SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2006
------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ____________
Commission file number 000-50944
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Global Resource Corporation
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1565820
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Bloomfield Business Park, 408 Bloomfield Drive,
Unit 3, West Berlin, New Jersey 08091
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(Address of principal executive offices)
(856) 767-5661
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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1
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes X No
------- -------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 51,347,122 shares of common stock,
par value $0.001 were outstanding at November 13, 2006.
Transitional Small Business Disclosure Format (check one):
Yes No X
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2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Condensed Balance Sheet
September 30, 2006
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 291,568
Prepaid expenses 18,500
----------------
TOTAL CURRENT ASSETS 310,068
----------------
Fixed Assets, net of depreciation 355,735
----------------
OTHER ASSETS
Investments 45,000
----------------
TOTAL ASSETS $ 710,803
================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 174,384
Current portion - loan payable - equipment 12,644
----------------
TOTAL CURRENT LIABILITIES 187,028
----------------
LONG-TERM LIABILITIES
Loan payable - equipment, net of current portion 52,071
----------------
Total long-term liabilities 52,071
----------------
STOCKHOLDERS' EQUITY
Common stock, .001 par value; 2,000,000,000 shares authorized,
51,468,074 shares issued and outstanding
at September 30, 2006 51,468
Subscription receivable (975,030)
Additional paid-in capital 6,470,353
Deficit accumulated in the development stage (4,720,837)
Deferred compensation (354,250)
----------------
Total stockholders' equity 471,704
----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 710,803
================
The accompanying notes are an integral part of these condensed financial statements.
3
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ ----------------- JULY 19, 2002
(INCEPTION)
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, TO
2006 2005 2006 2005 SEPTEMBER 30, 2006
------------- ------------- ------------- ------------- ------------------
REVENUES $ - $ - $ - $ - $ -
COST OF SALES - - - - -
------------- ------------- ------------- ------------- -------------
GROSS PROFIT - - - - -
------------- ------------- ------------- ------------- -------------
OPERATING EXPENSES
Consulting fees 110,232 13,564 154,727 162,815 1,145,234
Professional fees 49,105 30,407 155,670 163,891 475,232
Other general and administrative expenses 295,598 154,240 892,333 536,242 2,142,913
Development 350,000 - 816,667 - 816,667
Depreciation expense 15,542 5,884 24,369 17,618 55,394
------------- ------------- ------------- ------------- -------------
TOTAL OPERATING EXPENSES 820,477 204,095 2,043,766 880,566 4,635,440
LOSS BEFORE OTHER INCOME (EXPENSE) (820,477) (204,095) (2,043,766) (880,566) (4,635,440)
OTHER INCOME (EXPENSE)
Loss on real estate - net - - - (13,207) (87,036)
Interest expense (3,395) (283) (11,290) (1,003) (13,031)
Interest income 2,731 471 9,772 3,388 14,670
------------- ------------- ------------- ------------- -------------
TOTAL OTHER INCOME (EXPENSE) (664) 188 (1,518) (10,822) (85,397)
------------- ------------- ------------- ------------- -------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES (821,141) (203,907) (2,045,284) (891,388) (4,720,837)
PROVISION FOR INCOME TAXES - - - - -
------------- ------------- ------------- ------------- -------------
NET LOSS APPLICABLE TO COMMON SHARES $ (821,141) $ (203,907) $ (2,045,284) $ (891,388) $ (4,720,837)
============= ============= ============= ============= =============
BASIC AND DILUTED LOSS
PER SHARE $ (0.02) $ (0.01) $ (0.04) $ (0.03)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 47,487,917 31,312,129 46,827,957 34,119,326
============= ============= ============= =============
The accompanying notes are an integral part of these condensed financial statements.
4
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
RESTATED
NINE MONTHS ENDED --------
----------------- JULY 19, 2002
SEPTEMBER 30, SEPTEMBER 30, (INCEPTION) TO
2006 2005 SEPTEMBER 30, 2006
------------- ------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,045,282) $ (891,388) $ (4,720,837)
------------- ------------- -------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH (USED IN)
OPERATING ACTIVITIES:
Depreciation 24,369 17,618 55,394
Common stock issued for services - 52,500 532,300
Amortization of deferred compensation 81,750 81,750 191,000
Impairment of investment in real estate - - -
Loss on real estate - (13,007) 87,036
Common stock issued as charitable contribution - - 50,000
CHANGES IN ASSETS AND LIABILITIES
(Increase) decrease in subscription receivable - 64,129 (975,030)
(Increase) in prepaid expenses (18,500) 2,882 (18,500)
(Increase) decrease in deposits 16,911 40,000 -
Increase in accounts payable (6,410) 68,006 (174,384)
------------- ------------- -------------
TOTAL ADJUSTMENTS 98,120 313,878 (252,184)
------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (1,947,162) (577,510) (4,973,021)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (336,912) (8,923) (411,129)
Proceeds from sale of real estate - 68,107 617,864
Investment - - (10,000)
Investment in real estate, net - - (80,800)
------------- ------------- -------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (336,912) 59,184 115,935
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock and paid-in capital 1,987,799 170,867 5,083,939
Liability for stock to be issued - (80,935) -
Proceeds from officer's loan - - 38,550
Repayment of officer's loan (17,050) - (38,550)
Proceeds from loan payable - vehicle - - 26,316
Repayment of loan payable - vehicle (19,510) (3,954) (26,316)
Proceeds from loan payable - equipment 75,000 - 75,000
Repayment of loan payable - equipment (10,285) - (10,285)
------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,015,954 85,978 5,148,654
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (268,120) (432,348) 291,568
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD 559,688 568,756 -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 291,568 $ 136,408 $ 291,568
============= ============= =============
SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:
Common stock issued for services $ - $ 52,500 $ 532,300
============= ============= =============
Common stock issued for technology $ - $ - $ 37,500,000
============= ============= =============
Common stock issued as charitable contribution $ - $ - $ 50,000
============= ============= =============
Accounts payable converted to equity $ - $ 1,087 $ 1,087
============= ============= =============
The accompanying notes are an integral part of these condensed financial statements.
5
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS AND ORGANIZATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Item 310
of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 2006 are not
necessarily indicative of the results that maybe expected for the year
ended December 31, 2006.
Global Resource Corporation (the Company") was formed on July 19, 2002
in the state of New Jersey under the name Carbon Recovery Corporation.
We are a development stage company which plans to engage in the
business of decomposing petroleum-based materials by subjecting them to
variable frequency microwave radiation at specifically selected
frequencies for a time sufficient to al least partially decompose the
materials.
On September 22, 2006, the Carbon Recovery Corporation entered into a
Plan and Agreement of Reorganization ("Agreement") with Global Resource
Corporation. Pursuant to the Agreement, Global Resource Corporation
acquired all of the assets and assumed all of the liabilities and
related development stage business of Carbon Recovery Corporation in
exchange for 48,688,996 common shares and the assumption of a
convertible debenture and accrued interest in the amount of $120,682 by
Carbon Recovery Corporation. The holders of Global Resource
Corporation's capital stock before the Agreement retained 72,241 shares
of common stock. Prior to the Agreement, Carbon Recovery Corporation
had warrants outstanding. Pursuant to the Agreement, those outstanding
warrants were exchanged for outstanding warrants of Global Resource
Corporation. Specifically, Global Resource Corporation issued 3,908,340
Class B warrants, 1,397,600 Class D warrants and 1,397,600 Class E
warrants. The Class B and Class D warrants have an exercise price of
$2.75 and the Class E warrants have an exercise price of $4.00. All of
the warrants expire on September 21, 2007.
The above transaction has been accounted for as a reverse merger
(recapitalization) with Carbon Recovery Corporation being deemed the
accounting acquirer and Global Resource Corporation being deemed the
legal acquirer. Accordingly, the historical financial information
presented in the financial statements is that of Carbon Recovery
Corporation as adjusted to give effect to any difference in the par
value of the issuer's and the accounting acquirer's stock with an
offset to additional paid in capital. The basis of the assets and
liabilities of Carbon Recovery Corporation, the accounting acquirer,
have been carried over in the recapitalization. Concurrent with the
merger, Carbon Recovery Corporation changed its name to Global Resource
Corporation.
6
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS AND ORGANIZATION
(CONTINUED)
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards (SFAS) No. 7, "ACCOUNTING
AND REPORTING BY DEVELOPMENT STAGE Enterprises". The Company has
devoted substantially all of its efforts to business planning and
development. Additionally, the Company has allocated a substantial
portion of their time and investment in bringing their product to the
market, and the raising of capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments and other
short- term investments with an initial maturity of three months or
less to be cash or cash equivalents.
At September 30, 2006, the Company maintained cash and cash equivalent
balances at one financial institution that is insured by the Federal
Deposit Insurance Corporation up to $100,000. At September 30, 2006 the
Company's uninsured cash balances total $191,568.
START-UP COSTS
In accordance with the American Institute of Certified Public
Accountants Statement of Position 98-5, "REPORTING ON THE COSTS OF
START-UP ACTIVITIES", the Company expenses all costs incurred in
connection with the start-up and organization of the Company.
7
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Deferred income taxes are reported using the liability method. Deferred
tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Historical net loss per common share is computed using the weighted
average number of common shares outstanding. Diluted earnings per share
(EPS) includes additional dilution from common stock equivalents, such
as stock issuable pursuant to the exercise of stock options and
warrants. Common stock equivalents were not included in the computation
of diluted earnings per share when the Company reported a loss because
to do so would be antidilutive.
8
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
The following is a reconciliation of the computation for basic and
diluted earnings per share:
Nine Months Ended September 30,
---------------------------------
2006 2005
-------------- --------------
Net loss ($2,045,284) ($891,388)
-------------- --------------
Weighted-average common shares
Outstanding (Basic) 46,827,927 34,119,326
Weighted-average common stock
Equivalents
Stock options - -
Warrants 6,703,540 -
-------------- --------------
Weighted-average common shares
Outstanding (Diluted) 53,531,497 34,119,326
============== ==============
9
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised
2004), "SHARE-BASED PAYMENT" ("SFAS 123R"). SFAS 123R requires that
compensation cost related to share-based payment transactions be
recognized in the financial statements. Share-based payment
transactions within the scope of SFAS 123R include stock options,
restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The provisions of SFAS 123R
are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Currently, the Company accounts
for its share-based payment transactions under the provisions of APB
25, which does not necessarily require the recognition of compensation
cost in the financial statements. The Company has not issued any
options during the reporting periods and as such, the effect of SFAS
123R has no impact on the results of operations for the nine months
ended September 30, 2006.
10
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
On December 16, 2004, FASB issued Statement of Financial Accounting
Standards No. 153, "EXCHANGES OF NON-MONETARY ASSETS, AN AMENDMENT OF
APB OPINION NO. 29, ACCOUNTING FOR NON-MONETARY TRANSACTIONS" ("SFAS
153"). This statement amends APB Opinion 29 to eliminate the exception
for non-monetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of non-monetary assets that do
not have commercial substance. Under SFAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be
accounted for at fair value resulting in recognition of any gain or
loss. SFAS 153 is effective for non-monetary transactions in fiscal
periods that begin after June 15, 2005. The Company does not anticipate
that the implementation of this standard will have a material impact on
its financial position, results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections." SFAS No. 154 replaces Accounting Principles Board
("APB") Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements." SFAS No. 154
requires retrospective application to prior periods' financial
statements of a voluntary change in accounting principle unless it is
impracticable. APB No. 20 previously required that most voluntary
changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net
income in the period of the change. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The adoption of SFAS No. 154 did not
have a material impact on the Company's financial position or results
of operations.
11
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133
and 140." SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, "Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets," and permits fair
value remeasurement for any hybrid financial instrument that contains
an embedded derivative that otherwise would require bifurcation,
clarifies which interest-only strips and principal-only strips are not
subject to the requirements of SFAS No. 133, establishes a requirement
to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form
of subordination are not embedded derivatives and amends SFAS No. 140
to eliminate the prohibition on a qualifying special-purpose entity
from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of the first fiscal year that begins after
September 15, 2006. The Company is currently evaluating the effect the
adoption of SFAS No. 155 will have on its financial position or results
of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets, an amendment of FASB Statement No. 140." SFAS No.
156 requires an entity to recognize a servicing asset or liability each
time it undertakes an obligation to service a financial asset by
entering into a servicing contract under a transfer of the servicer's
financial assets that meets the requirements for sale accounting, a
transfer of the servicer's financial assets to a qualified
special-purpose entity in a guaranteed mortgage securitization in which
the transferor retains all of the resulting securities and classifies
them as either available-for-sale or trading securities in accordance
with SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" and an acquisition or assumption of an obligation to
service a financial asset that does not relate to financial assets of
the servicer or its consolidated affiliates.
12
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Additionally, SFAS No. 156 requires all separately recognized servicing
assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or
fair value method for subsequent measurements, permits at initial
adoption a one-time reclassification of available-for-sale securities
to trading securities by entities with recognized servicing rights and
requires separate presentation of servicing assets and liabilities
subsequently measured at fair value and additional disclosures for all
separately recognized servicing assets and liabilities. SFAS No. 156 is
effective for transactions entered into after the beginning of the
first fiscal year that begins after September 15, 2006. The Company is
currently evaluating the effect the adoption of SFAS No. 156 will have
on its financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157 "Fair Value
Measurements," which provides a definition of fair value, establishes a
framework for measuring fair value and requires expanded disclosures
about fair value measurements. SFAS No. 157 is effective for the
financial statements issued for the fiscal years beginning after
November 15, 2007 and the interim periods within those fiscal years.
The provisions of SFAS No. 157 should be applied prospectively.
Management is assessing the potential impact on the Company's financial
condition and results of operations.
13
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In September 2006, the FASB issued SFAS No. 158 "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans", which
amends SFAS No. 87 "Employer's Accounting for Pensions" (SFAS No. 87),
SFAS No. 88 "Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits" (SFAS No.
88), SFAS No. 106 "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (SFAS No. 106), and SFAS No. 132R "Employers'
Disclosures about Pensions and Other Postretirement Benefits (revised
2003)" (SFAS No. 132R). This Statement requires companies to recognize
an asset or liability for the overfunded or underfunded status of their
benefit plans in their financial statements. SFAS No. 158 also requires
the measurement date for plan assets and liabilities to coincide with
the sponsor's year end. The standard provides two transition
alternatives related to the change in measurement date provisions. The
recognition of an asset and liability related to the funded status
provision is effective for fiscal year ending after December 15, 2006
and the change in measurement date provisions is effective for the
fiscal years ending after December 15, 2008. The Company is currently
evaluating the effect the adoption of SFAS No. 158, but believes it
will not have a material impact on its financial position or on the
results of operations.
NOTE 3 - FIXED ASSETS
Fixed assets as of September 30, 2006 were as follows:
ESTIMATED USEFUL
LIVES (YEARS) 2006
------------------ -------------
Equipment 5-7 $ 356,783
Vehicles 5 54,346
-------------
411,129
Less: accumulated depreciation (55,394)
-------------
Fixed assets, net $ 355,735
=============
14
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 3 - FIXED ASSETS (CONTINUED)
There was $24,369 and $17,618 charged to operations for depreciation
expense for the nine months ended September 30, 2006 and 2005,
respectively.
NOTE 4 - LOAN PAYABLE - EQUIPMENT
In January 2006 the Company entered into a five year loan related to
the purchase of new equipment. The principal amount of the loan is
$75,000 at an interest rate of 11.5% annually. Monthly payments on the
loan are approximately $1,687.
The loan payable balance at September 30, 2006 is as follows:
2006
-------------
Total loan payable $ 64,715
Less current maturities (12,644)
-------------
Long-term loan payable $ 52,071
=============
The amount of principal maturities of the loan payable
for the next five periods ending September 30, and in
the aggregate is as follows:
2007 $ 12,644
2008 14,319
2009 16,214
2010 18,362
2011 3,176
-------------
$ 64,715
=============
15
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 5 - PROVISION FOR INCOME TAXES
Deferred income taxes will be determined using the liability method for
the temporary differences between the financial reporting basis and
income tax basis of the Company's assets and liabilities. Deferred
income taxes will be measured based on the tax rates expected to be in
effect when the temporary differences are included in the Company's tax
return. Deferred tax assets and liabilities are recognized based on
anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and
their respective tax bases.
At September 30, 2006 the deferred tax assets consist of the following:
NINE MONTHS ENDED
SEPTEMBER 30,
2006
-----------------
Deferred taxes due to net
operating loss carryforwards $ 1,416,251
Less: Valuation allowance (1,416,251)
-----------------
Net deferred tax asset $ -
=================
At September 30, 2006, the Company had deficits accumulated during the
development stage in the approximate amount of $4,720,837 available to
offset future taxable income through 2026. The Company established
valuation allowances equal to the full amount of the deferred tax
assets due to the uncertainty of the utilization of the operating
losses in future periods.
16
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 6 - OPERATING LEASES
The Company leases office space under a lease that commenced October
15, 2004. Monthly payments under the initial lease term range from
$3,000 to $3,400. During the second quarter of 2006 the Company entered
into a lease agreement for additional office space for a term of three
years commencing June 1, 2006. The term of the initial leased space was
extended at the same time and both leases now expire on May 31, 2009.
The Company is required to pay property taxes, utilities, insurance and
other costs relating to the leased facilities.
Minimum lease payments under the operating lease are as follows:
FOR THE PERIODS ENDING
SEPTEMBER 30,
----------------------
2007 $ 59,200
2008 60,000
2009 55,000
-----------------
$ 174,200
=================
NOTE 7 - GOING CONCERN
As shown in the accompanying financial statements, the Company incurred
substantial net losses for the periods ended September 30, 2006 and
2005, and has no revenue stream to support itself. This raises doubt
about the Company's ability to continue as a going concern.
The Company's future success is dependent upon its ability to raise
additional capital or to secure a future business combination. There is
no guarantee that the Company will be able to raise enough capital or
generate revenues to sustain its operations. Management believes they
can raise the appropriate funds needed to support their business plan
and acquire an operating, cash flow positive company.
17
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 7 - GOING CONCERN (CONTINUED)
The financial statements do not include any adjustments relating to the
recoverability or classification of recorded assets and liabilities
that might result should the Company be unable to continue as a going
concern.
NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)
COMMON STOCK
The following details the stock transactions for the nine months ended
September 30, 2006:
The Company issued 1,786,286 shares of stock for $1,810,877 cash.
The Company issued 39,746 shares of common stock in exchange for
services valued at $64,746.
The Company issued 22,500 shares of common stock in exchange for land
valued at $45,000.
The Company issued 1,681,837 shares of common stock in conversion of
debt of $120,682.
18
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
WARRANTS
The Company issued 3,908,340 Class B warrants, 1,397,600 Class D
warrants and 1,397,600 Class E warrants. The Class B and Class D
warrants have an exercise price of $2.75 and the Class E warrants have
an exercise price of $4.00. All of the warrants expire on September 21,
2007.
A summary of the status of the Company's outstanding stock warrants as
of September 30, 2006 is as follows
Weighted Average
Shares Exercise Price
------------ ------------------
Outstanding at January 1, 2006 - $ -
Granted 6,703,540 3.01
Exercised - -
Forfeited - -
------------ ------------------
Outstanding at September 30, 2006 6,703,540 $ 3.01
------------ ------------------
Exercisable at September 30, 2006 6,703,540 $ 3.01
------------ ------------------
19
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Effective January 1, 2005 the Company entered into an employment
agreement with its President. Under the agreement the President shall
be entitled to an annual base salary of $250,000 in 2005 escalating to
$366,025 in 2009. In 2005, $156,000 of the salary shall be paid
ratably during the course of the year and the remaining $94,000 will
be paid in accordance with the terms of the agreement. The initial
term of the agreement is for a period of five years. The President has
the option to renew this agreement for a second five-year term. In
addition to the base salary the Company has granted the President
545,000 shares of restricted common stock as deferred compensation.
The common stock vests to the President over a five-year period
commencing January 1, 2005.
NOTE 10 - RELATED PARTY TRANSACTION
In January 2005 the Company formalized a prior intended agreement with
Careful Sell Holding, L.L.C. ("Careful Sell"), a Delaware limited
liability company formed by the President of the Company. The
Company's President and his spouse, a Director of the Company, own all
of the limited liability interests of Careful Sell. The Company's
President is also the Manager of Careful Sell. Under the revised
agreement the Company entered into a Technology Contribution Agreement
(the "Agreement"), with Careful Sell. Careful Sell is the owner of all
the rights to the inventions of the Company's President. The Agreement
transfers to the Company the rights to commercialize such inventions
and to operate and use the related processes and apparatus to make,
sell, use and otherwise dispose of products, which may be processed
utilizing the inventions. The terms of the Agreement included a
provision whereby the Company will pay Careful Sell royalties.
20
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOTE 10 - RELATED PARTY TRANSACTION (CONTINUED)
In January 2006, Careful Sell merged with PSO Enterprises, Inc., a
Delaware corporation ("PSO"). At that time the separate existence of
Careful Sell ceased and PSO continued as the surviving corporation. At
that time the members of Careful Sell were issued 10,000,000 shares of
PSO representing a 100% interest in PSO. In February 2006 PSO reversed
merged into Mobilestream Oil. The current terms of the agreement with
Mobilestream Oil include a provision whereby the Company will pay
Mobilestream Oil royalties of $350,000 per quarter.
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The Company intends to continue the plan of operation developed by Carbon
Recovery Corporation and in effect at the time of the acquisition on September
22, 2006. With respect to the waste tire disposal business, the Company is
continuing 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..
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. 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. The Company is discussing with the Commonwealth of Pennsylvania the
possibility of remediating its tire piles, which would be feeder stock for the
Fairless Hills facility. 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.
While various types of financing are being considered, the most likely source of
financing will be industrial revenue bonds. During the quarter the Company met
with both state and local representatives in Pennsylvania in regards to
acquiring the applicable permits for its plant, starting the process for the
industrial revenue bonds. In addition, the Company signed an investment banking
agreement with Source Capital, of Westport, Connecticut to assist the Company is
meeting its funding requirements.
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.
The Company is seeking to finalize the non-binding Memorandum of Understanding
which it entered into with Mobilestream Oil, Inc. with the intention of bringing
the licensor of the technology into the same entity with the exclusive licensee
of that technology.
ITEM 3. CONTROLS AND PROCEDURES.
The Company acquired Carbon Recovery Corporation's assets and business on
September 22, 2006. Immediately, at Closing, the management of Carbon Recovery
Corporation took control of the operations of the Company. While this provided
more management, including financial management, and therefore better internal
controls due to better separation of duties etc. the Company recognizes (a) that
for substantially all of the quarter ended September 30, 2006, the previously
identified weaknesses in internal controls remained; and (b) that it still needs
to address deficiencies in its controls. Therefore, the Company plans to seek
expert advice in this area and implement the recommendations of these experts.
We plan to engage theses outside consultants prior to December 31, 2006 with an
effort to have the controls in place for 2007.
22
Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the Company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e))
as of the end of the period covered by this report. The Company's disclosure
controls and procedures are designed to ensure (i) that information required to
be disclosed by the Company in the reports the Company files or submits under
the Exchange Act are recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms; and (ii) that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is accumulated and communicated to the Company's management,
including its principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The Company has evaluated, with the participation of our CEO and CFO, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of June 30, 2006, pursuant to Exchange Act Rule 15d-15. Based
upon that evaluation, the CEO and CFO identified deficiencies that existed in
the design or operation of our internal control over financial reporting that it
considered to be "material weaknesses". The Public Company Accounting Oversight
Board has defined a material weakness as a "significant deficiency or
combination of significant deficiencies that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected."
The material weaknesses identified relate to:
o As of September 30, 2006 there was a lack of accounting
personnel with the requisite knowledge of Generally Accepted
Accounting Principles in the US ("GAAP") and the financial
reporting requirements of the Securities and Exchange
Commission.
o As of September 30, 2006 there were insufficient written
policies and procedures to insure the correct application of
accounting and financial reporting with respect to the current
requirements of GAAP and SEC disclosure requirements.
o As of September 30, 2006 there was a lack of segregation of
duties, in that we only had one person performing all
accounting-related duties.
Notwithstanding the existence of these material weaknesses in our internal
control over financial reporting, our management believes, including our Chief
Executive Officer and Chief Financial Officer that the financial statements
included in this report fairly present in all material respects our financial
condition, results of operations and cash flows for the periods presented.
23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against us or any of our
former or current officers or directors, except as previously disclosed.
With respect to the previously disclosed lawsuit 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, there have been
on-going discussions about the possible settlement and/or withdrawal of such
litigation but as of the date of this Report, no definitive action has been
taken by any party
However, on June 17, 2005, while we were being regulated as a BDC, the Division
of Investment Management at the SEC ("Division") advised us that it was the view
of the Division that we could not rely on the exemption afforded by Regulation E
for our prior issuances, between September 27, 2004 through December 2, 2004, of
shares of our common stock. The Division also advised us that, in the view of
the Division, it appeared that our issuance of those shares violated the
registration requirements of Section 5 of the Securities Act of 1933, as amended
("Securities Act"). In response, we advised the Division that it was our view
that the issuance of the shares was exempt from registration under the
Securities Act under various available exemptions, including but not limited to
Regulation E and that our issuance of the shares had not violated Section 5 of
the Securities Act. At this time, neither the SEC nor any private party has
commenced any action against us alleging that we issued the shares in violation
of Section 5 of the Securities Act. Further, to the best of our knowledge, the
SEC has not commenced any formal or informal inquiry with respect to its
contention that the shares were issued in violation of Section 5 of the
Securities Act. In the event that any such action or inquiry is commenced, we
intend to defend against such allegations vigorously.
ITEM 2 UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
On September 22, 2006 the Company acquired all of the assets and development
stage business of Carbon Recovery Corporation in a Plan of Reorganization
pursuant to Section 368(a)(1)(C) of the Internal Revenue Code. In consideration
for such assets and business the Company issued 48,688,996 shares of its Common
Stock. Because the shares were not registered with the Securities and Exchange
Commission, and Carbon Recoverey Corporation had too many shareholders to permit
the distribution of the shares, as required by Section 368(a)(1)(C) of the
Internal Revenue Code, the shares have been transferred to a Liquidating Trust
pending registration of the shares to permit such distribution. The issuance of
the shares was considered exempt pursuant to Section (4(2) of the Securities Act
of 1933 as amended.
Immediately following the Closing, the new Board of Directors voted to issue
25,000 shares to Mary K. Radomsky, the former CEO/CFO of the Company as partial
compensation for her otherwise uncompensated services. Such issuance was
considered exempt under Section (4(2) of the Securities Act of 1933 as amended.
24
Shortly after the Closing of the acquisition, the two holders of the Convertible
Debenture converted the debt to shares of Common Stock. Due to a percentage
limitation on the number of shares issuable upon such conversion (4.99% of the
the resulting issued and outstanding shares) not all of the debt could be
converted at that time. Within the limitation, the Company issued 2,160,974
shares to one of the holders and 400,000 shares to the other holder. Such
issuances were considered exempt under Section 3(a)(9) and Section (4(2) of the
Securities Act of 1933 as amended
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL RESOURCE CORPORATION
By /s/ Frank G. Pringle, President/CEO
-------------------------------------
Date: November 20, 2006
25