under the name of Signature Leisure, Inc.
The focus of operations for the next 12-month period will be primarily the operations of Signature Leisure, Inc. (Investor Relations Division). E Cubed Technologies and Parker Productions are currently functioning operating
units but have not historically generated significant revenues. Signature Leisure, Inc. expects to use profits from each operating units' operations to maintain and grow the operations of each operating unit. Parker Productions operations is a
modeling and event staffing business. The individual models and staff that we provide to our clients operate as independent contractors. E Cubed Technologies is a network and technologies service company which currently is a non-exclusive dealer for
the DocSTAR archival system. Investor relations and consulting operations began in January 2007and will continue to be developed as our primary business segment in 2008.
Signature Leisure, Inc. (Investor Relations Division)
Signature Leisure, Inc. operations are being developed as investor relations and consulting business. The Company has formed a Minnesota based corporation under the name of Signature Leisure, Inc. Signature presently has
offices in Champlain, MN. This business segment was started in January 2007.
Presently the company is providing customers with two basic forms of service. The first form of service is providing investor relations services for publicly traded companies. Signature represents client companies as the
primary point of contact for investors acting as an Investor Relations representative for our clients. We field phone calls and emails from investors so that the company management of our clients can focus on operating and growing their businesses
rather than fielding inquiries from investors. Presently, we are focused on developing a list of clients that are listed on either the Pink Sheets or the Over-The-Counter Bulletin Boards.
The second form of services is in the form of providing privately held companies with general business consulting services. Signature assists client companies with various projects and business management services. In
addition, Signature provides services relating to business structure and organizational management, corporate planning and strategic growth management.
Parker Productions
Parker Productions, Inc. is a modeling and event staffing business. The individual models and staff that the Company provides to clients operate as independent contractors to the Company.
Parker Productions generates revenues by contracting models and event staff for client companies and organizations to utilize for special events and promotions. Some projects get billed as a flat fee for the entire
promotional project; however, the majority is single event contracts which we charge the client a premium rate per hour for the contracted staff.
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E Cubed Technologies
E Cubed Technologies has business operations in the greater Orlando, Florida area. We are an authorized dealer for DocStar, one of the leading document imaging solution builders. DocSTAR, which is a product of AuthentiDate,
Inc., provides clients with a document imaging and retrieval solution. DocSTAR (Document Storage and Retrieval) offers software products for the document imaging industry with a suite of software solutions that securely scans stores and retrieves
documents.
As per our agreement with DocSTAR, the counties of Orange, Seminole, Volusia, Brevard, Lake, and Osceola in the state of Florida are our direct market territories. Clients outside of that area would require us to involve
DocSTAR corporate and, in many cases, another DocSTAR partner. The agreement does not prohibit us from selling and servicing other products. The agreement does not have minimum requirement for sales over any period of time. The agreement can be
terminated by either party at anytime for any reason. In the event that DocSTAR terminates the agreement we will have a period of twelve months to continue servicing clients owing to the incidental fact that any particular client may have an
existing service contract in place with us that may not have yet expired.
E Cubed Technologies is an authorized reseller of Dell products. This means we have the ability to purchase computer and network hardware and software at reseller pricing for resale to our clients. It gives us the ability
to access a partner website were we can get customized support, training options and partner only specials.
Consultants/Employees
Signature Leisure currently utilizes two consultant/employees, in addition to our sole officer and director Mr. Carnes, for operations in our business segments. Additional services required for our operations are provided
by subcontractors engaged as required.
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Signature Leisure, Inc. (Parent)
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Stephen W. Carnes, President
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Cynthia Wainwright, Administrative Assistant
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Barbara Moran, Staff Attorney
Signature Leisure, Inc. (Investor Relations Division)
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Stephen W. Carnes, President
Parker Productions (Event Staffing)
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Stephen W. Carnes, President
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Cynthia Wainwright, Administrative Assistant
E Cubed Technologies (Information Technology Services)
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Stephen W. Carnes, Sales Director
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Parker Productions, Inc. maintains a list of independent contractors for use at tradeshows and promotional events, these contractors used on a random basis wholly dependent upon client need. All independent contractors are
contracted on an "as needed" basis.
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Financial Summary
Results of Operations for the Three-Months Ended June 30, 2008
The Company reports a net loss from operations of $85,347 for the three-month period ending June 30, 2008. Selling, general and administrative expenses totaled $137,660. Subcontract expenses were $24,300.
Revenues for the period totaled $16,389. Operating losses were significantly influenced by gain on the sale of marketable securities during the period of $69,569. The total for these operating expenses and the subsequent operating loss for
the three-month period ending March 31, 2008 was $335,582.
The Company reported a net gain from operations of $488,900 for the three-month period ending June 30, 2007. Selling, general and administrative expenses for the period were $174,848. Subcontract expenses were
$32,280. Revenues for the period totaled $655,000. The total for these operating expenses and the subsequent operating loss for the three-month period ending March 31, 2007 was $272,323.
The Company reports no revenue income for the three months ended March 31, 2008; revenue income for the three months ended June 30, 2008 was $16,389; all revenues for the period were from consulting.
Liquidity and Capital Resources
During the six months ended June 30, 2008 the Company's cash position increased by $4,341. Net cash used in operating activities totaled $311,628; net cash provided by investing activities was $309,095; and, net
cash provided by financing activities was $6,874.
Results of Operations
The company has, subsequent to the three month period ended June 30, 2008, divested itself of equity investments obtained in prior periods. The company intends to refrain from any significant investment activities until
such time as our assets are more substantial. The Company shall then maintain its investing activities to a level below 40% of those total assets so that we do not inadvertently become subject to the Investment Company Act of 1940.
The company has changed policy regarding activities that could be considered investing activities due to a potential issue of the company inadvertently falling under the requirements of the Investment Company Act of 1940.
It was never the companys intention to be an investment company, nor had we ever held ourselves out to be such a company.
We had begun to develop more significant revenue through the operations of our business segment which provides consulting services. We had previously accepted equity as payment for some services in this segment of operation
and as a result of our revised policies will not be accepting equity as a form of payment. This could negatively impact our ability to develop revenues in this segment as many potential clients have limited cash and in many instances would prefer to
pay for services in some part with equity.
We cannot anticipate at this time when enough positive internal operating cash flow will develop to sustain operations. Until such time as we can generate sustained and substantial revenues we will rely on additional
financing to maintain operations. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
Our near term cash requirements are anticipated to be offset through the receipt of funds from private placement offerings and loans obtained through private sources. Since inception, we have financed cash flow requirements
through debt financing and issuance of common stock for cash and services. As we expand operational activities, we may continue to experience net negative cash flows from operations and will be required to obtain additional financing to fund
operations through common stock offerings and bank borrowings to the extent necessary to provide working capital.
Over the next twelve months we believe that existing capital and anticipated funds from operations may not be sufficient to sustain operations and planned expansion. Consequently, we may be required to seek additional
capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In
either case, the financing could have a negative impact on our financial condition and our Stockholders.
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We anticipate that we may incur additional operating losses over the next twelve months. Our sources of revenue, as compared to our prior operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their development stage. Such risks include, but are not limited to, an evolving and unpredictable business model and
the management of growth. To address these risks we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to
competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects,
financial condition and results of operations.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based upon current operating
levels, the Company may require additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future.
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The
Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company has limited capital with which to pursue its
business plan. There can be no assurance that the Companys future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. The Company is partially dependent upon its officers
and other insiders to provide working capital. However, there is no assurance that these loans and capital advances will continue in the future. The Company intends to generate sufficient revenues from consulting, investor relations, information
technology consulting, and modeling and event planning services to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
Item 4T. Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Stephen Carnes and with the assistance of Terry L. Johnson, CPA our outside accountant. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of June 30, 2008, our disclosure controls and procedures have been identified utilizing the guidance provided by the PCAOB preliminary staff views published October 17, 2007 and the
COSO publication internal control over financial reporting guidance for smaller public companies published in June of 2006.
We have indentified and tested the internal control procedures based on the referenced guidance. We have indentified weaknesses regarding the fact that the company has only three employees, one of which does the accounting
and bookkeeping for the company. To mitigate this weakness all transactions are approved by the Chief Financial Officer or outside accountant as to how they are to be reported in the books and records to assure proper reporting in the financial
statements. There have been no significant changes in our internal controls over financial reporting during the six months ended June 30, 2008 that have materially affected or are reasonably likely to materially affect such controls.
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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The Company has established disclosure
controls and procedures to ensure that information disclosed in this MD&A and the related financial statements was properly recorded, processed, summarized and reported to the Companys Board of Directors. A control system, no matter how
well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
There has been no change in the Companys disclosure controls during 2008 that has materially affected or is likely to materially affect its control over financial reporting.
Management's Report on Internal Control over Financial Reporting
The CEO and CFO of the Company acknowledge that they are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
Rule 240.13a-15(f)
or Rule
240.15d-15(f)
. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Management and the Board of Directors work to mitigate the risk of a material misstatement in financial reporting, however, there can be no assurance that this risk can be reduced to less than a remote likelihood of a
material misstatement.
Management has identified the critical disclosure controls and procedures associated with the Companys internal control over financial reporting using the above guidance for the six months ended June 30, 2008 and we
have tested the effectiveness of these disclosure controls and procedures. The Company has indentified weaknesses regarding the fact that the company has only three employees, one of which does the accounting and bookkeeping for the company. This
material weakness could materially affect the Companys control over financial reporting. To mitigate this weakness all transactions are approved by the Chief Financial Officer or outside accountant as to how they are to be reported in the
books and records to assure proper reporting in the financial statements.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.
Weaver & Martin LLC, the Companys independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of the Companys internal control over financial
reporting as of June 30, 2008.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None, for the period ending June 30, 2008
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the six month period ending June 30, 2008:
On July 5, 2007 the Company borrowed $25,000 from KCG Capital, Ltd.
During January 2008 the Company issued 11,000,000 shares of common stock in payment of this debt. In June 2008, the Company issued 150,000,000 shares of common stock valued at $165,000 in partial payment of accrued
salary for the Companys President.
All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our stock took their shares for investment
purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our shares; there were no commissions paid;
and the securities are restricted pursuant to Rule 144.
Item 3. Defaults Upon Senior Securities
On January 24, 2008 the Company borrowed $25,000 from KCG Capital, Ltd. The note was due June 30, 2008. The note is in default as of June 30, 2008.
Item 4. Submission of Matters to a Vote of Security Holders
None, for the period ending June 30, 2008
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
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Exhibits
Signature Leisure, Inc. includes herewith the following exhibits:
31.1 Certification of Principal Executive Officer (Rule 13a-14(a)/15(d)-14(a))
32.1 Certification of Principal Executive Officer (18 U.S.C. 1350)
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Reports on Form 8-K
None, for the period ending June 30, 2008
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Signature Leisure, Inc.
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Date: August 13, 2008
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By: /s/ Stephen W. Carnes, President
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Stephen W. Carnes, President
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Principal Executive Officer
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Principal Accounting Officer
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16
Signature Leisure (CE) (USOTC:SGLS)
過去 株価チャート
から 11 2024 まで 12 2024
Signature Leisure (CE) (USOTC:SGLS)
過去 株価チャート
から 12 2023 まで 12 2024