UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 22, 2006
Global Resource Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-50944 84-156582
---------------------------- ----------------------- -------------------
(State or other jurisdiction Commission File Number) IRS Employer
of incorporation) Identification No.)
408 Bloomfield Drive, Unit #3, West Berlin, New Jersey 08091
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 767-5661
--------------
209 Robwood Road
Baltimore, Maryland 21222
-------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
(a) On September 22, 2006, the Company completed the acquisition of
substantially all of the assets and related development stage business from
Carbon Recovery Corporation, pursuant to the Plan and Agreement of
Reorganization filed as an Exhibit to Form 8-K filed on July 27, 2006.
(b) The assets acquired consisted of cash, certain equipment and machinery,
office furniture and equipment, a vehicle, and the license from MobileStream
Oil, Inc. The material asset is the license, as more specifically described at
I-3 below.
(c) The assets were acquired from Carbon Recovery Corporation, a New Jersey
corporation with offices located at Bloomfield Business Park, 408 Bloomfield
Drive, Unit #3, West Berlin, New Jersey 08091. Concurrent with the closing of
the acquisition, the Company has moved its offices to those of Carbon Recovery
Corporation, where its telephone number is (856) 767-5661 and its facsimile
number is (856) 767-5664. The assets were acquired in a transaction intended to
constitute a so-called "C" Reorganization under Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended. As required by such section, and the
applicable rules and regulations of the Internal Revenue Service, Carbon
Recovery Corporation is being dissolved.
(d) To acquire the assets of Carbon Recovery Corporation, the Company issued
shares of its common stock and its warrants. The Company issued 48,688,996
shares of its common stock to Carbon Recovery Corporation. The Company also
assumed the warrant liabilities (contractual liabilities) of Carbon Recovery
Corporation by issuing:
3,908,340 Class B Warrants
1,397,600 Class D Warrants
1,397,600 Class E Warrants
For a description of the Warrants see I-8 below.
(e) N/A
(f) Prior to the Closing, the Company was a shell company and, accordingly, is
filing the following information consistent with Form 10-SB:
I-1. DESCRIPTION OF BUSINESS.
Immediately prior to the Closing on September 22, 2006, the Company was a shell
corporation. With the acquisition of (i) the assets and (ii) the development
stage business from Carbon Recovery Corporation, the business of the Company is
now that of Carbon Recovery Corporation prior to the Closing. That business is:
(i) the construction of plants to exploit the technology licensed to it
by Mobilestream Oil, Inc.; and
(ii) the sub-licensing of third parties to exploit the technology
licensed to it by Mobilestream Oil, Inc.
For a description of the technology and the license, see "I-3 Description of
Property" below. Essentially, the technology (including the portion covered by
Mobilestream Oil, Inc.'s patent pending) is a method for decomposing
petroleum-based materials by subjecting them to variable frequency microwave
radiation at specifically selected frequencies for a time sufficient to at least
partially decompose the materials.
For example, the process decomposes waste tires into their components of carbon
black, scrap steel, and hydrocarbon liquid and gas. Since the tires are
manufactured with a combination of different grades of carbon black, the
collected carbon black product is a composite of 4 to 6 different grades. The
hydrocarbon liquid is not truly "oil". A tire is manufactured from hydrocarbons
(60%), and rubber and steel (40% together). The hydrocarbons used to make a tire
are "process oil". This "process oil" is a refined product, but with the
Company's technology it is broken into a gas which is then partially liquified.
The precise composition of the resulting condensed liquid is not known but it
has been tested and has a BTU content comparable to diesel fuel so the Company
believes that it can be readily sold for fuel value.
At the present time, the process is in a laboratory mode. There will have to be
a transition from the "one batch at a time" operation, used in the laboratory to
a "continuous feed" line in order to commercialize the process. Currently, the
continuous feed line is in the planning and design stage but, in general, covers
the following general steps:
1. Waste tires are fed into a tire chipper from either a stockpile or
directly from trucks unloading the tires into the chipper. The tires are chipped
into approximately 3" to 4" pieces.
2. These pieces are moved into a hopper which is designed to be a
reserve, at the beginning of the process, to maintain a continuous flow in the
event of a delay in the delivery of additional tires to the chipper.
3. The pieces are washed with a solution to remove dirt and road oil.
The solution is recycled to avoid environmental contamination from the road oil.
4. The pieces are again washed in a sonic-vibrated solution to further
remove dirt and road oil.
5. The pieces go through a dryer.
1
6. From the dryer the pieces are conveyed into an intermediate silo
which is designed to be a further reserve at the beginning of the actual
decomposition process, to maintain a continuous flow in the event of any problem
with the chipping and washing process steps.
7. Pieces are fed into the microwave reactor, which accepts a load,
locks, draws a vacuum, processes, unlocks and discharges the resulting
decomposed residue, which is carbon black and steel. Dust emitted when the
reactor discharges is collected and sent to a baghouse. Gases go to a heat
exchanger and are condensed to convert back to process oil. The process oil goes
to tanks for shipment to buyers. Approximately 10% of the gases will remain
uncondensed and will be recovered and sold as natural gas.
8. The reactor residue, consisting of the carbon black and steel, is
cooled and fed into a hopper for the first grinder. The steel is removed by
magnetic rail conveyors, to be collected and sold as scrap steel. The carbon
black is fed into a grinder and the size is reduced from an estimated 1/8"
diameter to approximately 100 microns.
9. The carbon black is transported by pneumatic tubes to a sifter which
reduces the size to approximately 20 to 50 microns. Particles over 50 microns
are recirculated.
10. The carbon black is moved pneumatically to a centrifugal feeder
sorter with a 2-ring system.
11. The smaller pieces are moved to a special bagging area. They are
put into 1 ton bags, but there is an optional arrangement to bag, label and
pelletize in smaller quantities.
12. The leftover goes to its own bagging area.
There are other potential applications for the microwave technology covered by
the license, in addition to the application for decomposing waste tires. These
include:
1. Stimulation of production of mature oil and gas wells ("stripper"
wells); 2. Reduction of hydrocarbons in drilling cuttings to permit
on-site disposal; 3. Volatilization of heavy or slurry oil; and 4.
Recovery of oil from oil shale and oil sands.
I-1 A. RISK FACTORS.
Global Resource Corporation, after the acquisition of the assets and business of
Carbon Recovery Corporation ("CRC"), is a small, development stage company. As
such it is subject to all of the risks and uncertainties of any such business.
Prior to the Closing, CRC had expended much of its efforts and funds on research
and development, both prior to and subsequent to, the filing of the patent
application. While the use of targeted microwave frequencies is not new
technology, as such, the determination of the frequencies to be used and the
implementation of that technology is. The process is still in a laboratory mode
and size. While the Company believes that its design of the proposed tire
disposal facility will be a successful commercial implementation of the process
developed in the laboratory, there can be no assurance of that. An actual
disposal facility line will have to be built and operated and de-bugged in
operation. Whether the line, as ultimately designed and operated, will be
profitable is uncertain.
While various potential buyers have expressed interest in purchasing the end
products of the decomposition process; e.g., carbon black, process oil and
"natural" gas; until the quality and composition of those end products, as
developed by actual operations, can be determined, it is highly unlikely that
any final purchase commitments will be made by anyone. Until then, there is
uncertainty about the market acceptance of those end products and the prices
which could be obtained.
The building of an actual line to implement the process is estimated to cost
$25,000,000. The Company does not have the financial means to construct such a
facility. The Company is exploring financing alternatives, ranging from state
government grants, industrial revenue bonds, institutional funding, other
private financing and the possibility of a public offering. The Company is
uncertain about its ability to secure the financing necessary.
As a small company, Global Resource Corporation is highly dependent upon the
efforts and abilities of its management. The loss of the services of any of them
could have a substantial adverse effect on it. The Company has purchased "Key
Man" insurance policies on only Frank Pringle (in the amount of $2,000,000) but
not on any other executives.
Prior to Closing, CRC has not had significant sales. It expects growth in its
sales to come primarily from sale of the end products of the waste tire
decomposition, licensing fees from third parties using the technology, as well
as similar revenues from the other applications of the licensed technology.
However, until the waste tire decomposition process is commercialized, proved
operational on a continuous feed process facility basis, and is profitable,
third parties are unlikely to want to license the technology. Likewise, until
the application of the technology to the other applications, such as shale oil,
is also proven, revenues from those applications are unlikely. The Company
cannot be certain about its ability to convince third parties, who may be, in
effect, competitors, to obtain a license to use its technology.
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To achieve its business goals, the Company must attract investment capital. It
is uncertain about its ability to attract sufficient capital to fund its growth,
and, it is uncertain about the costs of any financing which it might obtain.
The Company believes that so long as the cost for hydrocarbons increases, and as
the demand for United States sources increases, there will be a market for its
technology, subject to its being proven as cost efficient. Meeting that
requirement (of proof of cost efficiency) may take substantial financing which
the Company is not presently in a position to commit. Thus, the potential
revenues from the other applications of the technology is uncertain.
Although a patent application has been filed, there is no assurance that any
patent will, in fact, be issued, or, if a patent is issued, to what extent the
claims of the patent application will be allowed. In any event, the issuance of
a patent is not, in and of itself, an assurance of profitability. Furthermore,
while the issuance of a patent for the targeted frequencies may require that
others obtain a license for the use of such frequencies for the claimed
applications, there is still no assurance that the license fees to be obtained
will offset the costs of development, or otherwise return a profit.
The Company has recently completed a 100-to-1 reverse split of its common stock,
prior to Closing, substantially reducing its issued and outstanding common
stock. The shares being issued for the acquisition are restricted and being held
in a Liquidating Trust, which means that until they are registered with the
Securities and Exchange Commission they will not be marketable. Accordingly
there could be a demand for shares of the Company's common stock which could
increase the market price but, upon effectiveness of a registration statement
for the shares being held in trust, there could be a substantial number of
shares offered for sale which could deflate the market price.
I-2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company intends to continue the plan of operation developed by Carbon
Recovery Corporation and in effect at the time of the acquisition. With respect
to the waste tire disposal business, the Company is negotiating a lease for a 3
to 4 acre site, with a 135,000 sq. ft. building, at a former USX site in
Fairless Hills, Bucks County, Pennsylvania. While various types of financing are
being considered, the most likely source of financing will be industrial revenue
bonds. The first commercial tire disposal facility will be located in the
building. The Company expects to start the permitting process in the very near
future. The final design for the two-line facility is expected to be completed
in the near future (see description of process above in I-1). When the facility
has been built it will go through a de-bugging process while a stockpile of
waste tires is developed so as to permit a constant feed operation. It is the
intent that once the first facility has been shown to be commercially feasible,
third parties will be licensed for all future locations.
With respect to the other hydrocarbon applications of the technology, the
Company will continue its R&D in each of the areas and seek out joint venture
partners for field testing and ultimate licensing to users.
I-3 DESCRIPTION OF PROPERTY.
The assets acquired consist of cash, certain equipment and machinery, office
furniture and equipment, a vehicle, and the license from MobileStream Oil, Inc.
The most important assets acquired are (1) the laboratory equipment and
machinery and (2) the license.
The laboratory equipment and machinery include two custom-designed,
system-integrated microwave units capable of generating a spectrum of
frequencies within the ranges covered by the patent application together with
(a) integral computer systems to control the microwave processes, (b) heat
exchangers, (c) vacuum pumps, (d) gas chromatography/mass spectrometers
("CS/MS") and (e) peripheral laboratory equipment.
The license is an exclusive license for the technology embodied in the pending
patent application (technology developed by Frank Pringle and assigned to
Mobilestream Oil, Inc.) as well as any future amendments, improvements and
extensions, as well as an assignment of related trade secrets. The original
license covered the use of the technology for the disposal of waste tires. The
addition to the license, to date, covers the use of the technology for other
hydrocarbon- related applications, including:
1. Stimulation of production of mature oil and gas wells ("stripper"
wells);
2. Reduction of hydrocarbons in drilling cuttings to permit on-site
disposal;
3. Volatilzation of heavy or slurry oil; and
4. Recovery of oil from oil shale and oil sands.
3
I-4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of September 22, 2006 after Closing of the
acquisition, 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 September 22, 2006, there were 48,761,148 shares issued and
outstanding of record, as well as 6,703,540 shares issuable in the event of the
exercise of outstanding warrants.
NOTE: Pursuant to the requirements of Section 368(a)(1)(C) of the Internal
Revenue Code, Carbon Recovery Corporation ("CRC") will be liquidated and
dissolved. Normally, to liquidate CRC, the shares of the Company's common stock
issued to CRC for the acquisition of the CRC assets would be distributed to the
CRC stockholders. In this case, however, the shares were issued without
registration and cannot be distributed to the stockholders until they are
registered. Therefore, pending registration, the shares are being distributed to
a Liquidating Trust, as permitted by IRS rules and regulations. In order to
provide meaningful disclosure under this Item, the shares have been treated as
though distributed to the individual stockholders.
Shares of Percentage
Common as of
Name and Address of Beneficial Owners Stock 09/22/2006 (1)
------------------------------------- ------------------- ------------
Frank G. Pringle 37,619,000(2) 77.1%
8 Tallowood Drive
Medford, New Jersey 08053
Jeffrey J. Andrews -0-(3) -0-(3)
8 Cushman Road
Rosemount, Pennsylvania 19010
Carbon Recovery Corporation 48,688,996(4) 99.9%
Bloomfield Business Park
408 Bloomfield Drive, Unit 3
West Berlin, New Jersey 08091
Mobilestream Oil, Inc. 37,500,000(5) 77%
Bloomfield Business Park
408 Bloomfield Drive, Units 1 & 2
West Berlin, New Jersey 08091
All Directors and Officers as a Group (2 persons) 37,619,000(2), (3) 77.1%
-----------
(1) Based on 48,761,148 shares issued and outstanding as of September 22, 2006,
without including the shares issuable upon exercise of the warrants or
stock options.
(2) Includes 119,000 shares distributable from the liquidating trust as a
shareholder of Carbon Recovery Corporation and the 37,500,000 shares owned
by Mobilestream Oil, Inc., which he controls. Does not include 2,305,000
shares held by Lois Augustine-Pringle, his wife.
(3) Does not include common stock purchase options to purchase 200,000 shares
of the Company's Common Stock, 80% of which have not yet vested and are
therefore not exercisable.
(4) The 48,688,996 shares are the shares issued by the Company for the
acquisition of the assets.
(5) The 37,500,000 shares are the shares which will be issued to Mobilstream
Oil, Inc. for the 37,500,000 shares of Carbon Recovery Corporation held by
Mobilestream as consideration for the exclusive license issued for the
microwave technology.
4
I-5 DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. DIRECTORS
AND EXECUTIVE OFFICERS.
The position(s) held by each of our executive officers and Directors following
Closing on September 22, 2006 are shown in the following table. Biographical
information for each is set forth following the table. Our current Directors
were elected on September 22, 2006. Each Director serves for a one-year term and
until a successor is elected and has qualified. Currently, our Directors will
not be compensated for their services, although their expenses in attending
meetings held away from the corporate offices will be reimbursed.
Name Age Position
---- --- --------
Frank G. Pringle 63 Chariman of the Board of Directors,
President/CEO
Jeffrey J. Andrews 55 Director, Secretary/Treasurer, CFO
Frank G. Pringle is our Chariman of the Board and President/CEO. Mr. Pringle is
the inventor of the process and related apparatus covered by the patent pending
covering portions of the described technology. Frank attended Kent State from
1962 to 1963, Hiram College from 1963 to 1964, Lake Erie College from 1963 to
1964 and Towson State College from 1965 to 1966, majoring in Chemistry and
Mathematics. Since 1964: he has (i) designed and installed "turn key"
engineering operations for food, soft drink, brewery, glass and plastic
manufacturing plants, (ii) been a consultant to clients for previously designed
and and installed manufacturing plants, (iii) designed, built and managed the
operations of a plant for recycling glass, and (iv) since approximately 1999,
worked on the development of the licensed technology. Mr. Pringle is also the
Chairman of the Board and President/CEO of Mobilestream Oil, Inc., which is the
licensor of the Company's newly-acquired technology.
Jeffrey J. Andrews graduated from Villanova University in May, 1974 with a B.S.
in Accounting. He has been a C.P.A. in Pennsylvania since 1978. He commenced his
accounting career as an Audit Manager for a regional firm, over his career has
served as the Controller, Treasurer and/or CFO of various companies, and has had
experience in corporate restructurings and reorganizations as well as IPO's and
SEC periodic reporting. From April, 1999 to June, 2002 Jeff served as CFO of
Collectible Concepts Group, Inc., a public company. From June 2002 to October
2004, when he joined Carbon Recovery Corporation, Jeff was the Controller of
Encapsulation Systems Inc.
I-6 EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
For her services from June, 2006 to the Closing of the Plan and Agreement of
Reorganization, Mary Radomsky served as the sole director of the Company. She
served without compensation. Following her resignation and the change in
control, the new Board, consisting of Messrs. Pringle and Andrews, voted to
compensate Ms. Radomsky for her prior services, both as a director and as the
sole officer, with a payment of $1,000 in cash and the issuance of twenty-five
thousand (25,000) shares of the Company's Common Stock. Otherwise, our directors
are not compensated for their services as directors, although their expenses in
attending meetings are reimbursed. Since June, 2006 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 Executive 2005 60,000(1) -0- -0-
Officer, Secretary and 2004 -0- -0- -0-
Chairman of the
Board of Directors
Jimmy Villabolos 2005 $ 30,000(1) -0- -0-
President (from NA NA NA NA
September 22, 2004
through June 17, 2005)
Mary Radomsky 2006 -0- -0- -0-2
President (from
June 7, 2006 through
September 22, 2006)
_______________
(1) Represents salary accrued but not paid during 2003 through 2006. These
liabilities have been settled and paid.
(2) Does not include $1,000 and 25,000 shares of common stock awarded by the
new Board of Directors following Closing and her resignation.
5
I-7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The license to Carbon Recovery Corporation acquired by the Company is issued by
Mobilestream Oil, Inc., a corporation controlled by Frank G. Pringle, who owns
approximately 74% of its common stock. Mobilstream Oil, Inc. is the successor,
by merger to PSO Enterprises, Inc. which was the successor by merger to Careful
Sell Holding, L.L.C., a limited liability company owned by Frank Pringle and his
wife, Lois Augustine-Pringle which LLC was the transferee from Mr. Pringle of
the technology developed by him. Mobilestream Oil, Inc. owns 37,500.000 shares
of the Common Stock of Carbon Recovery Corporation, which equates to 77% of the
48,761,148 shares of Carbon Recovery Corporation issued and outstanding
following Closing. Thus, both Mobilestream Oil, Inc. and Carbon Recovery
Corporation are controlled by Frank G. Pringle.
I-8 DESCRIPTION OF SECURITIES
The Company's authorized capital structure consists of shares of Preferred
Stock, Common Stock, Stock Options and Common Stock Purchase Warrants. The
authorized classes, and the amount or number of each which are authorized and
outstanding as of September 22, 2006 are as follows:
CLASS AUTHORIZED OUTSTANDING
--------------- ---------- -----------
Preferred Stock 50,000,000 -0-
Common Stock 2,000,000,000 48,761,148
Stock Options 200,000 200,000
Warrants 6,703,540 6,703,540
PREFERRED STOCK
The 50,000,000 shares of Preferred Stock authorized are undesignated as to
preferences, privileges and restrictions. As the shares are issued, the Board of
Directors must establish a "series" of the shares to be issued and designate the
preferences, privileges and restrictions applicable to that series. To date, the
Board has not designated any series of Preferred Stock and no shares are issued
and outstanding.
COMMON STOCK
The Company's Articles of Incorporation provide for the issuance of
2,000,000,000 shares of Common Stock. Common Stock shareholders are entitled to
cast one vote for each share at all shareholders' meetings for all purposes,
including the election of directors. Holders share equally on a per share basis
in dividends that may be declared by the Board of Directors out of funds legally
available after dividend distributions to holders of Preferred Stock. Upon
liquidation or dissolution, any assets remaining after payment of creditors and
after distribution of accrued and unpaid dividends to holders of Preferred Stock
will be available for distribution to holders of the Company's Common Stock.
Shares of Common Stock are not redeemable, and have no conversion rights. The
Common Stock does not have cumulative voting rights, which means that the
holders of more than fifty percent of the Common Stock voting for election of
directors can elect one hundred percent of the directors of the Company if they
choose to do so. The Company, which is in a development stage and has no
earnings, has not paid any dividends on its Common Stock and it is not
anticipated that any dividends will be paid in the foreseeable future. In the
event of a voluntary or involuntary liquidation, all assets and funds of the
Company remaining after payments to the holders of Preferred Stock will be
divided and distributed among the holders of Common Stock according to their
respective shares. No holder of Common Stock has any preemptive or other right
to subscribe for or purchase any part of any new or additional issue of Common
Stock or securities convertible thereunto.
STOCK OPTIONS
In March 2005 Carbon Recovery Corporation issued a non-qualified Stock Option
Agreement to Jeffrey J. Andrews, the Treasurer and CFO for the purchase of
200,000 shares of CRC's Common Stock at a price of $1.00 per share. The options
are only exercisable when vested, and they vest at the rate of 40,000 shares a
year for 5 years. The option terminates in the event that Mr. Andrews'
employment is terminated for any reason, with a requirement that he exercise any
vested options within 3 months following such termination; otherwise the vested
options also terminate. If not otherwise terminated, the options terminate on
December 31, 2014. The Company has assumed the liability and is issuing an
identical option.
The Company anticipates issuing additional, similar options as it recruits
additional key employees.
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WARRANTS
The Company currently has issued and outstanding three (3) classes of Common
Stock Purchase Warrants designated as "B" Warrants, "D" Warrants, and "E"
Warrants. There are 3,908,340 Class "B" Warrants issued and outstanding, there
are 1,397,600 Class "D" Warrants issued and outstanding, and there are 1,397,600
Class "E" Warrants issued and outstanding. The Class "B" Warrants permit the
exercise to purchase one (1) share per Warrant, at an exercise price of $2.75
per share, and expire on September 21, 2007. The Class "D" Warrants permit the
exercise to purchase one (1) share per Warrant, at an exercise price of $2.75
per share, and expire on September 21, 2007. The Class "E" Warrants permit the
exercise, subject to the exercise by the holder of his corresponding "D"
Warrant, to purchase one (1) share per Warrant, at an exercise price of $4.00
per share, and expire on September 21, 2007.
DIVIDEND POLICY
The Company has not operated, has had no earnings or net profits, and has not
paid any cash dividends on its Common Stock and the Board of Directors has no
present intention of declaring any cash dividends. The declaration and payment
of dividends in the future will be determined by the Board of Directors in light
of conditions then existing, including the Company's earnings, financial
condition, capital requirements, and other factors. In light of the Company's
business plan, it is highly likely that all earnings and profits, if any, will
be reinvested in the growth of the business and that no dividends will be paid.
II-1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
Our Common Stock currently trades on the OTC Bulletin Board under the symbol
"GRBC". The chart below breaks down the high bid and the low bid prices (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
For the quarter ended June 30, 2006: .032 .015
Effective on August 14, 2006, the Common Stock was reverse split 100 to 1, so
that only 72,150 shares were then issued and outstanding. Subsequent to the
reverse split, the stock has not traded. On September 26, 2006 the offer and bid
prices for the Company's Common Stock were $1.80 and $1.20 respectively.
HOLDERS
As a result of the issuance of the 48,688,996 shares of Common Stock to acquire
the assets of Carbon Recovery Corporation, and assuming the ultimate
distribution of those shares to the shareholders of "CRC", the approximate
number of holders of record of our Common Stock, which is our only class of
common equity, is 548. There are approximately 470 shareholders with
certificates totaling 40,373 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.
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II-2 LEGAL PROCEEDINGS.
On September 8, 2006 the Company became aware of a lawsuit which had apparently
been filed on June 30, 2006 in the United States District Court for the Middle
District of North Carolina, docketed to Civil Action 1:06CV586 and captioned
Starr Consulting, Inc., Creative Gaming Consultants, Inc. and Thomas Pierson v.
Global Resources Corp., NutraTek LLC, Johnny Sanchez, Virginia Sanchez and
Richard Mangiarelli. Because of the move of the Company's offices from
California to Maryland service had not been effected. The suit seeks unspecified
damages and other relief related to actions of NutraTek LLC, Johnny Sanchez and
Virginia Sanchez at the time (12/4/03 to 6/30/04) when NutraTek LLC was
wholly-owned by the Company, then doing business as Advanced Healthcare
Technologies, Inc. Essentially the Complaint alleges that Mr. and Mrs. Sanchez,
then the officers of both the Company and of NutraTek, LLC, fraudulently induced
the plaintiffs to convert certain debt to equity in the Company, which equity
has subsequently become valueless. Mr. Mangiarelli was the purchaser of control
of the Company from the Sanchezes. The Company does not have sufficient details
about the suit to determine a final course of action, but is currently
discussing with the plaintiffs various alternatives for dealing with the
litigation, in which the Company as currently constituted has no interest.
On June 17, 2005, while we were being regulated as a BDC, the Division of
Investment Managment 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.
II-3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None.
II-4 RECENT SALES OF UNREGISTERED SECURITIES.
To acquire the assets and business of Carbon Recovery Corporation, the Company
issued 48,688,996 shares of its Common Stock and 3,908,340 "B" Warrants,
1,397,600 "D" Warrants, and 1,397,600 "E" Warrants. The Warrants were not part
of the consideration for the acquisition, as such; rather they were to effect
the assumption of Carbon Recovery Corporation's contractual liability to the
holders of Carbon Recovery Corporation's contractual liabilities in that regard.
All of the securities were issued pursuant to Section 4(2) of the Securities Act
of 1933, as amended. The securities were issued to a liquidating trust, which
will hold them pending the effectiveness of a registration statement which
permits the distribution of them.
II-5 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses that they may incur as
directors, officers, employees or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of the Section 78.7502. The indemnification and advancement of
expenses provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and
subject to certain conditions, the Company may make other or further
indemnification or advancement of expenses of any of its directors, officers,
8
employees or agents. Because neither the Articles of Incorporation, as amended,
or By-laws of the Company otherwise provide, notwithstanding the failure of the
Company to provide indemnification and despite a contrary determination by the
Board of Directors or its shareholders in a specific case, a director, officer,
employee or agent of the Company who is or was a party to a proceeding may apply
to a court of competent jurisdiction for indemnification or advancement of
expenses or both, and the court may order indemnification and advancement of
expenses, including expenses incurred in seeking court- ordered indemnification
or advancement of expenses if it determines that the petitioner is entitled to
mandatory indemnification pursuant to Section 78.7502(3) because he has been
successful on the merits, or because the Company has the power to indemnify on a
discretionary basis pursuant to Section 78.7502 or because the court determines
that the petitioner is fairly and reasonably entitled to indemnification or
advancement of expenses or both in view of all the relevant circumstances.
ARTICLES OF INCORPORATION AND BY-LAWS
The Articles of Incorporation and By-laws of the Company, as amended, of the
Company empower the Company to indemnify current or former directors, officers,
employees or agents of the Company or persons serving by request of the Company
in such capacities in any other enterprise or persons who have served by the
request of the Company is such capacities in any other enterprise to the full
extent permitted by the laws of the State of Nevada. Pursuant to Nevada law and
the Company's Articles of Incorporation and By-laws, officers and directors of
the Company (and former officers and directors) are entitled to indemnification
from the Company to the full extent permitted by law. The Company's Articles of
Incorporation and By- laws generally provide for such indemnification for claims
arising out of the acts or omissions of the Company's officers and directors in
their capacity as such, undertaken in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful. The conditions and extent of
indemnification are set forth in the Articles of Incorporation and By-laws of
the Company and in the Indemnity Agreements between the Company and each officer
and director.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
LIMITATION ON LIABILITY
As permitted by Nevada law, the Company's Articles of Incorporation provide that
a director of the Company shall not be personally liable for monetary damages
for a breach of fiduciary duty as such, except for liability (i) for any breach
of the director's duty of loyalty, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, or (iii)
for any transaction from which the director derived an improper personal
benefit. This provision is intended to afford the Company's directors additional
protection from, and limit their potential liability from, suits alleging a
breach of their duty of care. The Company believes this provision will assist it
in the future in securing the services of directors who are not employees of the
Company. As a result of the inclusion of such a provision, shareholders may be
unable to recover monetary damages against directors for actions taken by them
which constitute negligence or gross negligence or which are in violation of
their fiduciary duties although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to shareholders for any particular case, shareholders may
not have any effective remedy against the challenged conduct.
INDEMNITY AGREEMENT
In order to induce and encourage highly experienced and capable persons to serve
as directors and officers, the Company has entered into an Indemnity Agreement
with each director and officer presently serving the Company and will provide
the same agreement to future directors and officers as well as certain agents
and employees. The Agreement provides that the Company shall indemnify the
director and/or officer, or other person, when he or she is a party to, or
threatened to be made a party to, a proceeding by, or in the name of, the
Company. Expenses incurred by the indemnified person in any proceeding are to be
paid to the fullest extent permitted by applicable law. The Agreement may at
some time require the Company to pay out funds which might otherwise be utilized
to further the Company's business objectives, thereby reducing the ability of
the Company to carry out its projected business plans.
9
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
To acquire the assets and business of Carbon Recovery Corporation, the Company
issued 48,688,996 shares of its Common Stock and 3,908,340 "B" Warrants,
1,397,600 "D" Warrants, and 1,397,600 "E" Warrants. The Warrants were not part
of the consideration, as such; rather they were to effect the assumption of
Carbon Recovery Corporation's contractual liability to the holders of Carbon
Recovery Corporation's contractual liabilities in that regard. All of the
securities were issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended. The securities were issued to a Liquidating Trust, which will hold
them pending the effectiveness of a registration statement which permits the
distribution of them.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On September 22, 2006 the Company issued 48,688,996 shares of its Common Stock
to Carbon Recovery Corporation ("CRC") to acquire substantially all of the
assets of CRC. Immediately prior to the Closing, the Company had 72,152 shares
issued and outstanding, after a 100 to 1 reverse stock split effective on August
14, 2006. The 48,688,996 shares therefore represented 99.9% of the issued and
outstanding common stock after the Closing, at which point a total of 48,761,148
shares were issued and outstanding. Accordingly, control of the Company was
transferred to CRC. At Closing, Mary Radomsky, the sole director prior to the
Closing, resigned after first increasing the Board of Directors to two (2)
members and electing Frank G. Pringle, the CEO of CRC, as a member of the Board
of Directors to fill the vacancy created by the expansion of the Board. Upon Ms.
Radomsky's resignation, Mr. Pringle elected Jeffrey J. Andrews, the CFO of CRC,
as a member of the Board of Directors to fill the vacancy created by Ms.
Radomsky's resignation. At that point, the Board appointed Mr. Pringle as
Chairman of the Board and President/CEO and appointed Mr. Andrews as
Secretary/Treasurer and CFO.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
At Closing, Mary Radomsky, the sole officer and sole director prior to the
Closing, resigned. See Item 5.01 above.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.
See Item 2.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma financial information
-----------------------------------
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2006
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
INDEX TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
Page
----
Introduction to Unaudited Pro Forma Consolidated
Financial Statement 11
Balance Sheet - June 30, 2006 - Unaudited 12
Statement of Operations for the six months ended June 30, 2006 - Unaudited 13
Statement of Operations for the year ended December 31, 2005 - Unaudited 14
Notes to Financial Statement - Unaudited 15
10
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
INTRODUCTION TO UNAUDITIED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENT
The Unaudited Pro Forma Financial Information reflects financial information,
which gives effect to the execution of the Plan and Agreement of Reorganization,
dated July 26, 2006, between Global Resource Corporation, ("GRC") (a Nevada
corporation), and Carbon Recovery Corporation, ("CRC") (a New Jersey
corporation). On September 22, 2006, the holders of CRC's issued and outstanding
capital stock surrendered all of their issued and outstanding capital stock to
GRC in exchange for 48,688,996 shares of GRC common stock. The Pro Forma
Statement included herein reflects the above transaction, which has been
accounted for as a reverse merger (recapitalization) with CRC being deemed the
accounting acquirer and GRC being deemed the legal acquirer. Such financial
information has been prepared from, and should be read in conjunction with, the
unaudited consolidated June 30, 2006 financial statements of GRC included in its
Form 10-QSB filing, as well as in conjunction with CRC's audited financial
statements filed in GRC's Form-8K detailing the transaction.
The accompanying unaudited pro forma consolidated financial statement is
presented to illustrate the effects of the merger and reorganization on the
historical financial position and operating results of GRC and CRC. The
unaudited pro forma consolidated balance sheet as of June 30, 2006 gives effect
to the merger and reorganization as if it had occurred on that date, and
combines the respective balance sheets, as adjusted, at that date. The unaudited
pro forma consolidated statements of operations for the year ended December 31,
2005 and for the six months ended June 30, 2006 give effect to the merger and
reorganization as if it occurred at the beginning of the periods presented and
combines the respective statements of operations of GRC and CRC for the
respective periods.
The unaudited consolidated pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the operating results or
financial position that would have occurred if the merger and reorganization had
been consummated on the indicated dates, nor is it necessarily indicative of
future operating results. The pro forma adjustments are based on information
available at the time of this filing.
11
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
ASSETS
Global Carbon (1)
Resource Recovery Pro
Corporation Corporation Notes Adjustments Forma
------------ ------------ ----- ------------ ------------
CURRENT ASSETS
Cash $ 4 $ 717,341 $ (4) $ 717,341
Employee advances -- 1,000 -- $ 1,000
------------ ------------ ------------ ------------
Total current assets 4 718,341 (4) 718,341
------------ ------------ ------------ ------------
Fixed Assets, net of depreciation -- 36,630 -- 36,630
------------ ------------ ------------ ------------
OTHER ASSETS
Investments -- 10,000 -- 10,000
Deposit - equipment -- 254,216 -- 254,216
Intangible asset -- -- -- --
------------ ------------ ------------ ------------
Totl other assets -- 264,216 -- 264,216
------------ ------------ ------------ ------------
TOTAL ASSETS $ 4 $ 1,019,187 $ (4) $ 1,019,187
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 2,767 $ 181,146 $ (2,767) $ 181,146
Current portion - loan payable - vehicle -- 5,177 -- 5,177
Current portion - loan payable - equipment -- 12,333 -- 12,333
Accrued interest 16,953 -- (16,953) --
Liability for stock to be issued -- 94,340 -- 94,340
Derivative liablity, net of debt discount 157,213 -- (157,213) --
Convertible debentures 102,345 -- (102,345) --
------------ ------------ ------------ ------------
Total current liabilities 279,278 292,996 (279,278) 292,996
------------ ------------ ------------ ------------
LONG-TERM LIABILITIES
Loan payable - vehicle, net of current portion -- 11,845 1 11,845
Loan payable - equipment, net of current portion -- 55,313 -- 55,313
------------ ------------ ------------ ------------
Total long-term liabilities -- 67,158 -- 67,158
------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 7,215 -- (7,215) --
Subscription receivable -- (146,858) -- (146,858)
Additional paid-in capital 7,237,549 42,587,089 (7,237,549) 42,587,089
Discount on common stock -- (37,500,000) -- (37,500,000)
Accumulated deficit (7,472,843) -- 7,472,843 --
Deficit accumulated in the development stage (51,195) (3,899,698) 51,195 (3,899,698)
Deferred compensation -- (381,500) -- (381,500)
------------ ------------ ------------ ------------
Total stockholders' equity (deficit) (279,274) 659,033 279,274 659,033
------------ ------------ ------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4 $ 1,019,197 $ (4) $ 1,019,187
============ ============ ============ ============
(1) Represents reverse merger showing Carbon Recovery Corporation only.
See the accompanying notes to unaudited pro forma
consolidated financial statements.
12
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
Global Carbon
Resource Recovery Pro
Corporation Corporation Notes Adjustment Forma
------------ ------------ ----- ---------- ------------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
------------ ------------ ------------
GROSS PROFIT -- -- --
------------ ------------ ------------
OPERATING EXPENSES
Consulting fees -- 44,495 44,495
Compensation 40,000 -- 40,000
Professional fees 18,756 106,565 125,321
Marketing and commission expenses -- 44,505 44,505
Other general and administrative expenses 22,147 552,230 574,377
Research and development -- 466,667 466,667
Impairment of investment in real estate -- -- --
Depreciation expense -- 8,827 8,827
------------ ------------ ------------
Total Operating Expenses 80,903 1,223,289 1,304,192
------------ ------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSE) (80,903) (1,223,289) (1,304,192)
------------ ------------ ------------
OTHER INCOME (EXPENSE)
Loss on real estate - net -- -- --
Interest expense (4,065) (7,895) (11,960)
Interest income -- 7,041 7,041
Gain/(Loss) on derivative 16,026 -- 16,026
Gain on settlement of debt 17,747 -- 17,747
------------ ------------ ------------
Total Other Income (Expense) 29,708 (854) 28,854
------------ ------------ ------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES (51,195) (1,224,143) (1,275,338)
Provision for Income Taxes -- -- --
------------ ------------ ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (51,195) $ (1,224,143) $ (1,275,338)
============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.04) $ (0.03)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 7,215,000 46,510,878
============ ============
See the accompanying notes to unaudited pro forma
consolidated financial statements.
13
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
Global Carbon
Resource Recovery Pro
Corporation Corporation Notes Adjustment Forma
------------ ------------ ----- ---------- ------------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
------------ ------------ ------------
GROSS PROFIT -- -- --
------------ ------------ ------------
OPERATING EXPENSES
Consulting fees -- 198,911 198,911
Professional fees -- 221,297 221,297
Marketing and commission expenses -- 5,814 5,814
Other general and administrative expenses 118,771 832,710 951,481
Impairment of investment in real estate -- -- --
Depreciation expense -- 23,528 23,528
------------ ------------ ------------
Total Operating Expenses 118,771 1,282,260 1,401,031
------------ ------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSE) (118,771) (1,282,260) (1,401,031)
------------ ------------ ------------
OTHER INCOME (EXPENSE)
Loss on real estate - net -- (13,207) (13,207)
Interest expense (10,896) -- (10,896)
Interest income -- 4,298 4,298
Unrealized loss on investment (28,691) -- (28,691)
------------ ------------ ------------
Total Other Income (Expense) (39,587) (8,909) (48,496)
------------ ------------ ------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES (158,358) (1,291,169) (1,449,527)
Provision for Income Taxes -- -- --
------------ ------------ ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (158,358) $ (1,291,169) $ (1,449,527)
============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.02) $ (0.03)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 7,215,000 36,943,731
============ ============
See the accompanying notes to unaudited pro forma
consolidated financial statements.
14
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 - GENERAL
On September 15, 2006, Global Resource Corporation ("GRC") (a publicly held
corporation) entered into a Plan and Agreement of Reorganization with Carbon
Recovery Corporation ("CRC"), whereby, the holders of CRC's issued and
outstanding capital stock surrendered all of their issued and outstanding
capital stock to GRC in exchange for 48,688,996 shares of GRC common stock.
The above transaction has been accounted for as a reverse merger
(recapitalization) with CRC being deemed the accounting acquirer and GRC being
deemed the legal acquirer.
NOTE 2 - SUMMARY OF PRO FORMA ADJUSTMENTS
The pro forma adjustments included in the unaudited pro forma consolidated
financial statements for the six months ended June 30, 2006 and the year ended
December 31, 2005 are as follows:
(a) - To record reverse merger as described in the 8-K filing.
15
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
4.3 Warrant Issuance Resolution
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 bewteen Global Resource
Corporation and Transnix Global Corporation.
10.3* Plan and Agreement of Reorganization
10.4 Form of Indemnification Agreement
10.5** License Agreement
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.
** Exhibit to be filed by amendment
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GLOBAL RESOURCE CORPORATION
By: /s/ Frank G. Pringle
Dated: September 26, 2006
17