UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
for the transaction period from to
Commission File Number 000-50944
GLOBAL RESOURCE CORPORATION
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(Name of Small Business Issuer in its charter)
Nevada 84-1565820
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
219 Robwood Road, Baltimore MD 21222
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(Address of principal executive offices) (Zip code)
Issuer's telephone number (410) 477-1328
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
Registered
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------------------------------------- ---------------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
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(Title of class)
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(Title of class)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act _____
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. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State issuer's revenues for its most recent fiscal year. $0
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. At the closing price of the stock as of June 23, 2006 of $0.02, the
aggregate market value of voting stock held by non-affiliates is $96,300.
As of June 23, 2006, 7,215,034 shares of Common Stock, $.001 par value, of the
registrant were issued and outstanding.
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business......................................... 4
Item 2. Description of Property......................................... 8
Item 3. Legal Proceedings............................................... 8
Item 4. Submission of Matters to a Vote of Security Holders............. 8
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities............ 9
Item 6. Management's Discussion and Analysis or Plan of Operation....... 10
Item 7. Financial Statements............................................ F-1
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................. 11
Item 8A. Controls and Procedures......................................... 11
Item 8B. Other Information .............................................. 12
PART III
Item 9. Directors and Executive Officers of the Registrant.............. 13
Item 10. Executive Compensation.......................................... 14
Item 11. Security Ownership of Certain Beneficial Owners
and Management.................................................. 14
Item 12. Certain Relationships and Related Transactions.................. 15
Item 13. Exhibits and Reports on Form 8-K................................ 16
Item 14. Principal Accountant Fees and Services.......................... 16
Forward-Looking Statements
When used in this Form 10-KSB, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to
risk of a lack of demand or low demand for our products and services;
competitive products and pricing; changes in the regulation of our industry; a
failure to timely obtain necessary regulatory approvals; additional costs
associated with compliance with the Securities and Exchange Act of 1934 and the
Sarbanes-Oxley Act of 2002, including any changes in the SEC's rules, and other
corporate governance requirements; changing government regulations and laws
applicable to our products; competitive factors such as pricing pressures; as
well as other factors and other risks set forth in Item 1 under "Cautionary
Factors That May Affect Future Results" and elsewhere herein.
Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
The Company was organized as a Colorado corporation on March 28, 2000 under the
name "Email Mortgage Com, Incorporated ("Email Mortgage Com"). Its business
focus was the marketing of first and second mortgages, principally through its
website. The Company was not successful with that business and in 2002 it
discontinued those operations, liquidated its loan inventory, and paid off its
then existing liabilities. Also in 2002, Email Mortgage Com changed its state of
domicile from Colorado to Nevada and changed its name to "Advanced Healthcare
Technologies, Inc." ("Advanced Healthcare"). Under such name, the Company first
owned and operated a subsidiary named "Advanced Hyperbaric Industries, Inc."
("Advanced Hyperbaric") which engaged in the manufacture and marketing of rigid
extremity hyperbaric chambers and a sacral patch device, both of which utilized
oxygen therapy for the treatment of open sores and wounds, including bedsores.
On December 4, 2003, the Company acquired a 100% interest in "Nutratek LLC"
("Nutratek") which was engaged in the research and development of nutritional
dietary supplements, functional food products and natural sweeteners, which
products were manufactured by non-related third parties. On March 31, 2004, as a
consequence of the Nutratek acquisition, the Company spun off and sold the
intellectual properties and oxygen therapy products and business of Advanced
Hyperbaric in exchange for the assumption of Advanced Hyperbaric's liabilities.
On June 30, 2004 the former President, Chief Executive Officer, Director and
majority stockholder sold his interest in the Company to an unrelated third
party.
4
In connection with that sale and change in control, the Company's operating
subsidiary, Nutratek was spun off to the selling majority stockholder and the
purchaser determined to change the business of the Company to that of a business
development company. On September 17, 2004 the Company filed a notice with the
Securities and Exchange Commission ("SEC") electing to be regulated as a
business development company ("BDC") under the Investment Company Act of 1940,
as amended. The intent was to focus on acquiring interests in portfolio
companies doing business in the energy sector. While operating as a BDC, and
seeking energy-related portfolio companies, on January 11, 2005 the Company
acquired a 50% interest in Well Renewal, LLC ("Well Renewal"), an entity which
managed and operated approximately 30 oil wells in Oklahoma by utilizing a
nitrogen and carbon dioxide gas injection unit to "pump up" and re-pressurize
the wells to increase oil output.
By December, 2005 it became clear that the Company was unlikely to obtain the
necessary funding for exploitation of its BDC business plan. As a result, on
December 15, 2005 the Company entered into a foreclosure agreement with a
creditor, Transnix Global Corporation ("Transnix"), to which it had pledged the
Well Renewal interests. Pursuant to the foreclosure agreement, Transnix accepted
the Well Renewal interests in satisfaction of certain principal and interest
obligations secured thereby and the Company waived all objections to the
foreclosure. Concurrently, the Company determined to withdraw its election to be
regulated as a BDC, and that "Notification of Withdrawal" was filed with the SEC
on December 17, 2005.
As a result of the December 15, 2005 foreclosure on the pledged Well Renewal
interests and determination to terminate the BDC business plan, the Company has
been a "development stage company" and a shell corporation since that date.
On June 7, 2006, an unrelated third party acquired the Restated and Amended
Debenture owned by Transnix Global Corporation, which represented the balance of
the indebtedness by the Company to Transnix in the principal amount of $102,345
and accrued interest of $16,274. In conjunction with the assignment of the
Debenture, all of the Company's directors (Messrs.Caldwell, Ferandell, Jordan,
Mangiarelli and van Adelsberg) and the Company's sole officer, Richard
Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was elected as a
director and as the sole officer of the Company.
REPORTS TO SECURITY HOLDERS
We file periodic reports with the Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934, as amended. The public may read
and copy any material that we file with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. We file electronically with the SEC. The address of
that site is http://www.sec.gov
5
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This report contains some forward-looking statements. "Forward-looking
statements" describe our current expectations or forecasts of future events.
These statements do not relate strictly to historical or current facts. In
particular, these include statements relating to future actions, prospective
products, future performance or results of current and anticipated products,
sales efforts, the outcome of contingencies and financial results. Specifically,
this includes all references to the Merger Agreement under negotiation with
Carbon Recovery Corporation. Any or all of the forward-looking statements we
make may turn out to be wrong.
They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Many factors, such as product acceptance,
competition and marketing capabilities, will be important in determining future
results. Consequently, no forward-looking statements can be guaranteed. Actual
future results may vary materially.
We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
specifically required, as in the event of the securing of a definitive Merger
Agreement with Carbon Recovery Corporation or any other entity and the closing
of any such agreement. You are advised, however, to consult any future
disclosures we make on related subjects in our 10-QSB, 8-KSB, and 10-KSB reports
to the SEC.
We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.
o We are not an operating company, we have no revenues or earnings, and we
have no material assets. All prior business operations, including the most
recent attempted business as a BDC, have been terminated or abandoned; they
operated at a loss. We were unable to secure sufficient working capital to
effectuate our proposed BDC business plan and since December 15, 2005 we
have had no business, assets or operations.
o We are dependent on acquiring an operating company in order to have
revenues. Since we have no operations of our own, we will only have
revenues, and possibly earnings, by acquiring an operating company. Carbon
Recovery Corporation, with which we are currently negotiating an
Acquisition Agreement, is itself a development stage company which does not
yet have revenues or earnings and which has limited assets, concentrated in
certain intellectual property, and mostly utilized in connection with its
R&D activities. Regardless of our current negotiations, however, there is
no assurance that we will actually make any acquisition, whether or not in
the environmental clean-up industry.
o Our success will be dependent upon the business which we acquire and
especially its management. Our current management is seeking to take the
Company into the environmental clean-up industry. We currently are
negotiating an Acquisition Agreement for the acquisition of Carbon Recovery
Corporation, although no definitive agreement has been reached. Any such
agreement, however, will most likely result in changes in control and
management of the Company, with control passing to the shareholders of the
acquired entity and management of the Company passing to the managers of
the acquired entity. Since there is no definitive agreement for the
acquisition of any entity, there are no management disclosures in this
filing which would assist in your evaluation of the potential success of
the Company following any such acquisition.
6
o Our proposed acquisition of an environmental clean-up entity most likely
will not permit diversification. Most probably, we will issue a controlling
block of shares of our Common Stock to the shareholders of the acquired
entity either as the result of a merger ("reverse merger") or in exchange
for either their shares of the acquired entity or for the assets of such an
entity. As a result, the Company will probably be controlled by the
shareholders of the acquired entity. Given the current situation of the
entities which the Company can potentially acquire, it should be assumed
that all focus will be on developing the acquired business, which will
require all of the funding which the Company may obtain. Under such
circumstances, it must be assumed that no further acquisitions will be made
and there will be no diversification.
o The issuance of shares to make an acquisition will result in reduction of
ownership percentage in the Company for our current shareholders. Any
acquisition which we might make would likely require the issuance of
substantial shares of our Common Stock. The result will be that
pre-transaction shareholders of the Company will experience a reduction in
their percentage of ownership.
o The structure of an acquisition may impact the capital structure of the
Company, in turn affecting the percentage of ownership of the
pre-acquisition shareholders. Often such acquisitions involve adjustments
to the number of shares issued and outstanding, such as a stock split, or
the issuance of senior securities, such as Preferred Stock, or the issuance
of dilutive securities, such as convertible securities, options and
warrants.
o The Company has insufficient cash and financial resources to support any
acquired business. The Company does not have the financial resources to
support any acquired business. The expectation is that the Company will
provide the acquired entity with publicly-trading status which, in turn,
will permit the Company to raise capital to support the acquired business.
There is uncertainty on whether this is a valid assumption, or whether
sufficient capital can be raised to meet the requirements of an acquired
business.
o The continued filing of reports with the Securities and Exchange Commission
and the maintenance of trading on the OTC Bulletin Board is dependent upon
the ability of any acquired business to meet the costs of that. Maintenance
of public market status, where the filing of periodic reports with the SEC
is required, is an expense, both financially and in terms of the time
availability of Management. Whether an acquired business will have those
resources cannot be known at this time.
o The reporting requirements under federal securities law will most likely
delay our making an acquisition. Since we are a shell corporation, certain
short deadline disclosure filing requirements relating to the acquired
entity essentially require that all potential disclosure be ready prior to
closing any proposed transaction.
7
ITEM 2. DESCRIPTION OF PROPERTIES.
All of the previously reported assets of the Company consisted of the interests
in Well Renewal and insubstantial cash. As noted above under "Description of
Business", the interests in Well Renewal passed to Transnix upon its foreclosure
on those interests, which had been pledged as collateral security, on December
15, 2005. We own no plants or physical locations. Prior to June 7, 2006 our
administrative office was provided without cost by our then President, Richard
Mangiarelli, and since June 7, 2006 our administrative office has been provided
by our current President, Mary K. Radomsky. That office is at 219 Robwood Road,
Baltimore, Maryland 21222 where the telephone number is (443) 791-2935. This
office is adequate for the current administration of the Company. Ms. Radomsky
has agreed to continue this arrangement until the closing of an acquisition,
after which it is expected that the Company's offices will be co-located with
those of the acquired entity.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against us or any of our
former or current officers or directors, as such.
However, on June 17, 2005, while we were being regulated as a BDC, the Division
of Investment Management at the SEC ("Division") advised us that it was the view
of the Division that we could not rely on the exemption afforded by Regulation E
for our prior issuances, between September 27, 2004 through December 2, 2004, of
shares of our common stock. The Division also advised us that, in the view of
the Division, it appeared that our issuance of those shares violated the
registration requirements of Section 5 of the Securities Act of 1933, as amended
("Securities Act"). In response, we advised the Division that it was our view
that the issuance of the shares was exempt from registration under the
Securities Act under various available exemptions, including but not limited to
Regulation E and that our issuance of the shares had not violated Section 5 of
the Securities Act. At this time, neither the SEC nor any private party has
commenced any action against us alleging that we issued the shares in violation
of Section 5 of the Securities Act. Further, to the best of our knowledge, the
SEC has not commenced any formal or informal inquiry with respect to its
contention that the shares were issued in violation of Section 5 of the
Securities Act. In the event that any such action or inquiry is commenced, we
intend to defend against such allegations vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None. During the period ended March 31, 2006, our stockholders adopted no
resolutions at a meeting or by written consent.
8
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
Our Common Stock currently trades on the OTC Bulletin Board under the symbol
"GRSU". The chart below breaks down the high bid and the low bid prices for each
of the last 8 quarters (as reported by OTCBB Trading & Market Services) which
quotations reflect inter-dealer price, without retail mark-up, mark-down or
commission, and may not reflect actual transactions. We consider our stock to be
"thinly traded" and any reported sale prices may not be a true market-based
valuation of the stock. During the fiscal years ended March 31, 2005 and March
31, 2006, the high and low bid and asked prices were as follows:
Quarter Ended High Bid Low Bid
------------- -------- -------
June 30, 2004 $.025 .005
September 30, 2004 .20 .002
December 31, 2004 .15 .007
March 31, 2005 .047 .006
June 30, 2005 $.074 .011
September 30, 2005 .034 .013
December 31, 2005 .0265 .012
March 31, 2006 .035 .013
On June 23, 2006 the prices of the Company's Common Stock were $0.02 high,
$0.018 low and $0.02 close, as quoted on the OTC Bulletin Board. On June 23,
2006 the Company had 7,215,034 shares of its Common Stock issued and
outstanding.
HOLDERS
The approximate number of holders of record of our Common Stock, which is our
only class of common equity, is 106. There are approximately 470 shareholders
with certificates totaling 4,037,299 shares held in street name.
DIVIDENDS
We have never had net profits on operations and therefore are currently
proscribed from declaring dividends. We have not paid any cash dividends on our
Common Stock. Our Board of Directors has no present intention of declaring any
dividends, as we expect to re-invest all profits in the business for additional
working capital for continuity and growth. The declaration and payment of
dividends in the future will be determined by our Board of Directors considering
the conditions then existing, including the Company's earnings, financial
condition, capital requirements, and other factors.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As disclosed in Form 10-KSB for the fiscal year ended March 31, 2005, on August
30, 2004 the Company's Board of Directors adopted the "Global Resource
Corporation Stock Option Plan". By its terms, however, such Plan required the
approval of a majority in interest of the Company's shareholders within twelve
months thereafter. The Plan permitted the granting of options prior to such
shareholder approval, provided that a majority in interest of the shareholders
subsequently approved such grants upon approval of the Plan itself. Although
shareholder approval was obtained, no options were ever granted. Subsequent to
the securing of shareholder approval, the Company determined that the Plan was
not allowable for a BDC, which the Company then was, and the Plan was
terminated. The Company has not adopted any other equity compensation plan.
9
SALES OF UNREGISTERED SECURITIES DURING FISCAL YEAR 2006
None. There were no issuances of debt or equity securities without registration
under the Securities Act during fiscal year 2006.
ITEM 6. PLAN OF OPERATIONS.
Prior to June 7, 2006, the date of the most recent change in control of the
Company, the Company has tried various business plans, as described in Item 1,
above. The Company was organized as "Email Mortgage Com, Incorporated" to market
first and second mortgages through its website. When that business proved
unsuccessful, it changed its business focus to the healthcare industry and
changed its name to "Advanced Healthcare Technologies, Inc." However, its
initial efforts in the hyperbaric field were not successful and that subsidiary
company was sold for the assumption of its liabilities. On December 4, 2003 the
Company acquired a 100% interest in NutraTek LLC which was engaged in the
research and development of nutritional dietary supplements, functional food
products and natural sweeteners which were manufactured by non-related parties.
On June 30, 2004, the Company spun off the NutraTek business to its majority
shareholder who thereupon sold his controlling interest in the Company. As a
result of that change in control, the Company initiated a business plan as a
business development company ("BDC"). On September 17, 2004 the Company filed a
notice with the Securities and Exchange Commission ("SEC") electing to be
regulated as a BDC, the intent being to focus on the energy sector. By December,
2005, however, it became clear that the Company was unlikely to obtain the
necessary financing to support its BDC business plan. As a result, on December
15, 2005 the Company agreed to foreclosure by a creditor, Transnix Global
Corporation ("Transnix"), which resulted in the loss of all of its assets, and
on December 17, 2005 the Company filed a Notification of Withdrawal with the
SEC, thereby withdrawing its election to be regulated as a BDC. Since that date,
the Company has had no assets, no specific business plan or Plan of Operations,
and has been a shell corporation.
On June 7, 2006 an unrelated third party purchased the balance of the
convertible debenture held by Transnix. In conjunction with that purchase, the
directors and the sole officer resigned and elected/appointed Mary Radomsky as
the sole director and officer. As of the date of this filing, Ms. Radomsky
remains the sole director and officer. Also, in connection with the sale of the
convertible debenture by Transnix, Transnix agreed to settle and pay off all of
the liabilities of the Company except the convertible debenture being sold. As
of the date of this filing, all of the known liabilities of the Company other
than the debenture have been settled and paid.
As of the date of this filing, the Company has no assets, has no known
liabilities other than the debenture which has a principal balance of $102,345
and accrued but unpaid interest of $16,274.
The Company's Plan of Operations is dependent upon the acquisition of an
operating company, as it lacks the working capital to initiate and develop a
business of its own. Since the Company has no significant assets, including
cash, it is probable that any business which it could acquire would be a small
development stage company which can use the Company's public company status to
attract capital. The Company is focused on the environmental clean-up industry
and will seek to acquire a Company within that industry. As of the date of this
filing the Company has located and identified a prospective acquisition
candidate, Carbon Recovery Corporation, with which it is currently negotiating,
but no definitive agreement has been reached. Please refer to the Risk Factors
in Item 1 above.
10
ITEM 7. FINANCIAL STATEMENTS.
Our financial statements, together with the report of the auditors, are as
follows:
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2006
F-1
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................F-3
BALANCE SHEET...............................................................F-4
STATEMENTS OF OPERATIONS....................................................F-5
STATEMENTS OF STOCKHOLDERS' DEFICIT.........................................F-6
STATEMENTS OF CASH FLOWS....................................................F-7
NOTES TO THE FINANCIAL STATEMENTS...........................................F-9
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Global Resource Corporation
San Diego, California
We have audited the accompanying balance sheet of Global Resource Corporation
(the Company) as of March 31, 2006 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended March 31, 2006
and 2005 and from inception of the development stage on January 1, 2006 through
March 31, 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of March 31,
2006 and the results of its operations and its cash flows for the years ended
March 31, 2006 and 2005 and from inception of the development stage on January
1, 2006 through March 31, 2006, in conformity with United States generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has generated significant losses from
operations, has a significant accumulated and working capital deficit at March
31, 2006, which together raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As discussed in Note 3, the financial statements for the year ended March 31,
2005 have been restated to correct an error associated with the accounting for
previously issued convertible debentures.
HJ Associates & Consultants, LLP
Salt Lake City, Utah
July 13, 2006
F-3
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
March 31,2006
-----------
CURRENT ASSETS
Cash $ 28
-----------
Total Current Assets 28
-----------
TOTAL ASSETS $ 28
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 55,519
Accounts payable - Related 54,004
Wages payable 210,000
Accrued Expenses - Related 1,500
Accrued interest 14,906
Derivative liability 165,166
Convertible debentures (Note 4) 102,345
-----------
Total Current Liabilities 603,440
-----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock: 50,000,000 shares authorized
of $0.001 par value, no shares issued and
outstanding --
Common stock: 2,000,000,000 shares authorized,
of $0.001 par value, 7,215,000 shares
issued and outstanding 7,215
Additional paid-in capital 6,885,520
Deficit accumulated prior to the development stage (7,472,843)
Deficit accumulated during the development stage (23,304)
-----------
Total Stockholders' Deficit (603,412)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 28
===========
The accompanying notes are an integral part of these financial statements.
F-4
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations From Inception of the
development stage on -
For the Years Ended December 31, 2005
March 31, through March 31, 2006
---------------------------- -----------------------
2006 2005
----------- -----------
(Restated)
REVENUES $ -- $ -- --
COST OF GOODS SOLD -- -- --
----------- ----------- ----------
GROSS PROFIT -- -- --
----------- ----------- ----------
OPERATING EXPENSES
Payroll 65,000 156,000 20,000
Professional fees 51,000 92,702 8,756
Rent 2,000 8,000 500
General and administrative 437 8,431 103
----------- ----------- -----------
Total Operating Expenses 118,437 265,133 29,359
----------- ----------- -----------
LOSS FROM OPERATIONS (118,437) (265,133) (29,359)
----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (28,781) (141,125) (2,018)
Loss on investment valuation (21,518) (92,927) --
Gain / (loss) on derivatives 3,729 (13,895) 8,073
Gain on release of debt -- 31,000 --
----------- ----------- ----------
Total Other Income (Expense) (46,570) (216,947) 6,055
----------- ----------- ----------
LOSS BEFORE DISCONTINUED OPERATIONS (165,007) (482,080) (23,304)
----------- ----------- ----------
LOSS FROM DISCONTINUED OPERATIONS (Note 3) -- (116,946) --
----------- ----------- ----------
NET LOSS $ (165,007) $ (599,026) (23,304)
=========== =========== ==========
BASIC LOSS PER SHARE
Continued operations $ (0.02) $ (0.11)
Discontinued operations (0.00) (0.03)
----------- -----------
Total Loss per Share $ (0.02) $ (0.14)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 7,215,000 4,245,890
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-5
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
Common Stock Additional
------------------------------ Paid-in Accumulated
Shares Amount Capital Deficit
------------- ------------- ------------- -------------
Balance, March 31, 2004 2,400,000 $ 2,400 $ (275,368) $ (106,144)
Capital contributed by shareholders -- -- 267,546 --
Spin-off of NutraTek, LLC -- -- 6,625,970 (6,625,970)
Disposal of NutraTek, LLC -- -- 228,512 --
Common stock issued for cash 1,220,000 1,220 10,980 --
Common stock issued for conversion
of debentures 3,595,000 3,595 14,380 --
Contributed services -- -- 8,000 --
Net loss for the year ended March 31, 2005 (Restated) -- -- -- (599,026)
------------- ------------- ------------- -------------
Balance, March 31, 2005 7,215,000 7,215 6,880,020 (7,331,140)
Contributed services -- -- 5,500 --
Net loss for the year ended March 31, 2006 -- -- -- (165,007)
------------- ------------- ------------- -------------
Balance, March 31, 2006 7,215,000 $ 7,215 $ 6,885,520 $ (7,496,147)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
F-6
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Years Ended From inception of the
March 31, development stage on-
--------------------------- December 31, 2005
2006 2005 through March 31, 2006
----------- ----------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITES (Restated)
Net loss $ (165,007) $ (599,026) (23,304)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization -- 509 --
(Gain)/loss on derivatives (3,729) 13,895 (8,073)
Interest expense on debt discount amortization 18,591 136,409 --
Gain on release of debt -- (31,000) --
Contributed services 5,500 8,000 --
Common stock issued for services -- -- --
Disposal of NutraTek, LLC -- -- --
Common stock issued for recapitalization -- -- --
Common stock issued for conversion of debentures -- -- --
Loss on investment valuation 21,518 92,627 --
Changes in assets and liabilities:
Increase in accounts payable and accounts
payable - Related Party 51,290 58,233 8,756
Increase in accrued expenses 71,690 186,591 22,518
Changes in discontinued assets and liabilities -- 106,979 --
----------- ----------- -------
Net Cash Used by Operating Activities (147) (26,783) (103)
----------- ----------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Well Renewal, LLC -- (150,000) --
----------- ----------- -------
Net Cash Used by Investing Activities -- (150,000) --
----------- ----------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock sold or subscribed for cash -- 12,200 --
Cash used for partner draw -- (12,006) --
Capital contributed by shareholders -- -- --
Cash contributed by former officer -- 20,000 --
Proceeds from issuance of note payable -- 15,500 --
Proceeds from convertible debenture -- 155,000 --
Change from cash overdraft -- (13,736) --
----------- ----------- ------
Net Cash Provided by Financing Activities $ -- $ 176,958 --
----------- ----------- ------
The accompanying notes are an integral part of these financial statements.
F-7
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended From Inception of the
March 31, development stage on -
--------------------------- January 1, 2006 through
2006 2005 March 31, 2006
----------- ----------- -----------------------
(Restated)
NET DECREASE IN CASH (147) 175 (103)
CASH AT BEGINNING OF PERIOD 175 -- 131
----------- ----------- -------
CASH AT END OF PERIOD $ 28 $ 175 28
=========== =========== =========
CASH PAID FOR
Interest $ -- $ --
Income taxes $ -- $ --
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Contributed capital by shareholders $ 5,500 $ 8,000 $ --
Debt discount associated with derivative liability $ -- $ 155,000 --
The accompanying notes are an integral part of these financial statements.
F-8
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Business
Advanced Healthcare Technologies, Inc. (Advanced) was incorporated in Colorado
on March 28, 2000 and began operations on May 25, 2000. The Company's activities
to date have been limited to organization and capital formation. The Company
plans to engage in the healthcare equipment business. The Company had engaged in
the mortgage lending business on a limited basis.
NutraTek, LLC was organized in Utah on March 3, 2003, as a limited liability
company. It later changed to a "C" Corporation in connection with its
acquisition of Advanced Healthcare Resources, Inc. and from its inception has
researched and developed and thereafter contracted with third parties to
manufacture its own line of nutritional dietary supplements, functional food
products and proprietary natural sweeteners.
On December 4, 2003, pursuant to an agreement and plan of reorganization,
Advanced Healthcare Technologies, Inc. completed a reverse merger with the
members of NutraTek, LLC. in which it acquired 100% of NutraTek, LLC, a Utah
Limited Liability Company in exchange for 1,400,000 common shares of Advanced
Healthcare Technologies, Inc. The terms of the acquisition are detailed in an
8-K filing dated December 5, 2003. Under the terms of the agreement, the
president of NutraTek, LLC became the president of the Company and was elected
to the Board of Directors, the acquisition was accounted for as a
recapitalization of NutraTek, LLC because the members of NutraTek, LLC
controlled Advanced Healthcare Technologies, Inc. after the acquisition.
NutraTek, LLC was treated as the acquiring entity for accounting purposes and
Advanced Healthcare Technologies, Inc. was the surviving entity for legal
purposes. There was no adjustment to the carrying values of the assets or
liabilities of NutraTek, LLC and no goodwill was recorded. The Company issued
1,400,000 shares of common stock for the acquisition. Prior to the acquisition,
the Company had 1,100,000 shares of common stock outstanding. Prior to the
reverse merger, NutraTek, LLC had a stockholders deficit of $25,422. NutraTek,
LLC has a calendar year end of December 31st, while Advanced Healthcare
Technologies, Inc. has a fiscal year end of March 31st. The Company has
consolidated the operations of NutraTek, LLC as of December 31, 2003 with the
operations of Advanced as of March 31, 2004. There were no material
inter-company activities from January 1, 2004 to March 31, 2004.
On June 30, 2004, the Company's President and CEO entered into an agreement to
sell his controlling interest in the Company and retain the operations and
activities of NutraTek. In connection with this change in control the Company's
president and CEO, vice president and chief scientific officer, as well as the
Company's secretary resigned. Additionally, five individuals resigned as
directors of the Company. The individual gaining controlling interest was
appointed to fill these vacancies.
Concurrent with the above mentioned events the Company's shareholders
contributed capital of $20,000 and settled $247,546 of accounts payable debt
(for a total contributed capital amount of $267,546) by reallocating a total of
250,002 shares of common stock, which had previously been issued to a number of
different related entities in exchange for their forgiveness of the debt as well
as payment of $10,000. Additionally, the disposal of
F-9
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
a. Business (Continued)
NutraTek resulted in the Company recording an additional $228,512 of additional
paid in capital, as the Company had to record NutraTek's equity for the period.
At March 31, 2004, the financial statements had been presented in a reverse
merger format with NutraTek being reported as the accounting entity and Advanced
as the legal entity. Accordingly the inception date had been presented as March
2003, which was the inception date of NutraTek. With NutraTek being returned to
its former owner at June 30, 2004, Advanced is the only remaining entity. The
inception date of Advanced was on March 28, 2000. Advanced is now the remaining
accounting and legal entity. With the spin-off of NutraTek, the Company
recognized the previous deficit of Advanced of $6,625,970, which had previously
been eliminated in the consolidation with NutraTek.
During the second quarter the Company changed the name of the Company from
Advanced Healthcare Technologies, Inc. to Global Resource Corporation.
Additionally, the Company notified the Securities and Exchange Commission of
their desire to be regulated as a Business Development Company, pursuant to the
provisions of section 54(a) of the Investment Company Act of 1940 (the "Act") to
be subject to the provisions of sections 55 through 65 of the Act.
On January 11, 2005, the Company obtained a 50% controlling interest in a Nevada
limited liability company called Well Renewal, LLC ("Well Renewal"). The
interest was obtained with a capital contribution of $150,000. The business plan
of Well Renewal is to obtain revenues via the management and operation of thirty
oil wells located in Oklahoma.
F-10
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
a. Business (Continued) On December 15, 2005, we entered into an agreement with
Transnix (the "Collateral Foreclosure Agreement") pursuant to which (i)
Transnix, pursuant to the terms of the Pledge Agreement, accepted the Membership
Interests (the collateral under the Pledge Agreement) in satisfaction of $35,555
of principal and interest obligations secured under the Debentures and (ii) we
raised no objection to Transnix accepting the Membership Interest in
satisfaction of $35,555 of principal and interest obligations under the
Debentures and waived any and all notice periods under the Uniform Commercial
Code.
On December 15, 2005, after a thorough review of the costs and potential
regulatory requirements of complying with the Investment Company Act of 1940,
the Board of Directors of the Company approved "Notification of Withdrawal" on
Form n-54C with the Securities and Exchange Commission to withdraw our election
to be subject to sections 55 through 65 of the Investment Company Act of 1940.
On December 19, 2005, our "Notification of Withdrawal" on Form n-54C was filed
with the Securities and Exchange Commission. As such, and with the transfer of
the Well Renewal, LLC interest (see Note 8) , the Company has become a
Development Stage Company. Although we became a Development Stage Company on
December 15, 2005, we have disclosed the from inception columns on the Statement
of Operations and the Statement of Cash Flows as though it took place on
December 31, 2005. We were unable to attract sufficient investment capital as a
Business Development Company (BDC) to execute our strategy of acquiring and
developing companies. We believe we are now better able to address its capital
structure since we are no longer subject to the BDC Provisions.
The election to withdraw the Company as a BDC under the Investment Company Act
has resulted in a significant change in our required method of accounting. BDC
financial statement presentation and accounting utilizes the value method of
accounting used by investment companies, which allows BDC's to recognize income
and value their investments at market value as opposed to historical cost. As a
development stage company, the required financial statement presentation and
accounting for securities held will be either fair value or historical cost
methods of accounting, depending on the classification of the investment and our
intent with respect to the period of time we intend to hold the investment.
As an operating company, we must consolidate our financial statements with
subsidiaries, thus eliminating the portfolio company reporting benefits
available to BDC's.
b. Accounting Method
Advanced has elected a March 31st year-end. The Company's financial statements
are prepared using the accrual method of accounting.
Earnings Per Share - Basic net income per share is computed by dividing net
income available to common shareholders (numerator) by the weighted average
number of common shares outstanding during the year (denominator). Diluted net
income per share is computed using the weighted average number of common shares
and dilutive potential common shares outstanding during the year. For the years
ended March 31, 2006 and 2005 and for the period from Inception to March 31,
2006, the Company had no dilutive potential common shares.
c. Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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. Actual results could differ from those estimates.
F-11
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d. New Accounting Pronouncements
During the year ended March 31, 2006, the Company adopted the following
accounting pronouncements, which had no impact on the financial statements or
results of operations:
o SFAS No.150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity
o SFAS No.151, Inventory Costs - An Amendment of ARB No. 43, Chapter 4
o SFAS No.152, Accounting for Real Estate Time - Sharing Transactions - An
Amendment of FASB Statements No. 66 and 67
o SFAS No.153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion
No. 29
o SFAS No.123(R), Share-Based Payment
In addition, during the year ended March 31, 2006, FASB Interpretations No. 45
and No. 46, along with various Emerging Issues Task Force Consensuses (EITF)
were issued and adopted by the Company and had no impact on its financial
statements.
e. Provision for Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components for the years ended
March 31, 2006 and 2005:
2006 2005
---------- ----------
Deferred tax assets:
NOL carryover $ 110,500 $ 78,073
Accrued expenses 65,629 60,840
Deferred tax liabilities:
Depreciation -- --
Valuation allowance (176,129) (138,913)
---------- ----------
Net deferred tax asset $ -- $ --
========== ==========
The income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rate of 39% to pretax income from
continuing operations for the two years ended March 31, 2006 and 2005:
F-12
2006 2005
---------- ----------
Book loss $ (32,200) $ (209,342)
Rent 780 3,120
Interest 7,250 72,040
Derivative (gain) / loss (1,454) -
Valuation allowance 37,216 134,812
---------- ----------
$ -- $ --
========== ==========
Due to the change in ownership provisions of the Tax Reform Act of 1986,
net operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.
f. Revenue Recognition and Cost of Goods
Currently the Company has no sources of revenues.
F-13
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f. Revenue Recognition and Cost of Goods (Continued)
During the fiscal year ended March 31, 2006 the Company did not deliver any
products or services. As such the company has not recognized any revenue.
g. Fixed Assets
Fixed assets are stated at cost and are depreciated using the straight line
method and their useful life. As of March 31, 2006, the Company had no fixed
assets.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using the accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company has had a
change in control and has changed its business plan and it has not generated any
revenues. The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the development of its new
business opportunities. Management plans to research possible acquisitions of
various entities and an officer of the Company has agreed to loan the Company
funds as needed to sustain business for a period of twelve months. However, the
Company is dependent upon its ability to secure equity and/or debt financing and
there are no assurances that the Company will be successful, without sufficient
financing it would be unlikely for the Company to continue as a going concern.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might arise from this uncertainty.
NOTE 3 - RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
SUMMARY OF RESTATEMENT ITEMS
On July 3, 2006, GRSU concluded that it was necessary to restate its financial
results for the fiscal year ended March 31, 2005 and for the interim periods
ended September 30 and December 31, 2004 and 2005 and for the interim period
ended June 30, 2005 to reflect additional non-operating gains and losses related
to the classification of and accounting for convertible debentures issued in
fiscal 2005. GRSU had previously determined a beneficial conversion feature,
valued the conversion features at the intrinsic value and classified the
convertible instruments as equity. After further review, GRSU has determined
that these instruments should have been classified as derivative liabilities and
therefore, the fair value of each instrument must be recorded as a derivative
liability on GRSU's balance sheet. Changes in the fair values of these
instruments will result in adjustments to the amount of the recorded derivative
liabilities and the corresponding gain or loss will be recorded in GRSU's
statement of operations. At the date of the conversion of each respective
instrument or portion thereof, the corresponding derivative liability will be
reclassified as equity.
The accompanying financial statements for the year ended March 31, 2005 have
been restated to effect the changes described above. The impact of the
adjustments related to the classification of and accounting for the conversion
features for the year ended March 31, 2005 are summarized below:
F-14
STATEMENT OF OPERATIONS
YEAR ENDED
MARCH 31, 2005
----------------------------------------------
AS PREVIOUSLY
REPORTED ADJUSTMENT AS RESTATED
------------ ------------ ------------
Gross profit $ 0 $ 0
Operating expenses (265,133) (265,133)
------------ ------------ ------------
Loss from operations (265,133) (265,133)
Non operating income (expense)
Interest expense (184,716) 43,591 (a) (141,125)
Gain on release of debt 31,000 31,000
Loss on investment valuation (92,927) (92,297)
Loss on derivative liability - (13,895)(b) (13,895)
------------ ------------ ------------
Total non-operating income (expense) (246,643) 29,696 (216,947)
Loss before minority interest, income taxes,
and discontinued operations (511,776) 29,696 (482,080)
Loss from discontinued operations (116,946) (116,946)
------------ ------------ ------------
Net income (loss) $ (628,722) $ 29,696 $ (599,026)
============ ============ ============
Basic and diluted income (loss) per share $ (0.15) $ 0.01 (c) $ (0.14)
Weighted average shares outstanding 4,245,890 4,245,890
(A) CHANGE DUE TO AMORTIZATION OF DEBT DISCOUNT RELATED TO THE DERIVATIVE
LIABILITY AND REVERSING THE IMPACT OF AMORTIZATION OF DEBT DISCOUNT RELATED
TO THE BENEFICIAL CONVERSION FEATURE..
(B) TO RECORD LOSS ON DERIVATIVES BASED UPON FAIR VALUES AT MARCH 31, 2005.
(C) TO REFLECT BASIC EARNINGS PER SHARE BASED UPON CORRECTED NET INCOME.
F-15
BALANCE SHEET IMPACT
In addition to the effects on GRSU's fiscal 2005 statement of operations
discussed above, the restatement impacted GRSU's balance sheet as of March 31,
2005. The following table sets forth the effects of the restatement adjustments
on GRSU's balance sheet as of March 31, 2005:
MARCH 31, MARCH 31,
2005 2005
----------- ----------- -----------
AS PREVIOUSLY
REPORTED ADJUSTMENT (RESTATED)
----------- ----------- -----------
ASSETS
Current assets
Cash and equivalents $ 175 $ 175
Prepaid expenses and other current assets 0 0
Due from related parties 0 0
----------- -----------
Total current assets 175 175
Property and equipment, net 0 0
Investment in EnerStruct, Inc. 57,073 57,073
Other 0 0
----------- -----------
Total assets $ 57,248 $ 57,248
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts Payable 5,438 5,438
Accounts payable - related party 52,795 52,795
Accrued expenses 154,716 154,716
Debt discount - (155,000)(a) (18,591)
136,409 (b)
Derivative liability - 282,086 (c) 168,895
- (113,190)(d)
Convertible debentures 137,900 137,900
----------- -----------
Total current liabilities 350,849 150,304 501,153
Long-term portion of installment loan - -
Total liabilities 350,849 501,153
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Preferred stock: 50,000,000 shares authorized
of $0.001 par value, no shares issued and
outstanding
Common stock: 2,000,000,000 shares authorized,
of $0.001 par value, 7,215,000 shares issued and
outstanding 7,215 7,215
Additional paid in capital 7,060,020 (180,000)(e) 6,880,020
Accumulated deficit (7,360,836) (29,696)(f) (7,331,140)
----------- -----------
Total stockholders' deficit (293,601) (443,905)
----------- -----------
Total liabilities and stockholders' deficit $ 57,248 $ 57,248
=========== ===========
(A) TO RECORD THE INITIAL DEBT DISCOUNT ASSOCIATED WITH THE DERIVATIVE
LIABILITIES.
(B) CHANGE DUE TO AMORTIZATION OF DEBT DISCOUNT.
(C) TO RECORD INITIAL CARRYING VALUE OF DERIVATIVES IN FISCAL 2005 INCLUDING
$90,342 FOR THE NOVEMBER 2004 TRANSNIX GLOBAL CORPORATION DEBENTURE,
$90,342 FOR THE NOVEMBER 2004 EDIFY CAPITAL GROUP DEBENTURE, $45,916 FOR
THE JANUARY 2005 EDIFY CAPITAL GROUP DEBENTURE AND $55,486 FOR THE JANUARY
2005 TRANSNIX GLOBAL CORPORATION DEBENTURE.
F-16
(D) TO RECORD GAIN OF $113,190 ON DERIVATIVES BASED UPON FAIR VALUES AT MARCH
31, 2005.
(E) TO REDUCE PAID IN CAPITAL FOR REVERSAL OF THE BENEFICIAL CONVERSION FEATURE
IMPACT .
(F) TO REFLECT AGGREGATE EFFECT OF INCOME STATEMENT ADJUSTMENTS.
NOTE 4 - DERIVATIVES
Global Resource evaluated the application of SFAS 133 and EITF 00-19 for the
convertible debentures issued in fiscal 2005. Based on the guidance in SFAS 133
and EITF 00-19, Global Resource concluded all of these instruments were required
to be accounted for as derivatives. SFAS 133 and EITF 00-19 require Global
Resource to bifurcate and separately account for the conversion features of the
debentures as embedded derivatives. Pursuant to SFAS 133, Global Resource
bifurcated the conversion feature from the debentures because the economic
characteristics and risks of the conversion features were determined to not be
clearly and closely related to the economic characteristics and risks of the
debentures. In addition, because there was no explicit cap on the amount of
shares that might be required to be issued pursuant to the conversion features,
Global Resource determined that the conversion features met the attributes of a
liability and therefore recorded the fair value of the conversion features as
current liabilities. Global Resource is required to record the fair value of the
conversion features on its balance sheet at fair value with changes in the
values of these derivatives reflected in the statement of operations as "Gain
(loss) on embedded derivative liability." These derivative liabilities were not
previously classified as such in Global Resource's historical financial
statements. In order to reflect these changes, Global Resource has restated its
financial statements for the years ended March 31, 2006 and 2005.
The impact of the application of SFAS 133 and EITF 00-19 on the balance sheet as
of March 31, 2005 and the impact on the balance sheet and statements of
operations as of March 31, 2006 are as follows:
MARCH 31, MARCH 31,
2005 2006 GAIN
---------- ---------- -----------
Derivative liability - debentures $ 168,895 $ 165,166 $ 3,729
Global Resource uses the Black Scholes valuation model for calculation of the
value of derivative liabilities. The company uses volatility rates based upon
the closing stock price of its common stock. Global Resource uses a risk free
interest rate which is the U.S. Treasury bill rate for securities with a
maturity that approximates the estimated expected life of a derivative. Global
Resource uses the closing market price of the common stock on the date of
issuance of a derivative or at the end of a quarter when a derivative is valued
at fair value. The volatility factor used in the Black Scholes pricing model has
a significant effect on the resulting valuation of the derivative liabilities on
the balance sheet. The volatility has ranged from 474% to 212% during the years
ending March 31, 2005 and 2006. The following table shows the volatility, risk
free rate and market price used in the calculation of the Black Scholes call
value for the debentures at issuance date and for the years ended March 31, 2006
and 2005.
F-17
RISK FREE MARKET TERM IN
ISSUE DATE VOLATILITY RATE PRICE YEARS
--------------------------------------------
At Issuance date for:
November 2004 Debentures 11/4/2004 457% 2.34% $ 0.035 5 mos.
January 2005 Debentures Warrants 1/7/2004 442% 2.82% $ 0.0135 6 mos.
January 2005 Debentures 1/17/2005 474% 2.82% $ 0.01 5.5 mos.
Prices and average rates at Year End:
March 31, 2006 212% 4.82% $ 0.021
March 31, 2005 364% 3.35% $ 0.019
NOTE 5 - DISCONTINUED OPERATIONS
On June 30, 2004, the Company's CEO entered into an agreement to sell 1,260,000
of the Company's common stock and his controlling interest to an unrelated
individual. This resulted in the Company's wholly owned subsidiary, NutraTek,
LLC, being spun off and left Advanced Healthcare Technologies Inc. as the
remaining shell company.
F-18
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 5 - DISCONTINUED OPERATIONS (CONTINUED)
All assets were associated with the discontinued operations as well as all of
the liabilities except for $247,546 which was associated with Advanced. The net
loss from discontinued operations for the year ended March 31, 2004 are the
operations of NutraTek, LLC for the calendar year ended December 31, 2003
because NutraTek had a December 31 year end, while Advanced has a March 31 year
end, as noted in Note 1 to the Financial Statements. The net loss from
discontinued operations for the years ended March 31, 2005 are the operations of
NutraTek for the three months ended March 31, 2005 because the spin off of
NutraTek took place three months after Advanced Healthcare Technologies, Inc.
year end and NutraTek had a December 31 year end, therefore three months after
NutraTek's year end would be March 31, 2005.
For the Three
Months Ended
March 31,
2005
-------------
REVENUES $ 15,349
COST OF GOODS SOLD 4,108
-------------
GROSS PROFIT 11,241
-------------
OPERATING EXPENSES
Payroll 53,930
Rent 2,271
Professional fees 49,104
Depreciation 509
General and administrative 21,362
-------------
Total Operating Expenses 127,176
-------------
LOSS FROM OPERATIONS (115,935)
-------------
OTHER EXPENSE
Interest expense (1,011)
-------------
Total Other Expense (1,011)
-------------
NET LOSS $ (116,946)
=============
BASIC LOSS PER SHARE $ (0.03)
=============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 4,245,890
=============
F-19
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 6 - CONVERTIBLE DEBENTURES
On August 15, 2004 the Company entered into a service contract whereas
consideration for services was a $25,000, 8% convertible debenture, due February
1, 2005, issued in the second quarter at a 50% discount, which was to become due
and payable on the effective date of the Form 1-E. In the second quarter, a
discount of $25,000 for the debenture was recorded as non-cash interest expense.
On March 28, 2005 the Company amended this service contract to restate the
consideration for services to be a flat $25,000 fee that would be due and
payable within 90 days from the effective date of the Company's amended and
restated Form 1-E, therefore the non-cash interest expense remained on the books
but the debenture was reclassified from a convertible debenture to an accrued
liability. As of March 31, 2005 the Company determined and the debtor agreed
that the debtor would forgive $25,000 accrued liability. This amount was
recorded as a gain on extinguishment of debt.
During the third quarter the Company recognized two $50,000 convertible
debentures, both due April 1, 2005, both with an 8% interest rate per year.
During the fourth quarter the Company obtained two additional convertible
debentures, in the amounts of $30,000 and $25,000, both due June 30, 2005 both
with an 8% interest rate per year. All of the convertible debentures were
convertible into shares of common stock at a price per share equal to a 50%
discount to the lowest closing bid on the day of conversion, or at the lowest
price allowable as set by the Company in an effective registration statement or
exemption notification as filed with the Securities and Exchange Commission. The
conversion options for these debentures were accounted for as derivatives (See
Note 4).
F-20
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 7 - EQUITY
During the fiscal year ended March 31, 2005 the Company issued 1,220,000 shares
of common stock for $12,200.
During the fiscal year ended March 31, 2005 the Company issued 3,595,000 shares
of common stock for the conversion of debentures totaling $17,975.
During the second quarter of fiscal 2005 the Company amended their Articles of
Incorporation to increase their shares of common stock authorized from
500,000,000 to 2,000,000,000 and to increase their shares of preferred stock
authorized from 5,000,000 to 50,000,000. In addition, during the second quarter
of fiscal 2005, the Company had a 1 for 100 reverse stock split. All references
to common stock have been retroactively restated.
NOTE 8 - RELATED PARTY TRANSACTIONS
During the fiscal year ended March 31, 2004, the Company's shareholders
contributed capital of $20,000 and accrued $247,546 of accounts payable debt
(for a total contributed capital amount of $267,546). During the fiscal year
ended March 31, 2005, the total contributed capital of $267,546 was reallocated
for a total of 250,002 shares of common stock, which had previously been issued
to a number of different related entities in exchange for their forgiveness of
the debt as well as payment of $10,000.
During the 2005 fiscal year ended March 31, 2005 the Company had hired an
employee who performed services valued at $6,000, whereas payment was contingent
upon Company growth and development. As of March 31, 2005, it was determined by
Company management that growth was not as expected and the $6,000 due was
written off the books and recorded as a release of debt. .During the fiscal year
ended March 31, 2006, a shareholder of the Company maintained office space and
provided services that resulted in rent expense of $500 and payroll expense of
$5,000. Both of these amounts were contributed to capital. Additionally, during
the fiscal year ended March 31, 2006, shareholders of the company maintained
office space and provided services that resulted in rent expense of $2,000 and
payroll expense of $60,000. Both of these amounts were recorded as accrued
liabilities in the Accrued Liabilities - Related Party balance in the Wages
Payable balance, respectively.
On December 15, 2005, the Company entered into an agreement with Transnix Global
Corporation (Transnix) to exchange the Company's 50% interest in Well Renewal,
LLC in partial satisfaction of certain debentures issued by Global Resource
Corporation totaling $35,555. Prior to the exchange, the Company wrote down
their investment in Well Renewal by $ 21,518, reflecting a fair value of
$35,555. The agreement stated that the payment amount would be equal to the
value of the investment on the Company's books at the date of the agreement,
therefore the Company gave Transnix their ownership rights in Well Renewal and
credited their investment account for $35,555.
F-21
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
March 31, 2006 and March 31, 2005
NOTE 9 - COMMITMENTS AND CONTINGENCIES
From September 27, 2004 through December 6, 2004, the Company issued
approximately 4,815,000 shares of common stock (the "Shares"), of which
1,220,000 were issued for cash and 3,595,000 were issued upon conversion of
certain outstanding convertible debentures. The Company did not register the
Shares under the Securities Act of 1933, as amended (the "Securities Act"), in
reliance on various exemptions from registration, including, but not limited to,
Section 3(b) of the Securities Act and Regulation E promulgated there under.
On June 17, 2005, the Division of Investment Management (the "Division") at the
Securities & Exchange Commission (the "SEC") has advised Global Resource that it
is the view of the Division that the Company cannot rely on the exemption
afforded by Regulation E and that it is unaware of any other exemptions from
registration for the issuance of the Shares. The Division also advised the
Company that, in the view of the Division, it appears that the issuance of the
Shares violated Section 5 of the Securities Act. The Company has advised the
Division that it is the Company's view that the issuance of the Shares was
exempt from registration under the Securities Act under various available
exemptions, including, but not limited to, Regulation E, and that the issuance
of the Shares did not violate Section 5 of the Act.
Management and the Board of Directors have not entered into formal employment
agreements. The Board of Directors has authorized the Company to accrue salary
in the amount of $10,000 per month for Richard Mangiarelli and Richard Schmidt
starting in September 2004. $30,000 was accrued for Jimmy Villalobos. Mr.
Villalobos formally resigned from the Company June 17, 2005.
The Company currently does not have any formal rent agreements. Mr. Mangiarelli
maintained the office space for the Company. The company recorded rent expense
of $2,000 for fiscal 2005 and $500 of that amount was contributed to capital.
NOTE 10 - SUBSEQUENT EVENTS
On June 7, 2006 an unrelated third party purchased the convertible debenture
owned by Transnix Corporation. As of the date of purchase, the principal amount
due on the debenture was $102,345 and the accrued but unpaid interest was
$16,274. Under the terms of the purchase agreement, Transnix used a substantial
part of the proceeds received from the debenture purchaser in the payment of the
liabilities of the Company, other than the principal and/or interest of the
debenture itself. Accordingly, as of July 11, 2006 the Company has no
liabilities other than the debenture. In conjunction with the purchase of the
Transnix debenture, a change in control of the Company occurred. The then
directors and the then sole officer of the Company resigned, appointing Mary
Radomsky as the sole director and the sole officer.
F-22
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
ITEM 8A. CONTROLS AND PROCEDURES.
1. Reclassification of and changed accounting for convertible debentures. On
July 3, 2006, the Company concluded that it was necessary to restate its
financial results for the fiscal year ended March 31, 2005 and for the interim
periods ended September 30 and December 31, 2004 and 2005 and for the interim
period ended June 30, 2005 to reflect additional non-operating gains and losses
related to the classification of and accounting for convertible debentures
issued in fiscal 2005. The Company had previously determined a beneficial
conversion feature, valued the conversion features at the intrinsic value and
classified the convertible instruments as equity. After further review, the
Company has determined that these instruments should have been classified as
derivative liabilities and, therefore, the fair value of each instrument must be
recorded as a derivative liability on the Company's balance sheet. Changes in
the fair values of these instruments will result in adjustments to the amount of
the recorded derivative liabilities and the corresponding gain or loss will be
recorded in the Company's statement of operations. At the date of the conversion
of each respective instrument or portion thereof, the corresponding derivative
liability will be classified as equity.
The included financial statements for the year ended March 31, 2005 have been
restated to effect the changes described above.
2. Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the Company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e))
as of the end of the period covered by this report. The Company's disclosure
controls and procedures are designed to ensure (i) that information required to
be disclosed by the Company in the reports the Company files or submits under
the Exchange Act are recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms; and (ii) that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is accumulated and communicated to the Company's management,
including its principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The Company has evaluated, with the participation of our CEO and CFO, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of March 31, 2006, pursuant to Exchange Act Rule 15d-15. Based
upon that evaluation, the CEO and CFO identified deficiencies that existed in
the design or operation of our internal control over financial reporting that it
considered to be "material weaknesses". The Public Company Accounting Oversight
Board has defined a material weakness as a "significant deficiency or
combination of significant deficiencies that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected."
The material weaknesses identified relate to:
o As of March 31, 2006 there was a lack of accounting personnel with the
requisite knowledge of Generally Accepted Accounting Principles in the
US ("GAAP") and the financial reporting requirements of the Securities
and Exchange Commission.
11
o As of March 31, 2006 there were insufficient written policies and
procedures to insure the correct application of accounting and
financial reporting with respect to the current requirements of GAAP
and SEC disclosure requirements.
o As of March 31, 2006 there was a lack of segregation of duties, in
that we only had one person performing all accounting-related duties.
Notwithstanding the existence of these material weaknesses in our internal
control over financial reporting, our management believes, including our Chief
Executive Officer and Chief Financial Officer, that the consolidated financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.
The Company will continue to evaluate the effectiveness of internal controls and
procedures on an on-going basis. We anticipate that in the event of the
acquisition of another entity, that entity's management will design and
implement improvements in our internal control over financial reporting to
address the material weaknesses described above as well as to provide accounting
resources with the expertise need to assist us in the preparation of our
financial statements.
ITEM 8B. OTHER INFORMATION
There is no information required to be disclosed in a report Form 8-K during the
fourth quarter of the year covered by this Form 10-KSB, but not reported.
12
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS AND EXECUTIVE OFFICERS. The position(s) held by each of our executive
officers and Directors as of June 23, 2006 are shown in the following table.
Biographical information for each is set forth following the table. Our current
Director was elected on June 7, 2006. Each Director serves for a one-year term
and until a successor is elected and has qualified. Currently, our Directors are
not compensated for their services, although their expenses in attending
meetings are reimbursed.
Name Age Position
---- --- --------
Mary K. Radomsky 59 President, Secretary, Treasurer, Director
Mary K. Radomsky became the sole officer and the sole director on June 7, 2006,
concurrent with the resignations of Messrs. Caldwell, Ferandell, Jordan,
Mangiarelli and van Adelsberg, as directors and the resignation of the Company's
sole officer, Richard Mangiarelli. Contemporaneously, Mary K. Radomsky was
elected as a director and as the sole officer of the Company.
MARY K. RADOMSKY serves as a director and as our President/CEO, Secretary and
Treasurer/CFO. Mary retired from the Baltimore County Police Department in 1998,
retiring after 16 years, where she served as the Executive Assistant to the
Office of the Area Commander for the Eastern District. Her duties included
administrative responsibilities for citizen complaints, internal affairs cases
and confidential personnel records, as well as monitoring assigned projects from
the Office. Following her retirement, Mary has worked as an Executive Assistant
and as an Administrative Assistant for a number of companies on a temporary
basis. For the past three years she has served as the Office Manager for MJ
Advanced Corporate Communications, Inc., a Baltimore-based financial public
relations company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered call of
our equity securities to file with the SEC initial statements of beneficial
ownership on Form 3, reports of changes in ownership on Form 4 and annual
reports concerning their ownership on Form 5. Executive officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file.
AUDIT COMMITTEE
Up to June 7, 2006, the Company had an audit committee, but that was effectively
dissolved as a result of the resignations of the former members (Messrs.
Caldwell, Ferandell, Jordan, and van Adelsberg). The Company does not currently
have a separately designated standing audit committee, rather Ms. Radomsky as
the sole director is acting as the Company's audit committee. See Item 8A above.
CODE OF ETHICS
The Company previously adopted a Code of Ethics which is focused on the
Company's former status as a BDC. Since termination of that status (see Item 1
above), the Company has not adopted a further Code of Ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer, or persons performing similar functions. The Company plans on adopting
such a code of ethics upon the consummation of an acquisition, so that the terms
thereof can meet the needs of the then current management structure and business
operations.
13
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
For their services for the fiscal year ended March 31, 2006 and for the period
from April 1, 2006 to June 7, 2006, when they resigned, the former directors
were not compensated for their services as directors. The Company does not
intend to compensate its current director, or any additional directors who may
be elected prior to the closing of any acquisition. During 2005 there were no
formal meetings of the Board of Directors; action was taken by written consent.
COMPENSATION OF MANAGEMENT
Name & Principal
Other
Position Year Salary Bonus Compensation
-------- ---- ------ ----- ------------
Richard Mangierelli 2006 $ 30,000(1) -0- -0-
President, Chief 2005 60,000(1) -0- -0-
Executive Officer 2004 -0- -0- -0-
Secretary and Chairman of the
Board of Directors
Jimmy Villabolos 2005 $ 30,000(1) -0- -0-
President (from NA NA NA NA
September 15, 2004
through June 17, 2005)
(1) Represents salary accrued but not paid during 2003 through 2006. These
liabilities have been settled and paid as of the date of this filing.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of June 23, 2006, information regarding the
beneficial ownership of shares of Common Stock by each person known by the
Company to own five percent or more of the outstanding shares of Common Stock,
by each of the Officers, by each of the Directors, and by the Officers and
Directors as a group. At the close of business on June 23, 2006, there were
7,215,034 shares issued and outstanding of record, as well as 2,635,978 shares
issuable in the event of the conversion privilege of the outstanding Amended and
Restated Debenture. However, by the terms of the Debenture, no conversion may be
made, within any sixty day period, where the shares to be issued exceed 4.99% of
the then issued and outstanding shares. Because of this limitation, the shares
issuable upon conversion of the Debenture have been omitted from the following
table.
Shares of Percentage
Common as of
Name and Address of Beneficial Owners Stock 06/23/2006 (1)
------------------------------------- --------- --------------
Mary K. Radomsky -0- -0-
219 Robwood Road
Baltimore, Maryland 21222
Richard Mangiarelli 1,260,000 17.5%
2820 La Mirada, Suite 4
Vista, CA 92081
All Directors and Officers as a Group (1 person) -0- -0-
----------
(1) Based on 7,215,034 shares issued and outstanding as of June 23, 2006;
however, such total included 175,000 shares issued in a transaction which was
subsequently rescinded, with the shares having been returned for cancellation
which was not yet effectuated.
14
CHANGES IN CONTROL
On June 7, 2006, an unrelated third party acquired the Restated and Amended
Debenture owned by Transnix Global Corporation, which represented the balance of
the indebtedness by the Company to Transnix in the principal amount of $102,345
and accrued interest of $16,274. In conjunction with the assignment of the
Debenture, all of the Company's directors (Messrs. Caldwell, Ferandell, Jordan,
Mangiarelli and van Adelsberg) and the Company's sole officer, Richard
Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was elected as a
director and as the sole officer of the Company.
It is assumed that the closing of an acquisition of an operating entity, if any,
will cause a further change in control and that the pre-acquisition shareholders
of the acquired entity will be in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On June 30, 2004, Richard Mangiarelli purchased 126,000,000 shares of Advanced
Healthcare common stock from its former President, Chief Executive Officer,
Director, and majority stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli
held approximately 52.5% of the issued and outstanding common stock of Advanced
Healthcare immediately after the transaction. In connection with this change in
control, Mr. Sanchez resigned as Advanced Healthcare's President and Chief
Executive Officer, Joel Rockwood resigned as its Vice President and Chief
Scientific Officer, and Michael MacArthur resigned as its Secretary. The board
of directors appointed Mr. Mangiarelli as the new President, Chief Financial
Officer, and Secretary. In addition, Mr. Sanchez, Mr. Rockwood, Virginia
Sanchez, Carmen Sanchez, and Joe V. Overcash resigned as directors of Advanced
Healthcare. The outgoing directors appointed Richard Mangiarelli to fill the
vacancies on the board. On June 30, 2004, we entered into a Release and
Indemnity Agreement with Johnny Sanchez, our former President, Chief Executive
Officer, Director, and majority stockholder, pursuant to which we sold the all
of our membership interest in NutraTek to Mr. Sanchez in exchange for Mr.
Sanchez's agreement to do the following: (a) release us from any and all claims
that Mr. Sanchez may have had against us; (b) indemnify us for any and all
claims against or liabilities of Global Resource that existed before June 30,
2004, and (c) to cooperate with and assist us in connection with our reporting
obligations or filing requirements under the Securities Act of 1933, as amended,
and Securities Exchange Act of 1934, as amended, and to deliver such other
instruments and take such other actions as may be reasonably requested by us in
order to carry out the intent of the agreement.
15
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
No. Description of Exhibit
------ ----------------------
2.2* Stock Purchase Agreement
3.1* Articles of Incorporation
3.2* Amended and Restated Bylaws
4.1* Form of Debenture
4.2* 2004 Stock Option Plan
10.1* Release and Indemnity Agreement
10.2* Operating Agreement for Well Renewal LLC
10.1* Pledge Agreement, dated November 18, 2005 between Global Resource
Corporation and Transnix Global Corporation
10.2* Agreement, dated December 15, 2005 between Global Resource Corporation
and Transnix Global Corporation.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
* Exhibit previously filed.
REPORTS ON FORM 8-K
There were no reports filed on Form 8-K filed during the fiscal year ended March
31, 2006.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During 2004 and 2005 the Company's principal accountants were HJ Associates &
Consultants, LLP.
16
AUDIT FEES
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the Company's principal accountants for the audit of the
Company's annual financial statements and review of financial statements
included in the Company's 10-QSB filings were: 2006 - $22,000 and 2005 -
$15,500.
AUDIT-RELATED FEES
None.
TAX FEES
None for 2006; $475 was paid for the preparation of the Company's tax return for
2005.
ALL OTHER FEES
None.
17
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL RESOURCE CORPORATION
By /s/ Mary K. Radomsky , President/CEO
-----------------------------
Mary K. Radomsky, C.E.O.
Date July 19, 2006
------------------------------
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By /s/ Mary K. Radomsky
-----------------------------
Mary K. Radomsky, C.E.O.
Date July 19, 2006
------------------------------
By /s/ Mary K. Radomsky
-----------------------------
Mary K. Radomsky, Director
Date July 19, 2006
------------------------------
18