UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
COMMISSION FILE NO.: 000-50944
GLOBAL RESOURCE CORPORATION
(f/k/a Advanced Healthcare Technologies, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 84-1565820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9444 Waples Street, Suite 290
San Diego, CA 92121
(Address of principal executive offices)
Issuer's telephone number: (858) 646-7410
(Former name, former address and former
fiscal year, if changed since last report)
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | |
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 21, 2006, 72,151 shares of Global Resource's common stock were
outstanding.
Transitional Small Business Disclosure Format: Yes | | No |X|
EXPLANATORY NOTE
This quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being filed to amend
our quarterly report on Form 10-QSB for the quarter ended September 30, 2005
(the "Original Form 10-QSB"), which was originally filed with the Securities and
Exchange Commission ("SEC") on November 14, 2005. Accordingly, pursuant to rule
12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-QSB/A
contains complete text of Items 1, 2 and 3 of Part I and Items 2 and 4 of Part
II, as amended, as well as currently dated certifications from the Principal
Executive Officer and the Principal Financial Officer.
In connection with the review of the unaudited interim financial statements for
the six months ended September 30, 2005 and the fiscal year ended March 31,
2005, our external auditors noted that the Original Form 10-QSB did not reflect
the effects of the Company's reverse stock split of 100 to 1. The reverse stock
split became effective as of the close of trading on Friday, August 11, 2006.
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 its 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.
PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
GLOBAL RESOURCE CORPORATION
FINANCIAL STATEMENTS
September 30, 2005
F-1
GLOBAL RESOURCE CORPORATION
BALANCE SHEETS
ASSETS
September 30, March 31,
2005 2005
----------- -----------
(Unaudited)
(Restated) (Restated)
CURRENT ASSETS
Cash $ 155 $ 175
----------- -----------
Total Current Assets 155 175
----------- -----------
OTHER ASSETS
Investments (Note 6) 35,555 57,073
----------- -----------
Total Other Assets 35,555 57,073
----------- -----------
TOTAL ASSETS $ 35,710 $ 57,248
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 35,454 $ 5,438
Accounts payable - related party 54,004 52,795
Accrued expenses - related party 500 --
Wages payable 170,000 150,000
Accrued interest 10,232 4,716
Derivative liability 256,833 168,896
Convertible debentures, net of $18,591
debt discount at March 31, 2005 137,900 119,309
----------- -----------
Total Current Liabilities 664,923 501,154
----------- -----------
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, 72,151 shares
issued and outstanding 72 72
Additional paid-in capital 6,892,663 6,887,163
Accumulated deficit (7,521,948) (7,331,141)
----------- -----------
Total Stockholders' Deficit (629,213) (443,906)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 35,710 $ 57,248
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
GLOBAL RESOURCE CORPORATION
SCHEDULE OF INVESTMENTS
(Unaudited)
Description Percent
Company of Business Ownership Cost Fair Value Affiliation
------- ----------- --------- ---- ---------- -----------
Well Renewal, LLC Oil Wells 50% $150,000 $ 35,555(1) Yes
(1) Fair value determined by the Company's Board of Directors using the
following formula: Net assets of $71,110 multiplied by percent ownership of 50%
equals $35,555.
See also Note 6 for further explanation on the Company's methods of determining
fair values.
The accompanying notes are an integral part of these financial statements.
F-3
GLOBAL RESOURCE CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
For the three For the six
months ended months ended
September 30, September 30,
---------------------------- ----------------------------
2005 2004 2005 2004
----------- ----------- ----------- -----------
(Restated) (Restated) (Restated) (Restated)
REVENUES $ -- $ -- $ -- $ --
COST OF GOODS SOLD -- -- -- --
---------- ----------- ----------- -----------
GROSS PROFIT -- -- -- --
OPERATING EXPENSES 38,320 51,144 57,245 51,144
---------- ----------- ----------- -----------
LOSS FROM OPERATIONS (38,320) (51,144) (57,245) (51,144)
OTHER INCOME (EXPENSE)
Interest Expense (2,758) -- (24,107) --
Gain (loss) on derivative 9,157 -- (87,937) --
Unrealized loss on Investment (4,602) -- (21,518) --
---------- ----------- ----------- -----------
Total Other Income (Expense) 1,797 -- (133,562) --
LOSS BEFORE
DISCONTINUED OPERATIONS (36,523) (51,144) (190,807) (51,144)
---------- ----------- ----------- -----------
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 5) -- -- -- (116,946)
---------- ----------- ----------- -----------
NET LOSS $ (36,523) $ (51,144) $ (190,807) $ (168,090)
========== =========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE
Continuing Operations $ (0.51) $ (2.13) $ (2.64) $ (2.13)
Discontinued Operations -- -- -- (4.87)
----------- ----------- ----------- -----------
Total Loss per Share $ (0.51) $ (2.13) $ (2.64) $ (7.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 72,151 24,000 72,151 24,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
GLOBAL RESOURCE CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months
ended September 30,
--------------------------
2005 2004
----------- -----------
(Restated) (Restated)
CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (190,807) $ (168,090)
Adjustments to reconcile net loss to
net cash used by operating activities:
Unrealized loss on investment 21,518 --
Depreciation and amortization -- 509
(Gain) / Loss on derivative 87,937 --
Interest expense on debt discount amortization 18,591 --
Contributed services 5,500 --
Changes in assets and liabilities:
Increase in accounts payable and accounts
payable - related party 31,225 26,144
Increase in accrued expenses and accrued
expenses - related party 26,016 25,000
Changes in discontinued assets
and liabilities -- 106,679
----------- -----------
Net Cash Used by Operating Activities (20) (9,758)
----------- -----------
Net Cash Used by Investing Activities -- --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash used for partner draw -- (12,006)
Cash contributed by former officer -- 20,000
Proceeds from issuance of note payable -- 15,500
Change from cash overdraft -- (13,736)
Proceeds from convertible debenture -- --
----------- -----------
Net Cash Provided by Financing
Activities $ -- $ 9,758
----------- -----------
The accompanying notes are an integral part of these financial statements.
F-5
GLOBAL RESOURCE CORPORATION
STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
For the six months
ended September 30,
--------------------------
2005 2004
(Restated) (Restated)
----------- -----------
NET DECREASE IN CASH (20) --
CASH AT BEGINNING OF PERIOD 175 --
----------- -----------
CASH AT END OF PERIOD $ 155 $ --
=========== ===========
CASH PAID FOR
Interest $ -- $ --
Income taxes $ -- $ --
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Contributed capital by shareholders $ 5,500 $ 247,546
The accompanying notes are an integral part of these financial statements.
F-6
GLOBAL RESOURCE CORPORATION
Notes to the Financial Statements
September 30, 2005
NOTE 1 - FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 2005 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March 31, 2005 audited
financial statements. The results of operations for the period ended September
30, 2005 are not necessarily indicative of the operating results for the full
year.
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, the Company has become a Development Stage
Company. Although we became a Development Stage Company on December 15, 2005,
the from inception disclosures on the Statement of Operations and the Statement
of Cash Flows will begin January 1, 2006.
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 periods ended September 30, 2005
and 2004 have been restated to effect the changes described above. The impact of
the adjustments related to the classification of and the accounting for the
conversion features for the quarters ended September 30, 2005 and 2004 are
summarized below:
F-7
STATEMENT OF OPERATIONS
SIX MONTHSENDED
AS PREVIOUSLY SEPTEMBER 30, 2005
REPORTED ADJUSTMENT AS RESTATED
-------- ---------- -----------
Gross profit $ 0 $ -- $ 0
Operating expenses 57,245 -- 57,245
--------- ---------- ---------
Loss from operations (57,245) -- (57,245)
Non operating income (expense)
Interest expense (5,516) (18,591)(A) (24,107)
Loss on investment valuation (21,518) -- (21,518)
Loss on derivative liability -- (87,937)(B) (87,937)
--------- ---------- ---------
Total non-operating income (expense) (27,034) (106,528) (133,562)
Loss before minority interest, income taxes,
and discontinued operations (84,279) (106,528) (190,807)
--------- ---------- ---------
Loss from discontinued operations -- -- --
Net income (loss) $ (84,279) $(106,528) $(190,807)
========= ========== =========
Basic and diluted income (loss) per share $ (1.17) $ (1.47)(C) $ (2.64)
Weighted average shares outstanding 72,151 72,151
(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 SEPTEMBER 30,
2005.
(C) TO REFLECT BASIC AND DILUTED LOSS PER SHARE BASED UPON CORRECTED NET
INCOME.
F-8
BALANCE SHEET IMPACT
In addition to the effects on GRSU's September 30, 2005 statement of operations
discussed above, the restatement impacted GRSU's balance sheet as of September
30, 2005. The following table sets forth the effects of the restatement
adjustments on GRSU's balance sheet as of September 30, 2005:
SEPTEMBER 30,
2005 SEPTEMBER 30
AS PREVIOUSLY 2005
REPORTED ADJUSTMENT (RESTATED)
----------- ----------- -----------
ASSETS
Current assets
Cash and equivalents $ 155 $ -- $ 155
----------- ----------- -----------
Total current assets 155 -- 155
Investment in Well Renewal, LLC 35,555 -- 35,555
----------- ----------- -----------
Total assets $ 35,710 $ -- $ 35,710
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts Payable $ 35,454 $ -- $ 35,454
Accounts payable - related party 54,004 -- 54,004
Accrued expenses 180,732 -- 180,732
Debt discount -- (155,000)(A) --
155,000 (B)
Derivative liability -- 282,086 (C) 256,833
(25,253)(D)
Convertible debentures 137,900 -- 137,900
----------- ----------- -----------
Total current liabilities 408,090 256,833 664,923
----------- ----------- -----------
Total liabilities $ 408,090 $ 256,833 $ 664,923
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 (7,143)(g) 72
72,151 shares issued and outstanding
Additional paid in capital 7,065,520 (172,857)(e) 6,892,663
Accumulated deficit (7,445,115) (76,833)(f) (7,521,948)
----------- ----------- -----------
Total stockholders' deficit (372,380) (256,833)(g) (629,213)
----------- ----------- -----------
Total liabilities and stockholders' deficit $ 35,710 $ -- $ 35,710
(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.
(D) TO RECORD GAIN OF $25,253 ON DERIVATIVES BASED UPON FAIR VALUES AT
SEPTEMBER 30, 2005.
(E) TO REDUCE PAID IN CAPITAL FOR REVERSAL OF THE BENEFICIAL CONVERSION
FEATURE IMPACT .
(F) TO REFLECT AGGREGATE EFFECT OF INCOME STATEMENT ADJUSTMENTS.
(G) TO REFLECT THE 100 TO 1 REVERSE STOCK SPLIT.
STATEMENT OF OPERATIONS
SIX MONTHSENDED
AS PREVIOUSLY SEPTEMBER 30, 2004
REPORTED ADJUSTMENT AS RESTATED
-------- ---------- -----------
Gross profit $ 0 $ -- $ 0
Operating expenses 76,144 (25,000)(A) 51,144
--------- --------- ---------
Loss from operations (76,144) 25,000 (51,144)
Loss before minority interest, income taxes,
and discontinued operations (76,144) 25,000 (51,144)
Loss from discontinued operations (116,946) -- (116,946)
--------- --------- ---------
Net income (loss) $(193,090) $ 25,000 $(168,090)
========= ========= =========
Basic and diluted income (loss) per share $ (8.05) $ 1.05 $ (7.00)
Weighted average shares outstanding 24,000 24,000
(A) CHANGE DUE TO REVERSING THE IMPACT OF AMORTIZATION OF DEBT DISCOUNT
RELATED TO THE BENEFICIAL CONVERSION FEATURE.
F-9
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 derivative." 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 quarter ended September 30, 2005.
The impact of the application of SFAS 133 and EITF 00-19 on the balance sheet as
of September 30, 2005 and the impact on the statements of operations as of
September 30, 2005 are as follows:
MARCH 31, SEPTEMBER 30, LOSS
2005 2005
Derivative liability - debentures $168,896 $256,833 $ 87,937
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 was 328% during the year ended September 30,
2005. 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 year ended September 30, 2005.
ISSUE DATE VOLATILITY RISK FREE MARKET PRICE TERM IN MONTHS
RATE
At Issuance date for:
November 2004 Debentures 11/4/2004 457% 2.34% $ 0.035 5 mos.
January 2005 Debentures Warrants 1/7/2005 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
2 2005 2005
September 30, 2005 328% 4.01% $ 0.014
NOTE 5 - DISCONTINUED OPERATIONS
On June 30, 2004, the Company's CEO entered into an agreement to sell 1,260 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. All assets were associated with the discontinued
operations as well as all of the liabilities except for $247,546 which was
associated with Advanced.
F-10
GLOBAL RESOURCE CORPORATION
Notes to the Financial Statements
September 30, 2005
NOTE 5 - DISCONTINUED OPERATIONS (CONTINUED)
The net loss from discontinued operations for the three months ended June 30,
2004 are the operations of NutraTek for the three months ended March 31, 2004
because the spin off of NutraTek took place three months after Advanced
Healthcare Technologies, Inc.'s year end and NutraTek had a December 31 year
end, therefore three months after NutraTek's year end would be March 31, 2004.
For the three
months ended
March 31, 2004
-----------
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 $ (4.87)
===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 24,000
===========
F-11
GLOBAL RESOURCE CORPORATION
Notes to the Financial Statements
September 30, 2005
NOTE 6 - INVESTMENTS
The Company currently has a 50% investment in Well Renewal, LLC. The Company
paid $150,000 for a 50% controlling interest in Well Renewal, LLC on January 11,
2005. The business plan of Well Renewal is to obtain revenues via the management
and operation of thirty oil wells located in Oklahoma.
As required by ASR 118, the investment committee of the company is required to
assign a fair value to all investments. To comply with Section 2(a)(41) of the
Investment Company Act and Rule 2a-4 under the Investment Company Act, it is
incumbent upon the board of directors to satisfy themselves that all appropriate
factors relevant to the value of securities for which market quotations are not
readily available have been considered and to determine the method of arriving
at the fair value of each such security. To the extent considered necessary, the
board may appoint persons to assist them in the determination of such value, and
to make the actual calculations pursuant to the board's direction. The board
must also, consistent with this responsibility, continuously review the
appropriateness of the method used in valuing each issue of security in the
company's portfolio. The directors must recognize their responsibilities in this
matter and whenever technical assistance is requested from individuals who are
not directors, the findings of such intervals must be carefully reviewed by the
directors in order to satisfy themselves that the resulting valuations are fair.
No single standard for determining "fair value....in good faith" can be laid
down, since fair value depends upon the circumstances of each individual case.
As a general principle, the current "fair value" of an issue of securities being
valued by the board of directors would appear to be the amount which the owner
might reasonably expect to receive for them upon their current sale. Methods
which are in accord with this principle may, for example, be based on a multiple
of earnings, or a discount from market of a similar freely traded security, or
yield to maturity with respect to debt issues, or a combination of these and
other methods. Some of the general factors which the directors should consider
in determining a valuation method for an individual issue of securities include:
1) the fundamental analytical data relating to the investment, 2) the nature and
duration of restrictions on disposition of the securities, and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and sold. Among the more specific factors which are to be considered are: type
of security, financial statements, cost at date of purchase, size of holding,
discount from market value of unrestricted securities of the same class at time
of purchase, special reports prepared by analysis, information as to any
transactions or offers with respect to the security, existence of merger
proposals or tender offers affecting the securities, price and extent of public
trading in similar securities of the issuer or comparable companies, and other
relevant matters.
F-12
GLOBAL RESOURCE CORPORATION
Notes to the Financial Statements
September 30, 2005
NOTE 6 - INVESTMENTS (CONTINUED)
The board has arrived at the following valuation method for its investments.
Where there is not a readily available source for determining the market value
of any investment, either because the investment is not publicly traded, or is
thinly traded, and in absence of a recent appraisal, the value of the investment
shall be based on the following criteria:
1. Total amount of the Company's actual investment ("AI"). This amount shall
include all loans, purchase price of securities, and fair value of securities
given at the time of exchange. 2. Total revenues for the preceding twelve months
("R").
3. Earnings before interest, taxes and depreciation ("EBITD") 4. Estimate of
likely sale price of investment ("ESP") 5. Net assets of investment ("NA") 6.
Likelihood of investment generating positive returns (going concern).
The estimated value of each investment shall be determined as follows:
- Where no or limited revenues or earnings are present, then the value shall be
the greater of the investment's a) net assets, b) estimated sales price, or c)
total amount of actual investment. - Where revenues and/or earnings are present,
then the value shall be the greater of one time (1x) revenues or three times
(3x) earnings, plus the greater of the net assets of the investment or the total
amount of the actual investment. - Under both scenarios, the value of the
investment shall be adjusted down if there is a reasonable expectation that the
Company will not be able to recoup the investment or if there is reasonable
doubt about the investment's ability to continue as a going concern. - The Board
reserves the right to hire an independent, certified appraiser to assist with
establishing a valuation of portfolio investments. Barring any extraordinary
factors, a certified appraised value shall be used when available.
Based on the previous methodology, the Company determined that its investment in
Well Renewal, LLC was to be valued at $57,073 on the date of investment.
Accordingly during 2004 a loss on the investment valuation of $92,927 was
recorded. As of September 30, 2005, the Company determined that the value of
their investment had decreased to $35,555, therefore an unrealized loss on
investment was recorded in the amount of $21,518.
The Company has not retained independent appraisers to assist in the valuation
of the portfolio investments because the cost was determined to be prohibitive
for the current levels of investments.
NOTE 7 - MATERIAL EVENTS
On June 17, 2005 Jimmy Villalobos resigned as president of the Company.
F-13
GLOBAL RESOURCE CORPORATION
Notes to the Financial Statements
September 30, 2005
NOTE 8 - COMMITMENTS AND CONTINGENCIES
From September 27, 2004 through December 6, 2004, the Company issued
approximately 48,150 shares of common stock (the "Shares") 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 thereunder.
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.
NOTE 9 - RELATED PARTY TRANSACTIONS
During the quarter ended June 30, 2005, 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.
During the quarter ended September 30, 2005, shareholders of the company
maintained office space and provided services that resulted in rent expense of
$500 and payroll expense of $20,000. Both of these amounts were recorded as
accrued liabilities in the Accrued Liabilities - Related Party balance and in
the Wages Payable balance, respectively.
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. Subsequent to June 30, 2006, 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 interest related to the debenture and the accounts payable.
Accordingly, as of July 11, 2006, the Company has no liabilities other than the
debenture and the account payable balance. 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.
On July 31, 2006, the Board of Directors of the Company declared a 100 to 1
reverse stock split of the Company's common stock. The reverse stock split is
effective as of the close of trading on Friday, August 11, 2006.
F-14
ITEM 2 - PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with our
unaudited consolidated condensed financial statements and related notes included
in this report. This report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The statements
contained in this report that are not historic in nature, particularly those
that utilize terminology such as "may," "will," "should," "expects,"
"anticipates," "estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.
Various risks and uncertainties could cause actual results to differ materially
from those expressed in forward-looking statements. All forward-looking
statements in this document are based on information currently available to us
as of the date of this report, and we assume no obligation to update any
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.
CHANGE OF CONTROL
On June 30, 2004, Richard Mangiarelli purchased 1,260 shares of Global Resource
common stock from its former President, Chief Executive Officer, Director, and
majority stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli then held
approximately 52.5% of the issued and outstanding common stock of Global
Resource.
In connection with this change in control, Mr. Sanchez resigned as our President
and Chief Executive Officer, Joel Rockwood resigned as our Vice President and
Chief Scientific Officer, and Michael MacArthur resigned as our 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
Global Resource. 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 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 Global Resource in connection with its 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.
Immediately after the spin-off of NutraTek, Global Resource had no operations.
Before the change of control described above, Global Resource's principal
business and operations were those of NutraTek. NutraTek researched, developed,
and thereafter contracted with third parties to manufacture its own line of
nutritional dietary supplements, functional food products and natural
sweeteners.
Global Resource's new management decided to terminate the nutritional products
business and elected to become a business development company. As a business
development company, Global Resource will focus on making investments in
securities, and making available significant managerial assistance with respect
to the issuers of such securities, of companies that meet the following
criteria:
A. is organized under the laws of, and has its principal place of business in,
one of the states of the United States;
B. is not an investment company, as defined in the Investment Company Act of
1940; and
C. satisfies one of the following:
1. it does not have any class of securities with respect to which a member of a
national securities exchange, broker, or dealer may extend or maintain credit to
or for a customer pursuant to rules or regulations adopted by the Board of
Governors of the Federal Reserve System under section 7 of the Securities
Exchange Act of 1934;
3
2. it is controlled by a business development company, either alone or as part
of a group acting together, and such business development company in fact
exercises a controlling influence over the management or policies of such
eligible portfolio company and, as a result of such control, has an affiliated
person who is a director of such eligible portfolio company;
3. it has total assets of not more than $ 4,000,000, and capital and surplus
(shareholders' equity less retained earnings) of not less than $ 2,000,000,
except otherwise allowed by the Securities and Exchange Commission; or
4. it meets such other criteria as management may establish consistent with the
rules and regulations of the Securities and Exchange Commission.
To date, we have made one investment in Well Renewal LLC. Well Renewal manages
and operates oil wells in Oklahoma by utilizing a nitrogen and carbon dioxide
gas injection unit to "pump up" and re-pressure the wells to increase oil
output. At September 30, 2005, our investment in Well Renewal, valued at
approximately $35,555, with a cost of $150,000, consisted of the purchase of a
50% interest in Well Renewal LLC.
We are currently evaluating additional prospective eligible portfolio companies
for investment and intend to continue to do so over the next twelve months. In
that time period, we intend to hire from six to up to fifty employees, depending
on the nature of the portfolio companies in which we invest. We have established
a stock option plan in order to attract and retain employees and to provide
employees who make significant and extraordinary contributions to our long-term
growth and performance with equity-based compensation incentives.
We intend to retain any future earnings to finance the expansion of our business
and any necessary capital expenditures, and for general corporate purposes.
LIQUIDITY AND CAPITAL RESOURCES
We currently have limited working capital with which to satisfy our cash
requirements, and we will require additional capital in order to conduct
operations. We anticipate that we will require at least $250,000 in additional
working capital in order to sustain operations for the next 12 months. This
requirement may increase substantially, depending on the nature and capital
requirements of the business opportunities it elects to pursue.
In order to obtain working capital, from October, 2004 to January, 2005, we
issued convertible debentures in the aggregate principal amount of $155,000 in a
private placement. The notes are due approximately five (5) months after
issuance and bear interest at a rate of eight percent (8%). The notes are
convertible into shares of our common stock, at the option of either us or the
holder of the note, at a floating conversion price of fifty percent (50%) of the
closing bid price per share on the day of conversion, or at the lowest price
allowable as set by us in an effective registration statement or exemption
notification as filed with the Securities and Exchange Commission. We are
obligated to register the resale of the shares of common stock issuable upon
conversion of the debenture under the Securities Act of 1933, as amended, or to
otherwise provide an acceptable exemption to registration under Regulation E of
the Securities Act of 1933, as amended.
In addition, in September 2004, we commenced an offering of our common stock
pursuant to Regulation E of the Securities Act of 1933, as amended. Pursuant to
this offering, we have sold 12,200 shares of common stock for $12,200, and
holders of the debentures referenced above have converted, in the aggregate,
approximately $17,100 of principal and interest due thereunder into 35,950
shares of our common stock. Since that time, the issuance of a convertible
debenture in the principal amount of $25,000 to Javelin Holdings for services
rendered has been rescinded by mutual agreement between us and Javelin Holdings.
Separate from the convertible debenture, 1,750 shares were issued for consulting
expenses of $875.
4
In January 2005, we amended this offering to reduce the range of the price per
share of the offering. The Division of Investment Management of the Securities
and Exchange Commission ("SEC") has delivered comments to Global Resource
regarding this amended offering, and Global Resource is currently working with
the Division of Investment Management to address these comments. We will not
issue any shares in reliance on Regulation E until all comments from the SEC are
resolved. This offering may not provide Global Resources with the capital
necessary to fund its operations. In the interim, we will continue to seek
additional forms of capital and our management may provide additional financing
as required.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet financing arrangements.
ITEM 3 - CONTROLS AND PROCEDURES
Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange
Commission. Our Chief Executive Officer and Chief Financial Officer has reviewed
the effectiveness of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the last
ninety days and has concluded that the disclosure controls and procedures are
effective to ensure that material information relating to Global Resource
Corporation is recorded, processed, summarized, and reported in a timely manner.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the last day they
were evaluated by our Chief Executive Officer and Chief Financial Officer.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. As a small organization, the effectiveness of
our controls heavily depends on the direct involvement of our Chief Executive
Officer and Chief Financial Officer.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From September 27, 2004 through December 6, 2004, we issued approximately 48,150
shares of common stock, of which 12,200 were issued for cash and 35,950 were
issued upon conversion of certain outstanding convertible debentures. We did not
register these shares under the Securities Act of 1933, as amended, in reliance
on various exemptions from registration, including, but not limited to, Section
3(b) of the Securities Act and Regulation E promulgated thereunder.
Since that time, the issuance of a convertible debenture in the principal amount
of $25,000 to Javelin Holdings for services rendered has been rescinded by
mutual agreement between us and Javelin Holdings. . Separate from the
convertible debenture, 1,750 shares were issued for consulting expenses of $875.
On June 17, 2005, the Division of Investment Management at the Securities &
Exchange Commission advised us that it is the view of the Division that we
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 us that, in the view of the Division, it appears that the
issuance of the Shares violated Section 5 of the Securities Act. We advised the
Division that it is 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 the issuance of the Shares
did not violate Section 5 of the 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, the SEC has not, to our knowledge, 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.
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ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
(a) None.
(b) None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
(a) None.
(b) None.
ITEM 6 - EXHIBITS
Item
No. Description Method of Filing
--- ----------- ----------------
31.1 Certification of Frank G. Pringle pursuant to Filed electronically herewith.
Rule 13a-14(a)
31.2 Certification of Jeffrey J. Andrews pursuant Filed electronically herewith.
to Rule 13a-14(a)
32.1 President and Chief Executive Officer Certification Filed electronically herewith.
Certification pursuant to 18 U.S.C. ss. 1350 adopted
pursuant to Section 906 of the Sarbanes Oxley Act of
2002
32.1 Chief Financial Officer Certification pursuant to Filed electronically herewith.
18 U.S.C. ss. 1350 adopted pursuant to Section 906
of the Sarbanes Oxley Act of 2002
6
SIGNATURES
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 thereunto duly authorized.
GLOBAL RESOURCE CORPORATION
October 31, 2006 /s/ Frank G. Pringle
------------------------------------
Frank G. Pringle
President and
Chief Executive Officer
7