UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2008
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
The
Transition Period From June 1, 2008 To September 30, 2008
Signature
Leisure, Inc.
(Exact
name of small business issuer as specified in its charter)
Colorado
|
|
50-0012982
|
(State
or other jurisdiction of incorporation or organization)
|
|
(IRS
Employer Identification No.)
|
1375
Semoran Boulevard, Suite 1035
Casselberry,
Florida 32707
(Address
of principal executive offices)
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
x
No
¨
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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company
x
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨
No
x
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed using the price ($0.0007), which the common equity
was
last sold, as of September 30, 2008 was $94,144.
The
number of shares outstanding of each of the issuer's classes of common equity
as
of September 30, 2008:
395,477,965
shares of common stock
SIGNATURE
LEISURE, INC.
TABLE
OF CONTENTS
INDEX
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Page Number
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PART
1:
|
FINANCIAL
INFORMATION
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|
|
|
|
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Item
1
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Financial
Statements
|
|
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|
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|
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Condensed
Consolidated Balance Sheets as of September 30, 2008 (unaudited)
and
December 31, 2007 (audited)
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3
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Condensed
Consolidated Statements of Operations for the three And nine months
ended
September 30, 2008 and 2007 (unaudited)
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4
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|
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|
Statement
of Cash Flows for the nine months ended September 30, 2008 and 2007
(unaudited)
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5
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Notes
to the Financial Statements
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6
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|
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|
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Item2
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Management’s
Discussion and Analysis of Financial Condition and Result of
Operations
|
10
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|
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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13
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Item
4
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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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|
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Item
1
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Legal
Proceedings
|
14
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|
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|
Item
2
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Unregistered
Sales of Equity Securities and Use of Proceeds
|
14
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|
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|
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|
Item
3
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Defaults
Upon Senior Securities
|
14
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|
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Item
4
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Submission
of Matters to a Vote of Security Holders
|
14
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Item
5
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Other
Information
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14
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Item
6
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Exhibits
and Reports on Form 8-K
|
14
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SIGNATURES
|
14
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SIGNATURE
LEISURE, INC.
CONDENSED
CONSOLIDATED BALANCE SHEET
|
|
(Unaudited)
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|
(Audited)
|
|
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|
September 30,
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|
December 31,
|
|
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|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
24,060
|
|
$
|
33,902
|
|
Accounts
receivable
|
|
|
-
|
|
|
19,889
|
|
Deposits
|
|
|
-
|
|
|
5,425
|
|
Investment
in marketable securities
|
|
|
4,463
|
|
|
283,125
|
|
Notes
receivable
|
|
|
50,000
|
|
|
50,000
|
|
Accrued
interest
|
|
|
4,753
|
|
|
1,260
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|
Inventory
|
|
|
7,848
|
|
|
7,848
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|
Total
current assets
|
|
|
91,124
|
|
|
401,449
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|
|
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Equipment,
less accumulated depreciation of $2,863 and $1,901
|
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|
2,137
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|
|
2,296
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|
|
|
|
|
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Intangible
assets, net of accumulated amortization
|
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|
-
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832
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|
|
|
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Total
assets
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$
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93,261
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|
$
|
404,577
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Liabilities
and Shareholders' Equity
|
|
|
|
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|
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Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
22,385
|
|
$
|
198,415
|
|
Accrued
liabilities
|
|
|
-
|
|
|
1,227
|
|
Accrued
liabilities-related party
|
|
|
824,098
|
|
|
695,695
|
|
Line
of credit
|
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|
-
|
|
|
18,126
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|
Note
payable-related party
|
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|
104,879
|
|
|
129,879
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|
Notes
payable
|
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|
25,000
|
|
|
-
|
|
Accrued
interest payable
|
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10,966
|
|
|
2,644
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|
Total
current liabilities
|
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|
987,328
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1,045,986
|
|
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Shareholders'
equity:
|
|
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Preferred
stock, $.001 par value, 10,000,000 shares authorized; no shares
issued and
outstanding
|
|
|
-
|
|
|
-
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|
Common
stock, $.0001 par value, 500,000,000 shares authorized;
395,477,965
and 234,477,965 shares issued and outstanding,
respectively
|
|
|
39,548
|
|
|
23,448
|
|
Additional
paid-in capital
|
|
|
7,281,914
|
|
|
7,108,013
|
|
Treasury
stock, 932,000 Shares, at cost
|
|
|
(26,673
|
)
|
|
(26,673
|
)
|
Retained
deficit
|
|
|
(8,188,856
|
)
|
|
(7,746,197
|
)
|
Total
shareholders' equity
|
|
|
(894,067
|
)
|
|
(641,409
|
)
|
|
|
|
|
|
|
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|
Total
liabilities and shareholders' equity
|
|
$
|
93,261
|
|
$
|
404,577
|
|
See
notes
to condensed consolidated financial statements
SIGNATURE
LEISURE, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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|
For The Three Months Ended
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|
For The Nine Months Ended
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September 30,
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September 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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|
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|
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Revenues
|
|
|
|
|
|
|
|
|
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|
Consulting
|
|
$
|
-
|
|
$
|
36,000
|
|
$
|
16,389
|
|
$
|
751,000
|
|
Sales
|
|
|
550
|
|
|
18,690
|
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|
550
|
|
|
18,690
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
Total
revenue
|
|
|
550
|
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|
54,690
|
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|
16,939
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|
769,690
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Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
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|
Subcontract
|
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|
7,500
|
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|
100,116
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|
99,050
|
|
|
126,566
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|
Selling,
general and administrative
|
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|
90,185
|
|
|
224,517
|
|
|
364,496
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|
|
767,762
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|
Total
operating expenses
|
|
|
97,685
|
|
|
324,633
|
|
|
463,546
|
|
|
894,328
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|
Operating
income (loss)
|
|
|
(97,135
|
)
|
|
(269,943
|
)
|
|
(446,607
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)
|
|
(124,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
965
|
|
|
10,338
|
|
|
3,631
|
|
|
13,453
|
|
Gain
on sale of marketable securities
|
|
|
-
|
|
|
179,753
|
|
|
115,423
|
|
|
164,724
|
|
Unrealized
gain(loss) on marketable securities
|
|
|
-
|
|
|
358,334
|
|
|
(84,186
|
)
|
|
541,410
|
|
Interest
expense
|
|
|
(10,907
|
)
|
|
-
|
|
|
(30,920
|
)
|
|
(32,303
|
)
|
Income
(loss) before income taxes
|
|
|
(107,077
|
)
|
|
278,482
|
|
|
(442,659
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)
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|
562,646
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net
income (loss)
|
|
$
|
(107,077
|
)
|
$
|
278,482
|
|
$
|
(442,659
|
)
|
$
|
562,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.00
|
)
|
$
|
0.00
|
|
$
|
(0.00
|
)
|
$
|
0.00
|
|
Weighted
average number of common shares outstanding
|
|
|
395,477,965
|
|
|
234,477,965
|
|
|
305,134,899
|
|
|
231,519,998
|
|
See
notes
to condensed consolidated financial statements
SIGNATURE
LEISURE, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
For the Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATIONS
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(442,659
|
)
|
$
|
562,646
|
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating
activities:
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
-
|
|
|
128,313
|
|
Depreciation
and amortization expense
|
|
|
1,796
|
|
|
5,651
|
|
(Gain)loss
on sale of equity securities
|
|
|
(115,423
|
)
|
|
(164,724
|
)
|
Unrealized
(gain)loss on investments
|
|
|
84,186
|
|
|
(541,410
|
)
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
19,889
|
|
|
(19,889
|
)
|
Notes
receivable
|
|
|
-
|
|
|
-
|
|
Accrued
interest receivable
|
|
|
(3,493
|
)
|
|
-
|
|
Inventory
and other current assets
|
|
|
5,424
|
|
|
(20,925
|
)
|
Accounts
payable
|
|
|
(176,030
|
)
|
|
58,289
|
|
Accrued
liabilities
|
|
|
(1,227
|
)
|
|
-
|
|
Accrued
interest payable
|
|
|
30,920
|
|
|
32,302
|
|
Accrued
salaries and related expenses
|
|
|
193,800
|
|
|
343,800
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(402,817
|
)
|
|
384,053
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS USED IN INVESTING ACTIVITES
|
|
|
|
|
|
|
|
Purchase
of equity securities
|
|
|
(155,500
|
)
|
|
(1,568,703
|
)
|
Proceeds
from sale of equity securities
|
|
|
465,399
|
|
|
1,213,210
|
|
Payment
for loan to Revenge Designs, LLC
|
|
|
-
|
|
|
(32,000
|
)
|
Purchase
of computer equipment
|
|
|
(804
|
)
|
|
(1,475
|
)
|
Proceeds
from sale of computer
|
|
|
-
|
|
|
864
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing activities
|
|
|
309,095
|
|
|
(388,104
|
)
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITES
|
|
|
|
|
|
|
|
Proceeds
from borrowings
|
|
|
25,000
|
|
|
67,826
|
|
Purchase
of treasury stock
|
|
|
-
|
|
|
(25,622
|
)
|
Repayments
of borrowings
|
|
|
(18,126
|
)
|
|
(2,459
|
)
|
Proceeds
from loans from related parties
|
|
|
131,624
|
|
|
138,219
|
|
Repayments
of loans from related parties
|
|
|
(54,618
|
)
|
|
(232,636
|
)
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
83,880
|
|
|
(54,672
|
)
|
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
(9,842
|
)
|
|
(58,723
|
)
|
Cash,
beginning of period
|
|
|
33,902
|
|
|
83,479
|
|
Cash,
end of period
|
|
$
|
24,060
|
|
$
|
24,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Income
tax paid
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Non
cash transactions:
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
$
|
25,000
|
|
$
|
128,313
|
|
|
|
|
|
|
|
|
|
Stock
issued for payment of debt to related party
|
|
$
|
165,000
|
|
$
|
128,313
|
|
See
accompanying notes to consolidated financial statements
SIGNATURE
LEISURES, INC.
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 Company’s 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 nine months ended September 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 client’s 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 nine months ended September
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.
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 Company’s 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 Company’s 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 Company’s president and sole director and are
included in the accompanying financial statements as “Note payable-related
party”.
During
the nine months ended September 30, 2008, the Company executed promissory notes
to its president totaling $332,498 as reimbursement for payment of expenses.
The
note carries a 12% interest rate.
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 15th 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%. Accrued interest totaled $10,966 at September 30,
2008.
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 borrower’s 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.
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 September 30, 2008 for the auto
allowance totaled $27,433, 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
nine months ended September 30, 2008, accrued salaries totaled $314,167 of
which
$314,167 was owed to the Company’s President. These accruals are included in
“Accrued liabilities-related party”.
As
of
September 30, 2008, accrued interest expense on the Note payable to the
Company’s President was $74,518. 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.
Note
4 −
Investments
The
Company may purchase equity securities from its investor relations clients.
These investments are classified as trading securities. The investments are
recorded at market value. The cost of the investments held at September 30,
2008
and 2007 was $7,381 and $403,246, respectively. The total market value at
September 30, 2008 and 2007 was $4,463 and $944,656, respectively. The Company
recorded an unrealized gain (loss) on equity investments of $(84,186) and
$541,410 for the nine months ended September 30, 2008 and 2007, respectively.
For the nine months ended September 30, 2008 and 2007 the Company had realized
gains of $115,423 and $164,724, respectively, from the sale of equity
securities.
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
September 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 September
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 September 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 September 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
Company’s common stock over the course of 24 months after an effective
registration of the Company’s 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 Company’s funding request. The registration of the Company’s
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 September 30, 2008.
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 Revenge’s income or loss and reduces the
investment accordingly. Through June 30, 2007, the losses incurred by Revenge
reduced the Company’s 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 15th 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 Company’s 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.
Note
10 –
Subsequent Event
In
October 2008 the Company, received payment in full on the note receivable plus
accrued interest from the sale of the Revenge Designs, LLC note receivable
in
October 2007.
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 September 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
continued 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 operates
as 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 technologies service company, which is currently
an
authorized reseller of Dell products
.
Signature
Leisure, Inc., investor relations and consulting division operations began
in
January 2007 and will continue to be developed as our primary business segment
in 2008.
Signature
Leisure, Inc. (Investor Relations Division)
Signature
Leisure, Inc. continues to develop operations as an investor relations and
consulting business. The Company, in January 2007, formed a Minnesota based
corporation, also under the name of Signature Leisure, Inc. Signature maintains
offices in Champlain, MN.
Signature
is providing customers with two basic forms of service. The first is providing
investor relations services for publicly traded companies. Signature represents
client companies as their primary point of contact for their investors. We
field
phone calls and emails from investors so the management of our client companies
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.
Due
to
the economic slowdown of the economy in general, and the downturn of the
economic markets, the expansion and growth in this area has been
nominal.
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 are billed as a flat fee for the entire promotional project; however,
the majority are single event contracts, for which we charge the client a
premium rate per hour for the contracted staff.
E
Cubed Technologies
E
Cubed
Technologies has business operations in the greater Orlando, Florida area.
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.
Signature
Leisure, Inc. (Parent)
|
-
|
Stephen
W. Carnes, President
|
|
-
|
Cynthia
Wainwright, Administrative
Assistant
|
|
-
|
Barbara
Moran, Staff Attorney
|
Signature
Leisure, Inc. (Investor Relations Division)
|
-
|
Stephen
W. Carnes, President
|
Parker
Productions (Event Staffing)
|
-
|
Stephen
W. Carnes, President
|
|
-
|
Cynthia
Wainwright, Administrative
Assistant
|
E
Cubed
Technologies (Information Technology Services)
|
-
|
Stephen
W. Carnes, Sales Director
|
Parker
Productions, Inc. maintains a list of independent contractors for use at
tradeshows and promotional events, these contractors are used on a random basis
wholly dependent upon client need. All independent contractors are contracted
on
an "as needed" basis.
Financial
Summary
Results
of Operations for the Three-Months Ended September 30, 2008
The
Company reports a net loss from operations of $107,077 for the three-month
period ending September 30, 2008. Selling, general and administrative expenses
totaled $90,185. Subcontract expenses were $7,500 for the same time
period.
The
Company reported $550 in revenue as a result of sales for the three months
ended
September 30, 2008. The company experienced a net loss before taxes of
$107,077.
Results
of Operations for the Nine-Months Ended September 30, 2008
The
Company reports a net loss from operations of $442,659 for the nine-month period
ending September 30, 2008. Selling, general and administrative expenses totaled
$364,496. Subcontract expenses were $99,050 or the same time period. Revenues
for the period totaled $16,939.
The
Company reported $550 in revenue as a result of sales for the nine months ended
September 30, 2008. The company experienced a net loss before taxes of
$442,659.
Liquidity
and Capital Resources
During
the nine months ended September 30, 2008 the Company's cash position decreased
by $9,842. Net cash used in operating activities totaled $402,817; net cash
provided by investing activities was $309,095; and, net cash provided by
financing activities was $83,880.
Results
of Operations
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 company’s 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; we will no longer be accepting equity as a form of payment.
Our new policy to no longer accept equities as payment for services 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.
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.
For
complete financial information, please see the enclosed financial statements
and
the accompanying notes.
Off-Balance
Sheet Arrangements
We
do not
have any off-balance sheet arrangements that have or are reasonably likely
to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
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 Company’s 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 Company’s 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
4
.
Controls
and Procedures
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING
In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by our management, with the participation of
Management, of the effectiveness of our disclosure controls and procedures
(as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of
1934 ("Exchange Act")) as of September 30, 2008. Disclosure controls and
procedures are designed to ensure that information required to be disclosed
in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules
and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer/Principal Financial Officer, to allow
timely decisions regarding required disclosures.
Based
on
that evaluation, our management concluded that our disclosure controls and
procedures were effective in reporting information required to be disclosed
within the time periods specified in the SEC's rules and forms.
Management's
Report on Internal Control over Financial Reporting
Management
of our company is responsible for establishing and maintaining adequate internal
control over financial reporting. Our company's internal control over financial
reporting is a process, under the supervision of Management designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements for external purposes in
accordance with United States generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures
that:
o
Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Company's assets;
o
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only
in
accordance with authorizations of management and the Board of Directors;
and
o
Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company's assets that could have a
material effect on the financial statements.
Our
management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of September 30, 2008, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on
this
assessment, our management concluded that there was no material weakness in
our
internal controls over financial reporting, and accordingly, our controls are
effective.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect all misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
This
quarterly report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
Changes
in Internal Control over Financial Reporting
There
were no significant changes in internal control over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended
September 30, 2008, that materially affected, or are reasonably likely to
materially
affect, our internal control over financial reporting.
Part
II.
OTHER
INFORMATION
Item
1.
Legal
Proceedings
None,
for
the period ending June 30, 2008
Item
1A. Risk Factors
Smaller
reporting companies are not required to provide the information required by
this
item.
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
There
were no sales of unregistered securities during the period covered by this
report.
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 September 30,
2008.
Item
4.
Submission
of Matters to a Vote of Security Holders
None,
for
the period ending September 30, 2008
Item
5.
Other
Information
There
was
no information required to be disclosed on Form 8-K during the period covered
by
this report.
Item
6.
Exhibits
and Reports on Form 8-K
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)
Reports
on Form 8-K
None,
for
the period ending September 30, 2008
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.
|
Signature
Leisure, Inc.
|
|
|
Date:
November 13, 2008
|
By:
|
/s/
Stephen W. Carnes, President
|
|
|
|
Stephen
W. Carnes, President
|
|
|
Principal
Executive Officer
|
|
|
Principal
Accounting Officer
|
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