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ACS Holdings Inc. Open Letter to Shareholders
April 21, 2005 09:15:02 (ET)
ORLANDO, Fla., Apr 21, 2005 (BUSINESS WIRE) -- ACS Holdings, Inc. (ACSJ, Trade)("Company" or "ACS"), CEO Mark Width has provided the following explanation to all shareholders and the investment community outlining the Company's progress in restructuring.
November 2004 to April 2005
KMA Capital Partners, Ltd ("KMA") acquired a controlling interest in the Company and continued its due diligence to determine where the company was positioned in the marketplace. Walter Roder resigned as President and CEO. The Company had incomplete records and the consulting group had an extremely difficult job in creating the paperwork trail to complete an audit that was due for the third quarter as well as deal with compliance issues as a BDC. The Company received a letter from the SEC regarding its status as a BDC in November, 2004.
In December the Company filed the third quarter financial statement. The Company through its consultants had several "informational" requests from the SEC regarding the BDC, all were answered in a timely manner. The Company discontinued operations of the card business and currently has no operating business. KMA started the process of working with the creditors and debtors to restructure the Company.
In January 2005 the Company, with Board approval, hired new auditors for the year end audit, and the audit was started. The Company continued to receive "informational" requests from the SEC, which the Company answered in a timely manner. KMA continued to work with creditors and debtors to restructure the Company.
In February, Mark Width accepted the position of President. KMA made significant progress with the creditors and debtors and determined that it was not necessary to file bankruptcy. On February 28, 2005 the Company through its consultant KMA restructured approximately $1.7M in debt and the Company filed a Form 8K with the SEC in connection with this matter. In the ongoing restructuring effort, investors representing approximately 94%, or $1.67 Million of debt with the Company, entered into an agreement to convert their notes into preferred equity. The Company received another "informational" request which was answered. The year end audit process continued.
In the month of March, efforts were spent mainly on the Company restructuring plan, compliance and audit issues. The Company continued to receive "informational" requests from the SEC which were answered in a timely manner. The year end audit was in process. It was determined that the Company would focus its investment strategy as a Financial Services Holding Company. The areas of interest are in mortgage banking, credit card processing, financial services software and related fields.
April's efforts have focused mainly on compliance and audit issues. The Company completed its audit in a timely manner and filed a Form 10-K.
Recent events
The Company recently entered into a Letter of Intent to acquire 49% of a financial services software developer. The software developer provides system services to ISO/MP organizations. The software automates the process of tracking sales and merchants in their backroom environments through a modularized system.
SAFE HARBOR
The statements made in this release constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, changing economic conditions, interest rates trends, continued acceptance of the Company's products in the marketplace, competitive factors and other risks detailed in the Company's periodic report Filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
SOURCE: KMA Capital Partners, Ltd.
KMA Capital Partners Ltd., Orlando
Jack Craig, 407-370-4300
Fax: 407-226-3977
Email:
info@KMAcapital.com
Url:
www.KMAcapital.com
Copyright Business Wire 2005