BENEFICIAL HOLDINGS RELEASES AUDITED FINANCIAL STATEMENTS
Montvale, NJ, April 5, 2013 – Beneficial Holdings Inc. (OTCPK: BFHJ) today released financial results for the years ended December 31, 2012 and 2011.
The financial statements included the audit report of the Company’s independent registered public accounting firm, who modified their opinion on the Company’s financial statements due to questions concerning the Company’s ability to continue as a going concern. The financial statements for the year ended December 31, 2011 were restated for prior management’s improper application of FASB ASC 810 - Consolidation. The restatement is a result of the Company’s investment in a foreign subsidiary that did not meet the criteria for consolidation. Prior management misapplied U.S.generally accepted accounting principles and had issued financial results that included the results of the foreign subsidiary for the year ended December 31, 2011. As discussed previously, these results wereunverifiable;and under direction of current management, the Company terminated its involvement with the foreign subsidiary effective June 30, 2012. As a result, current management has restated certain amounts as reported by previous management in the Company’s, unaudited financial statements at December 31, 2011 and for the year then ended.
Additionally, subsequent to December 31, 2012, the Company was required to increase the authorized shares of common stock to 8,500,000,000 shares on April 2, 2013 as further described in the footnotes to the audited financial statements. This action was required so that the Company would have enough authorized common shares to accommodate a potential conversion of the Company’s Series B Preferred Shares,which are at all times convertible into 51% of the Company’s outstanding common shares on a fully diluted basis. Management intends to reserve a sufficient number of these additional authorized shares to accommodate the potential conversion of the Series B Preferred Shares.
“2012 was a year of change for our Company,” Chairman, President and CEO Gregory N. Senkevitch said in making the announcement. “Prior management left us with a less than ideal starting point to work from. The need to increase the authorized common shares, the termination of our involvement with the foreign subsidiary and the unwarranted issuance of freely-tradingcommon shares to affiliates and related parties are just three examples of the miscues perpetrated on our Company by its prior management. With the issuance of the audited financial statements for the years ended December 31, 2012 and 2011, the housekeeping of our Company is now complete. What was done is done. It is time to move on.”
Senkevitch further pointed out: “We are now able to build a company focused on the real estate services, financial services and energy management sectors. We believe that owning and operating stabilized core businesses in each of these sectors will enable our Company to take advantage of the experience, skills and long term professional relationships of our management team. The capital structure of our Company will take shape as our business plan evolves,” Senkevitch added.
“Management is committed to creating value from our market knowledge,” he summarized.
Financial results for the years ended December 31, 2012 and 2011 were as follows:
May 5, 2009
(Re-entrance of development stage) through
December 31, 2012
Weighted average common shares outstanding – Basic and Diluted
Total Stockholders’ Equity (Deficit)
The financial statements, along with the report of the Company’s independent registered public accounting firm, can be found at the Company’s website at www.beneficial-holdings.net.
DEVELOPMENT STAGE ACTIVITIES
As a developmental stage company, the Company has limited access to the capital markets, and the Company’s ability to continue as a going concern is dependent upon its ability to obtain sufficient funding or attaining profitable operations. There can be no assurance that the Company will be successful in obtaining additional funding or in attaining profitable operations and, therefore, the Company's ability to continue as a going concern is subject to a high degree of risk. Therefore, the Company’s independent registered public accounting firm has modified their opinion as to these financial results.
CHANGE IN MANAGEMENT AND CONTROLLING INTERESTS
In December 2011, the Company issued 2,000,000 shares of preferred stock (“Series B Preferred Stock”) to an affiliate of its previous controlling shareholders (“Old Private Investors”). The Board of Directors of the Company determined that the Series B Preferred Stock shall at all times have voting rights equal to 2,000,000,000 shares of the Company’s common stock. Additionally, the Series B Preferred Stock is at all times convertible into 2,000,000,000 shares of the Company’s common Stock (“Conversion Amount”). The Conversion Amount is to be adjusted for any issuance of common stock by the Company subsequent to the date of issuance such that the adjusted Conversion Amount shall at all times be no less than 51% of the aggregate amount of outstanding Common Stock, inclusive of the Common Shares to be issued to the Series B Preferred Stock, assuming all the Series B Preferred Stock is converted.
In April 2012, a new investor (“New Private Investor”) acquired control of the Company by purchasing all of the outstanding 2,000,000 shares of the Company’s Series B Preferred Stock and appointed a new management (“New Management”).
SELECTED HIGHLIGHTS OFCAPITAL STRUCTURE
Through December 31, 2011 the Company issued 117,763,346 common shares to Old Private Investor in full satisfaction of the balance of the convertible note held by Old Private Investor and accrued interest thereon. Such common shares are free trading.
Through July, 2012 the Company issued Old Private Investor a total of 3,413,380,171 common shares. Such shares are free trading and the value of such shares was charged to general and administrative expense in the years they were issued. During 2011 and 2010 Old Private Investor returned a total of 426,000,000 restricted common shares to the Company at no cost for cancellation.
In May 2012, the Company issued New Private Investor 300,000,000 shares in exchange for services and for funding certain of the Company’s general and administrative expenses. Such shares are free trading and the value of such shares was charged to general and administrative expense in the year ended December 31, 2012.
In April 2012, the Company granted the Company’s CEO an option to acquire up to 10,000,000 shares of the Company’s common stock for $0.03 per share. The amount of shares issuable under this agreement (and the strike price per share) are adjustable for stock splits and dividends but are not adjusted for any reverse stock splits or share buy backs by the Company.
Through the date of this release, New Management and/or theirbeneficiaries have not bought or sold any of the Company’s common shares nor have they caused the Company to issue any of the Company’s common shares to them and/or their beneficiaries.
At December 31, 2012, the Company was authorized to issue up to 4,600,000,000 shares of common stock at $0.00001 par value per share. The Company has increased the authorized shares of its common stock to 8,500,000,000 shares on April 2, 2013. This action was required based on theactions of the Company’s prior management. As of December 31, 2012, the Company had 4,099,099,952 shares of common stock issued and outstanding.
At December 31, 2012, the Company was authorized to issue up to 2,000,000 shares of Series B Preferred Stock at $0.00001 par value per share ("Series B Preferred Stock"). As previously discussed, the Series B Preferred Stock at all times maintains a minimum of 51% of the voting power of the total of the Company’s Common Stock, inclusive of shares to be issued in conversion of the Series B Preferred Stock, assuming conversion. At December 31, 2012, the Series B Convertible Preferred Stock was convertible into and had the voting power of 4,267,346,889 common shares.
ABOUT BENEFICIAL HOLDINGS, INC.
Beneficial Holdings, Inc. is a holding company currently operating in the real estate services sector. The Company is seeking to acquire and invest in operating service-oriented businesses in the real estate, financial services and energy management sectors.
For more information on the Company please visit our web site at www.beneficial-holdings.net.
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as "may", "will", "expects", "plans", "estimates", "anticipates", "projects", "intends", "believes", "outlook" and similar expressions.
The forward-looking statements contained in this news release are based upon our historical performance, current plans, estimates, expectations and other factors we believe are appropriate under the circumstances. The inclusion of this forward-looking information is inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; our projected operating results; estimates relating to our ability to make distributions to our stockholders in the future and economic trends and economic recoveries.
All information in this release is as of April 5, 2013. The Company does not undertake a duty to update forward-looking statements, including its projected operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community.
BFHJ – 5 – 04-05-2013