UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Commission File Number 000-50944
GLOBAL RESOURCE CORPORATION
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 84-1565820
--------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
408 Bloomfield Drive, #3, West Berlin, NJ 08091
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Issuer's telephone number (856) 767-5661
-----------------------------------------
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
Registered
------------------------------------ --------------------------------------
------------------------------------ --------------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
--------------------------------------------------------------------------------
(Title of class)
--------------------------------------------------------------------------------
(Title of class)
Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act _____
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. (X)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
State issuer's revenues for its most recent fiscal year. $0
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. At the closing price of the stock as of April 16, 2007 of $1.52, the
aggregate market value of voting stock held by non-affiliates is $39,728,970.
As of April 16, 2007, 26,137,480 shares of Common Stock, $.001 par value, of the
registrant were issued and outstanding.
This Amendment #1 to the Company's Form 10-KSB for the fiscal year ended
December 31, 2006 is being filed to remove all references to it being for a
"transition period" and to substitute a revised auditor's report covering the
cumulative period from July 19, 2002 (inception) to December 31, 2006. In all
other respects, the Amendment is identical to the original filing.
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business............................................. 4
Item 2. Description of Property.............................................15
Item 3. Legal Proceedings...................................................17
Item 4. Submission of Matters to a Vote of Security Holders.................17
PART II
Item 5. Market for Common Equity, Related Stockholder Matters
and Small Business Issuer Purchases of Equity Securities............17
Item 6. Management's Discussion and Analysis or Plan of Operation...........21
Item 7. Financial Statements................................................28
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................46
Item 8A. Controls and Procedures.............................................46
Item 8B. Other Information ..................................................xx
PART III
Item 9. Directors and Executive Officers of the Registrant..................47
Item 10. Executive Compensation..............................................50
Item 11. Security Ownership of Certain Beneficial Owners and Management......52
Item 12. Certain Relationships and Related Transactions......................53
Item 13. Exhibits and Reports on Form 8-K....................................55
Item 14. Principal Accountant Fees and Services..............................58
3
Forward-Looking Statements
When used in this Form 10-KSB, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward- looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to:
inability to commercialize our technology; lack of demand or low demand for
products and services embodying our technology; competitive products and
pricing; changes in the regulation of either or both our industry or the
industries using our technology; a failure to timely obtain necessary regulatory
approvals; additional costs associated with compliance with the Securities and
Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, including any changes
in the SEC's rules, and other corporate governance requirements; changing
government regulations and laws applicable to our technology, the products
embodying that technology, and the applications of the technology; as well as
other factors and other risks set forth in Item 1 under " Risk Factors" and
"Cautionary Factors That May Affect Future Results" as well as elsewhere in this
report.
Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Current Business. Prior to its acquisition of the assets and development stage
business of Carbon Recovery Corporation on September 22, 2006, the Company had
been a shell corporation since approximately December 15, 2005. A history of the
Company prior to September 22, 2006 follows this discussion of its current
business.
With the acquisition of (i) the assets and (ii) the development stage business
from Carbon Recovery Corporation, the business of the Company became that of
Carbon Recovery Corporation prior to the Closing. That business was, and
continues to be:
(i) the construction of plants to exploit certain technology 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;
(ii) the design, manufacture and sale of machinery and equipment
units, embodying the technology and focused on specific applications;
and
(iii) the sub-licensing of third parties to exploit that technology.
4
The technology was the property of a company called Mobilestream Oil, Inc.,
whose assets were also acquired by the Company (on December 31, 2006).
For example, a process utilizing the technology 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 final design stage but, in general, covers the
following 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.
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.
5
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.
The Company believes that the design of the machinery and equipment for the
decomposition of waste tires fully protects the environment from the release of
components during the decomposition process.
In a similar decomposition process, the Company has designed machinery and
equipment which will decompose "fluff", which is the non-metallic portions of
scrap motor vehicles, primarily, the interiors. It appears that although scrap
vehicles are specifically taken without the tires due to enjvironmental rules,
they are often removed but then placed ("hidden") in the trunk of the vehicle
and crushed into it, thus "disposing" of the tires. The Company's machinery
will, of course, permit any tires to be decomposed together with the other
materials. The Company is currently offering three models: one which disposes of
5 tons per hour, one which disposes of ten tons per hour, and one which disposes
of twenty tons per hour. The Company is soliciting orders and has issued various
proposals.
There are other potential applications for the microwave technology covered by
the license, in addition to the application for decomposing waste tires and
fluff. 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;
4. Recovery of oil from oil shale and oil sands; and
5. Medicinal applications.
History of the Company. The Company was organized as a Colorado corporation on
March 28, 2000 under the name "Email Mortgage Com, Incorporated ("Email Mortgage
Com"). Its business focus was the marketing of first and second mortgages,
principally through its website. The Company was not successful with that
business and in 2002 it discontinued those operations, liquidated its loan
inventory, and paid off its then existing liabilities. Also in 2002, Email
Mortgage Com changed its state of domicile from Colorado to Nevada and changed
its name to "Advanced Healthcare Technologies, Inc." ("Advanced Healthcare").
Under such name, the Company first owned and operated a subsidiary named
"Advanced Hyperbaric Industries, Inc." ("Advanced Hyperbaric") which engaged in
the manufacture and marketing of rigid extremity hyperbaric chambers and a
sacral patch device, both of which utilized oxygen therapy for the treatment of
open sores and wounds, including bedsores. On December 4, 2003, the Company
acquired a 100% interest in "Nutratek LLC" ("Nutratek") which was engaged in the
research and development of nutritional dietary supplements, functional food
products and natural sweeteners, which products were manufactured by non-related
third parties. On March 31, 2004, as a consequence of the Nutratek acquisition,
the Company spun off and sold the intellectual properties and oxygen therapy
products and business of Advanced Hyperbaric in exchange for the assumption of
Advanced Hyperbaric's liabilities. On June 30, 2004 the former President, Chief
Executive Officer, Director and majority stockholder sold his interest in the
Company to an unrelated third party. In connection with that sale and change in
control, the Company's operating subsidiary, Nutratek was spun off to the
selling majority stockholder and the purchaser determined to change the business
of the Company to that of a business
6
development company. On September 17, 2004 the Company filed a notice with the
Securities and Exchange Commission ("SEC") electing to be regulated as a
business development company ("BDC") under the Investment Company Act of 1940,
as amended. The intent was to focus on acquiring interests in portfolio
companies doing business in the energy sector. While operating as a BDC, and
seeking energy-related portfolio companies, on January 11, 2005 the Company
acquired a 50% interest in Well Renewal, LLC ("Well Renewal"), an entity which
managed and operated approximately 30 oil wells in Oklahoma by utilizing a
nitrogen and carbon dioxide gas injection unit to "pump up" and re-pressurize
the wells to increase oil output.
By December, 2005 it became clear that the Company was unlikely to obtain the
necessary funding for exploitation of its BDC business plan. As a result, on
December 15, 2005 the Company entered into a foreclosure agreement with a
creditor, Transnix Global Corporation ("Transnix"), to which it had pledged the
Well Renewal interests. Pursuant to the foreclosure agreement, Transnix accepted
the Well Renewal interests in satisfaction of certain principal and interest
obligations secured thereby and the Company waived all objections to the
foreclosure. Concurrently, the Company determined to withdraw its election to be
regulated as a BDC, and that "Notification of Withdrawal" was filed with the SEC
on December 17, 2005.
As a result of the December 15, 2005 foreclosure on the pledged Well Renewal
interests and the determination to terminate the BDC business plan, the Company
became a "development stage company" and a shell corporation since that date.
On June 7, 2006, an unrelated third party acquired the Restated and Amended
Debenture owned by Transnix Global Corporation, which represented the balance of
the indebtedness by the Company to Transnix in the principal amount of $102,345
and accrued interest of $16,274. In conjunction with the assignment of the
Debenture, all of the Company's then directors (Messrs. Caldwell, Ferandell,
Jordan, Mangiarelli and van Adelsberg) and the Company's sole officer, Richard
Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was elected as a
director and as the sole officer of the Company. Mrs. Radomsky began
negotiations for the acquisition of Carbon Recovery Corporation ("CRC"). On
September 22, 2006, the Company acquired the assets and development stage
business of CRC. The technology owned by CRC was licensed to it by Mobilestream
Oil, Inc. ("Mobilestream"). On December 31, 2006 the Company acquired the assets
of Mobilestream which were, essentially, the 4 patent applications, thus
bringing all of the variable microwave frequency technology under its umbrella.
RISK FACTORS
Global Resource Corporation, even after the acquisition of the assets and
businesses of Carbon Recovery Corporation ("CRC") and of Mobilestream Oil, Inc.
("Mobilestream"), 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
acquisition of its assets and business by the Company, CRC had expended much of
its efforts and funds on research and development, both prior to and subsequent
to, the filing of the original 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. Whether the technology can be
successfully commercialized, which means large scale machinery and equipment
operating in a continuous process, is uncertain.
7
At this point, the Company is constantly seeking ways to commercialize the
technology which it has acquired. An initial application for which there appears
to be both interest and demand is the disposal of "fluff", which are the
non-metallic parts of motor vehicles - the interiors. The Company has designed a
fluff disposal unit, which will initially be available in three capacities: 5
tons per hour, 10 tons per hour, and 20 tons per hour. Orders are being
solicited and proposals have been issued, but whether orders will develop is
uncertain.
Also the Company believes that its design of the proposed tire disposal facility
will be a successful commercial implementation of the process, but again, 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.
Although the Company has issued various proposals for the sale of its equipment
to decompose "fluff", to date no one has purchased a unit. Until a unit is sold,
and then manufactured to the purchaser's specifications, it is uncertain whether
this commercialization of the technology is viable.
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 $6,000,000, of
which $2,000,000 is payable to his wife and the other $4,000,000 is payable to
the Company) but not on any other executives.
Neither CRC, Mobilestream nor the Company have had significant sales. The
Company expects sales to develop and grow primarily from sale of the fluff
disposal units, 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.
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.
Financing may be dilutive to the then existing shareholders.
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
8
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 the original patent application was filed and has subsequently been
divided into four patent applications, there is no assurance that any patent
will, in fact, be issued, or, if any patent is issued, to what extent the claims
of that 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.
Prior to its acquisition of the CRC assets, the Company completed a 100-to-1
reverse split of its common stock, substantially reducing its issued and
outstanding common stock. The shares which were issued for both the CRC and the
Mobilestream acquisitions are restricted and being held in Liquidating Trusts,
which means that until they are registered with the Securities and Exchange
Commission they will not be distributable and marketable. Accordingly there
could be a current demand for shares of the Company's common stock which could
increase the market price but, upon subsequent 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.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business, our technology and our
products. These are factors that we think could cause our actual results to
differ materially from expected results. Other factors besides those listed here
could adversely affect us. Please also see the Risk Factors discussed in above.
o We have just become an operating company on September 22, 2006 by acquiring
technology which, although successfully demonstrated in the laboratory, has not
yet been implemented or commercialized. We have no revenues or earnings, and we
have no material assets other than the technology and the four patents pending.
All prior business operations, including the attempted business in 2005 as a
BDC, have been terminated or abandoned; they operated at a loss.
o We acquired the technology from Carbon Recovery Corporation and from the
licensor, Mobilestream Oil, Inc. At the time of the acquisitions, neither
company had any sales or revenues. Both were development stage companies which
did not yet have revenues or earnings and which had limited assets, concentrated
in certain intellectual property, and mostly utilized in connection with R&D
activities.
o Our sucess will be dependent upon our ability to commercialize the
technology, of which there is no assurance. While the processes work in the
laboratory environment, in what are essentially "batch" procedures,
commercialization will require that the processes be scaled up, with large
9
machinery and equipment, and that such machinery and equipment operate on a
"continuous feed" basis. While much of the material processing and handling
machinery and equipment is commercially available, the critical piece will be
the microwave and its housing.
o It is likely that we will be required to build the first units either by
ourselves, or with partners or joint venturers, in order to prove their
operational efficacy and profitability. This will most likely require
substantial capital, and there is no assurance that we can obtain that capital,
or that if we do obtain it, it will be on terms which are acceptable. The
structure of such financing may involve the issuance of senior securities, such
as Preferred Stock, or the issuance of dilutive securities such as convertible
securities, options, and warrants.
o The continued filing of reports with the Securities and Exchange Commission
and the maintenance of trading on the OTC Bulletin Board is dependent upon our
ability to meet the costs of that. Maintenance of public market status, where
the filing of periodic reports with the SEC is required, is an expense, both
financially and in terms of the time availability of Management. While we intend
to continue such status, there is no assurance that the financial and time
requirements will continue to be met.
REPORTS TO SECURITY HOLDERS
We file periodic reports with the Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934, as amended. The public may read
and copy any material that we file with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. We file electronically with the SEC and so our
reports are available on the site. The address of that site is
http://www.sec.gov
ITEM 2. DESCRIPTION OF PROPERTIES.
Prior to September 22, 2006, the Company had had no assets since December, 2005.
On September 22, 2006 the Company acquired the assets and development stage
business of Carbon Recovery Corporation. The acquired assets consisted of cash,
certain equipment and machinery, office furniture and equipment, a vehicle, and
the license from MobileStream Oil, Inc. The material assets acquired were (1)
the laboratory equipment and machinery and (2) the license. The laboratory
equipment and machinery included 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 was an exclusive license for
10
the technology embodied in the then 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;
4. Recovery of oil from oil shale and oil sands; and
5. Medical applications.
It is this technology which forms the basis of the Company's business.
On December 31, 2006, the Company acquired the assets of Mobilestream Oil, Inc.
The assets acquired consisted, essentially, of only (1) the 4 patents pending
for the technology together with the Combined Technology License and (2)
37,5000,000 shares of the Company's own Common Stock, which shares have been
since cancelled. (At the time of the execution of the Plan and Agreement of
Reorganization for the acquisition there was only one U.S. Provisional Patent
filed; just prior to Closing that was broken into 2 U.S. and 2 International
applications.)
At this point, the Company controls the technology, having acquired the rights
of the licensor and the licensee.
ITEM 3. LEGAL PROCEEDINGS.
Except for the following, there is no litigation pending or threatened by or
against us or any of our former or current officers or directors, as such.
A lawsuit was 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 and the Company only
became aware of it immediately prior to closing the acquisition of the assets of
Carbon Recovery Corporation. 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. (See "History of
the Company" in Item 1, above) 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. Magiarelli was the
purchaser of control of the Company from the Sanchezes. The Company has
discussing with the plaintiffs
11
various alternatives for dealing with the litigation, in which the Company as
currently constituted has no interest.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None. During the period ended December 31, 2006, our stockholders adopted no
resolutions at a meeting or by written consent.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
Our Common Stock currently trades on the OTC Bulletin Board under the symbol
"GBRC". The chart below breaks down the high bid and the low bid prices for each
of the last 8 quarters (as reported by OTCBB Trading & Market Services) which
quotations reflect inter-dealer price, without retail mark-up, mark-down or
commission, and may not reflect actual transactions. We consider our stock to be
"thinly traded" and any reported sale prices may not be a true market- based
valuation of the stock.
Quarter Ended High Bid Low Bid
------------- -------- -------
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
June 30, 2006* .032 .015
September 30, 2006 3.00 1.75
December 31, 2006 4.60 1.10
* This period was prior to the 100-1 reverse stock split which was
effective on August 14, 2006, following which there were only 72,150 shares
then issued and outstanding. On September 22, 2006 the Company acquired the
assets of Carbon Recovery Corporation by the issuance of 48,688,996 shares
of its Common Stock. On December 31, 2006, the
12
Company acquired the assets of Mobilestream Oil, Inc. by the issuance of
11,145,225 shares of its Common Stock. However, the acquired assets
included 37,5000,000 shares of the Company's own Common Stock, which shares
have been cancelled, reducing the issued and outstanding shares of Common
Stock at that point to 25,212,436 shares.
On April 16, 2007 the prices of the Company's Common Stock were $1.55 high,
$1.36 low and $1.52 close, as quoted on the OTC Bulletin Board. On April 16,
2007 the Company had 26,137,480 shares of its Common Stock issued and
outstanding.
HOLDERS
The approximate number of holders of record of our Common Stock, which is our
only class of common equity, is 106. There are approximately 470 shareholders
with certificates in street name.
DIVIDENDS
We have never had net profits on operations and therefore are currently
proscribed from declaring dividends. We have not paid any cash dividends on our
Common Stock. Our Board of Directors has no present intention of declaring any
dividends, as we expect to re-invest all profits in the business for additional
working capital for continuity and growth. The declaration and payment of
dividends in the future will be determined by our Board of Directors considering
the conditions then existing, including the Company's earnings, financial
condition, capital requirements, and other factors.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
On March 13, 2007 the Company's Board of Directors adopted The 2007 Employees
Compensation and Stock Option Plan. The number of shares subject to t he Plan is
2,500,000. These shares may be issued either as (a) shares of stock or (b) stock
options. The Company filed Form S-8 on March 14, 2007, registering the 2,500,000
shares.
SALES OF UNREGISTERED SECURITIES DURING FISCAL YEAR 2006
On September 22, 2006, the Company acquired the assets and development stage
business of Carbon Recovery Corporation, under a Plan and Agreement of
Reorganization, pursuant to which it issued: 48,688,996 shares of its common
stock, and (having assumed the warrant liabilities of Carbon Recovery
Corporation, 3,908,340 Class B Warrants, 1,397,600 Class D Warrants, and
1,397,600 Class E Warrants. The securities were issued to a Liquidating Trust
pending registration under the Securities Act of 1933 following which the
securities will be distributed. The issuance to the Liquidating Trust was
considered exempt under Section 4(2) of the Securities Act.
13
On September 26, 2006, the Company issued 2,560,974 shares to the holder of the
Convertible Debenture which had a principal balance of $102,345 and accrued
interest of $18,337.68, with a conversion price of $.045 per share. (The total
number of shares issuable upon conversion was 2,681,837 shares, but due to
limitations in the Convertible Debenture, only 2,560,974 shares were then
issuable, leaving a balance of 120,863 shares which have recently been issued.)
This conversion was considered exempt under Section 3(a)(9) of the Securities
Act.
Also on September 26, 2006, the Company issued 25,000 shares of its Common Stock
to Mary K. Radomsky, the former sole director and officer as an honorarium for
her services leading up to the acquisition of Carbon Recovery Corporation. This
issuance was considered exempt under Section 4(2).
As of December 31, 2006 (but with actual issuance on January 3, 2007), the
Company acquired the assets of Mobilestream Oil, Inc., under a Plan and
Agreement of Reorganization, pursuant to which it issued: 11,145,225 shares of
its Common Stock, 35,236,188 shares of its 2006 Series of Convertible Preferred
Stock and, (having assumed the warrant liabilities of Mobilestream Oil, Inc.),
Common Stock Purchase Warrants on the basis of one (1) Warrant for each three
(3) shares of either Common Stock or Preferred Stock (the 2006 Series). The
securities were issued to a Liquidating Trust pending registration under the
Securities Act of 1933 following which the securities will be distributed. The
issuance to the Liquidating Trust was considered exempt under Section 4(2) of
the Securities Act.
ITEM 6. PLAN OF OPERATIONS.
Prior to September 22, 2006, the Company had tried various business plans, as
described under "History of the Company" in Item 1, above. On September 22, 2006
the Company acquired the assets and development stage business of Carbon
Recovery Corporation. The Company intends to continue the plan of operation
developed by Carbon Recovery Corporation and in effect at the time of the
acquisition. Essentially, this involves finding commercial applications forthe
use of the technology to recover hydrocarbons either from waste products (E.G.,
waste tires and non- metallic components of junked and wrecked vehicles) or from
sources such as oil shale, oil drilling cuttings, capped wells with appropriate
geological characteristics, etc.
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.
14
With respect to the non-metallic components of junked and wrecked vehicles
(essentially the interiors), known as "fluff", the Company has developed a unit
for the decomposition of such materials for which it currently is seeking
purchase orders.
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.
Liquidity and Working Capital
As of December 31, 2006 the Company had $1,7770,002 in cash on hand. This is
considered adequate to covering anticipated working capital requirements for
twelve (12) months.
ITEM 7. FINANCIAL STATEMENTS.
Our financial statements, together with the report of the auditors, are as
follows:
15
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
200 Haddonfield Berlin Road, Suite 402
Gibbsboro, New Jersey 08026-1239
(856) 346-2828 Fax (856) 346-2882
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
CENTER FOR PUBLIC COMPANY AUDIT FIRMS (CPCAF)
NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA STATE BOARD OF ACCOUNTANCY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Global Resource Corporation
408 Bloomfield Drive, #3
West Berlin, NJ 08091
We have audited the accompanying consolidated balance sheet of Global Resource
Corporation (the "Company"), a development stage enterprise, as of December 31,
2006, and the related consolidated statements of operations, stockholder's
equity (deficit), and cash flows for each of the years in the two-year period
ended December 31, 2006, and the cumulative totals since the company's
inception, July 19, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Resource
Corporation, a development stage enterprise, as of December 31, 2006, and the
results of its operations and its cash flows for each of the years in the
two-year period ended December 31, 2006, and the cumulative totals since the
company's inception, July 19, 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, unless the Company is successful in generating new sources of
revenue, or obtaining debt or equity financing, or restructuring its business,
the Company is likely to deplete its working capital during 2007. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
7. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
---------------------------------------------
Bagell, Josephs, Levine & Company, L.L.C.
Gibbsboro, NJ 08026
April 16, 2007
16
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 2006
ASSETS
Year Ended
December 31, 2006
-----------------
CURRENT ASSETS
Cash $ 1,770,002
---------------
TOTAL CURRENT ASSETS 1,770,002
---------------
Fixed Assets, Net of depreciation 488,940
---------------
OTHER ASSETS
Notes Receivable net - (reserved $650,000 for doubtful collection) --
Investments & Deposits on Investments 145,000
---------------
TOTAL OTHER ASSETS 145,000
TOTAL ASSETS $ 2,403,942
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 114,047
Current portion - loan payable - equipment 36,929
Liabilities to be settled in common stock 201,342
---------------
TOTAL CURRENT LIABILITIES 352,318
---------------
LONG-TERM LIABILITIES
Loan payable - equipment, net of current portion 92,952
---------------
Total liabilities 445,270
---------------
STOCKHOLDERS' EQUITY
Preferred Stock - $.001 par value 50,000,000 shares authorized, 35,236
35,236,188 issued and outstanding at December 31, 2006; none authorized in
2005 Common stock, $.001 par value; 2,000,000,000 shares authorized, 25,113
25,113,329 shares issued and outstanding at December 31, 2006; and
45,866,087 shares issued and outstanding at December 31, 2005
Subscription receivable (660,693)
Additional paid-in capital 9,818,127
Discount on Common stock --
Deficit accumulated in the development stage (6,932,111)
Deferred compensation (327,000)
---------------
Total stockholders' equity 1,958,672
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,403,942
===============
The accompanying notes are an integral part of these financial statements.
17
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Operations
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
JULY 19, 2002
Twelve Months year ended (INCEPTION)
------------------------------------ TO
December 31, DECEMBER 31, DECEMBER 31,
2006 2005 2006
--------------- --------------- ---------------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
--------------- --------------- ---------------
GROSS PROFIT -- -- --
--------------- --------------- ---------------
OPERATING EXPENSES
Consulting fees 313,870 198,912 1,304,377
Professional fees 368,215 221,297 687,777
Other general and administrative expenses 2,924,776 847,752 4,185,856
Reserve for Note Receivable 650,000 -- 650,000
Depreciation expense 58,154 23,528 89,179
--------------- --------------- ---------------
TOTAL OPERATING EXPENSES 4,315,015 1,291,489 6,917,189
--------------- --------------- ---------------
LOSS BEFORE OTHER INCOME (EXPENSE) (4,315,015) (1,291,489) (6,917,189)
--------------- --------------- ---------------
OTHER INCOME (EXPENSE)
Loss on real estate - net 14,324 (13,207) (72,712)
Interest expense (13,428) (1,270) (15,169)
Interest income 68,172 4,297 73,070
--------------- --------------- ---------------
TOTAL OTHER INCOME (EXPENSE) 69,068 (10,180) (14,811)
--------------- --------------- ---------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES (4,245,947) (1,301,669) (6,932,000)
PROVISION FOR INCOME TAXES 111 -- 111
--------------- --------------- ---------------
NET LOSS APPLICABLE TO COMMON SHARES $ (4,246,058) $ (1,301,669) $ (6,932,111)
=============== =============== ===============
BASIC AND DILUTED LOSS
PER SHARE $ (0.09) $ (1,802.87) $ (0.14)
=============== =============== ===============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 47,939,917 722 47,939,917
=============== =============== ===============
The accompanying notes are an integral part of these financial statements.
18
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
At December 31, 2006
PREFERRED STOCK COMMON STOCK DEFICIT
------------------- -------------------- DISCOUNT ACCUMULATED
PAR VALUE PAR VALUE ADDITIONAL ON DURING THE DEFERRED SUBSCRIP-
PREFERRED $.001 COMMON $.001 PAID-IN COMMON DEVELOPMENT COMPEN- TION
SHARES $ AMOUNT SHARES $ AMOUNT CAPITAL STOCK STAGE SATION RECEIVABLE TOTAL
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
BALANCE -
JULY 19, 2002
(INCEPTION) -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of initial
founders' shares,
September 2002,
net of subsequent
cancellations -- -- 2,555,000 -- -- -- -- -- -- --
Shares issued for
services,
September 2002 -- -- 1,000,000 -- 472,000 -- -- -- -- 472,000
Shares issued for
cash, November 2002 -- -- 29,000 -- 14,500 -- -- -- -- 14,500
Shares issued for
services, November
and December 2002 -- -- 13,600 -- 6,800 -- -- -- -- 6,800
Net loss for the
period July 19,
2002 (Inception)
through December
31, 2002, as
originally stated -- -- -- -- -- -- (2,008,508) -- -- (2,008,508)
Prior period
adjustment,
Note 11 -- -- -- -- -- -- 1,500,000 -- -- 1,500,000
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
BALANCE AT
DECEMBER 31, 2002 -- -- 3,597,600 -- 493,300 -- (508,508) -- -- (15,208)
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
Re-issuance of
founders' shares
- July 2003 -- -- 1,455,000 -- -- -- -- -- -- --
Shares issued for
cash -- -- 519,800 -- 259,900 -- -- -- -- 259,900
Issuance of
subscription
receivable from
shareholders -- -- -- -- -- -- -- -- (14,340) (14,340)
Net loss for the
year ended
December 31, 2003,
as originally
stated -- -- -- -- -- -- (931,159) -- -- (931,159)
Prior period
adjustment,
Note 11 -- -- -- -- -- -- 727,500 -- -- 727,500
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
BALANCE AT
DECEMBER 31, 2003 -- -- 5,572,400 -- 753,200 -- (712,167) -- (14,340) 26,693
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
Shares issued for
cash -- -- 917,645 -- 553,105 -- -- -- -- 553,105
Shares issued in
exchange for real
estate -- -- 650,000 -- 650,000 -- -- -- -- 650,000
Shares issued for
compensation -- -- 545,000 -- 545,000 -- -- (545,000) -- --
Shares issued as
charitable
contribution -- -- 50,000 -- 50,000 -- -- -- -- 50,000
Initial founders'
shares cancelled -- -- (250,000) -- -- -- -- -- -- --
Issuance of
subscription
receivable from
shareholders -- -- -- -- -- -- -- -- (74,240) (74,240)
Net loss for the
year ended
December 31, 2004 -- -- -- -- -- -- (672,219) -- -- (672,219)
------- -------- ----------- ------- -------- ------- ----------- --------- -------- -----------
(CONTINUED BELOW)
19a
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
At December 31, 2006
PREFERRED STOCK COMMON STOCK DEFICIT
------------------- -------------------- DISCOUNT ACCUMULATED
PAR VALUE PAR VALUE ADDITIONAL ON DURING THE DEFERRED SUBSCRIP-
PREFERRED $.001 COMMON $.001 PAID-IN COMMON DEVELOPMENT COMPEN- TION
SHARES $ AMOUNT SHARES $ AMOUNT CAPITAL STOCK STAGE SATION RECEIVABLE TOTAL
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
BALANCE AT
DECEMBER 31,
2004 -- -- 7,485,045 -- 2,551,305 -- (1,384,386) (545,000) (88,580) 533,339
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
Shares issued
for cash -- -- 745,655 -- 914,507 -- -- -- -- 914,507
Shares issued
to acquire
technology -- -- 37,500,000 -- 37,500,000 (37,500,000) -- -- -- --
Remaining
shares
issued in
exchange for
real estate -- -- 80,800 -- 80,800 -- -- -- -- 80,800
Shares issued
for services -- -- 53,500 -- 53,500 -- -- -- -- 53,500
Accounts
payable
converted to
equity -- -- 1,087 -- 1,087 -- -- -- -- 1,087
Stock
subscriptions
received, net -- -- -- -- -- -- -- -- 10,398 10,398
Amortization
of deferred
compensation -- -- -- -- -- -- -- 109,000 -- 109,000
Net loss for
the year
ended
December 31,
2005 -- -- -- -- -- -- (1,291,169) -- -- (1,291,169)
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
(CONTINUED BELOW)
19b
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
At December 31, 2006
PREFERRED STOCK COMMON STOCK DEFICIT
------------------- -------------------- DISCOUNT ACCUMULATED
PAR VALUE PAR VALUE ADDITIONAL ON DURING THE DEFERRED SUBSCRIP-
PREFERRED $.001 COMMON $.001 PAID-IN COMMON DEVELOPMENT COMPEN- TION
SHARES $ AMOUNT SHARES $ AMOUNT CAPITAL STOCK STAGE SATION RECEIVABLE TOTAL
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
BALANCE AT
DECEMBER 31,
2005 -- -- 45,866,087 -- 41,101,199 (37,500,000) (2,675,555) (436,000) (78,182) 411,462
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
Shares issued
for cash -- -- 2,786,286 -- 2,810,877 -- -- -- -- 2,810,877
Stock
subscriptions
received, net -- -- -- -- -- -- -- -- (582,511) (582,511)
Amortization
of deferred
compensation -- -- -- -- -- -- -- 109,000 -- 109,000
Shares issued
for services -- -- 14,123 -- 14,746 -- -- -- -- 14,746
Shares issued
for invest-
ment in land -- -- 22,500 -- 45,000 -- -- -- -- 45,000
Effect of
reverse
merger -- -- 72,241 48,761 (37,669,444) 37,500,000 -- -- -- (120,683)
Shares issued
for conver-
sion of debt -- -- 2,681,837 2,682 118,000 -- -- -- -- 120,682
Shares issued
for
consulting -- -- 25,000 25 49,975 -- -- -- -- 50,000
Shares issued
for merger
with Mobile-
stream Inc. -- -- 11,145,255 11,145 2,842,136 -- (10,498) -- -- 2,842,781
Cancellation
of shares
for merger
with Mobile-
stream Inc. -- -- (37,500,000) (37,500) 37,500 -- -- -- -- --
Preferred
convertible
stock issued
for merger
with Mobile-
stream
2 for 1
convertible
into common 35,236,188 $35,236 -- -- 468,138 -- -- -- -- 503,374
Net loss for
the year
ended
December 31,
2006 -- -- -- -- -- -- (4,246,058) -- -- (4,246,058)
---------- ------- ----------- -------- ------------ ------------ ----------- --------- --------- -----------
BALANCE AT
DECEMBER 31,
2006 35,236,188 $35,236 25,113,329 $ 25,113 $ 9,818,127 $ -- $(6,932,111) $(327,000) $(660,693) $ 1,958,672
========== ======= =========== ======== ============ ============ =========== ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
19c
GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Cash Flows
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
-------------
TWELVE MONTHS ENDED JULY 19, 2002
---------------------------- (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2006 2005 2006
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(4,246,058) $(1,301,669) $(6,932,111)
----------- ----------- -----------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH (USED IN)
OPERATING ACTIVITIES:
Depreciation 58,154 23,528 89,179
Common stock issued for services -- 64,000 532,300
Amortization of deferred compensation 109,000 109,000 218,250
Allowance reserve for note payable 650,000 -- 650,000
Loss on real estate -- (13,007) 87,036
Common stock issued as charitable contribution -- -- 50,000
CHANGES IN ASSETS AND LIABILITIES
(Increase) in prepaid expenses -- 2,882 --
(Increase) decrease in deposits 16,911 33,089 --
(Increase) in notes receivable (650,000) -- (650,000)
(Decrease) in accounts receivable
Increase in accounts payable (66,750) 122,133 (224,219)
----------- ----------- -----------
TOTAL ADJUSTMENTS 117,315 341,625 752,545
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (4,128,743) (960,044) (6,179,566)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (503,902) (8,923) (578,119)
Proceeds from sale of real estate -- 68,107 617,864
Investment (135,000) -- (145,000)
Investment in real estate, net -- -- (80,800)
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (638,902) 59,184 (186,055)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 2,810,877 914,507 3,725,384
Issuance of equity security and paid-in capital for
merger and other 2,941,321 596,471 5,772,949
Liability for stock to be issued 200,367 (109,805) 200,367
(Increase) decrease in stock subscription receivable (582,511) 10,398 (1,692,957)
Proceeds from officer's loan -- 38,550
Repayment of officer's loan (17,050) -- (38,550)
Proceeds from loan payable - vehicle 73,817 -- 100,133
Repayment of loan payable - vehicle (25,131) (5,195) (31,937)
Proceeds from loan payable - equipment 75,000 -- 75,000
Repayment of loan payable - equipment (13,315) -- (13,315)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,463,375 1,406,376 7,485,624
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 695,730 505,516 1,120,002
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD 1,074,272 568,756 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 1,770,002 $ 1,074,272 $ 1,120,002
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:
Common stock issued for services 64,746 $ 53,500 $ 532,300
=========== =========== ===========
Common stock issued as charitable contribution $ 45,000 $ -- $ 50,000
=========== =========== ===========
Accounts payable converted to equity $ -- -- $ 1,087
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
20
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS AND ORGANIZATION
-------------------------------------------------------------
Global Resource Corporation (the Company") was formed on July 19, 2002
in the state of New Jersey under the name Carbon Recovery Corporation
as a development stage company. The Company's business plan is to
research and develop and market the business of 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, converting
the materials into industrial products and chemicals for the petroleum
chemical industry.
To date, the Company has allocated a substantial portion of their time
and investment in bring their product to the market and the raising of
capital. The Company has not commenced any commercial operations as of
December 31, 2006.
On December 31, 2006, Global Resource Corporation acquired all the
assets and assumed all of the liabilities of Mobilestream Oil, Inc. in
exchange for; a) 11,145,255 shares of the Company's Common Stock; b)
the issuance by the Company for the benefit of the holders of the 2006
series of convertible preferred stock of Mobilestream of 35,236,188
shares of the Company's own "2006 Series" in the process of
designation; c) the issuance of 27,205,867 common stock purchase
warrants on the basis of 1 warrant for each 3 shares of either common
stock or preferred stock (the 2006 Series), exercisable at $4.75 per
share for a period ending on December 31, 2007. The ownership
Mobilestream owned 37,500,000 shares of the Company's stock which were
cancelled. The ownership of Mobilestream had a controlling interest in
the Company and due to the transfer of assets between entities under
common control, these transfers were recorded at their cost basis
(Pooling of interest) for accounting purposes. The net asset and
liabilities of Mobilestream equal approximately $2.4 million. The
assets consisted of cash approximately $1,678,000, receivables $650,000
million and fixed assets of $149,000 offset by liabilities of
approximately $91,000.
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, subsequent the convertible debenture was
eliminated by issuing 2,681,837 of the Company's common stock.. 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.
21
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS AND ORGANZIATION
-------------------------------------------------------------
(CONTINUED)
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.
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 December 31, 2006, the Company
maintained cash and cash equivalent balances at two financial
institution that is insured by the Federal Deposit Insurance
Corporation up to $100,000. At December 31, 2006 the Company's
uninsured cash balances total $1,578,362.
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.
22
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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.
Effective December 31, 2006 the Company completed a merger with
Mobilestream Corp. and due to the transfer of assets between entities
under common control, these transfers were recorded at their cost basis
(Pooling method) for accounting purposes. All account amounts and
shares amounts have been updated and presented to reflect the change.
Effective July 31, 2006 the Company completed a reverse split of its
common stock. All share amounts have been updated and presented to
reflect the change.
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.
23
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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:
Twelve Months Ended December 31,
--------------------------------
2006 2005
------------- -------------
Net loss ($ 4,246,058) ($ 1,301,669)
============= =============
Weighted-average common shares
Outstanding (Basic) 47,939,917 722
------------- -------------
Weighted-average common shares
Outstanding (Diluted) 47,939,917 722
============= =============
Weighted-average common stock equivalents for preferred stock
convertible to 1 for 2 of common are 70,472,376 and warrants common
stock equivalents are 33,909,407, these are not part of the
weighted-average outstanding common stock calculation due to
anti-dilution impact.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
Intangible Assets". This statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how
intangible assets that are acquired individually or with a group of
other assets (but not those acquired in a business combination) should
be accounted for in financial statements upon their acquisition. This
Statement also addresses how goodwill and other intangible assets
should be accounted for after they have been initially recognized in
the financial statements. In January 2005, the Company entered into a
licensing agreement with Careful Sell Holdings, Ltd., a related party.
(See Note 10)
24
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
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 December 31, 2006.
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.
25
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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.
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.
26
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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.
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.
27
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 3 - FIXED ASSETS
------------
Fixed assets as of December 31, 2006 were as follows:
ESTIMATED USEFUL
LIVES (YEARS) 2006
------------------ -----------------
Equipment 5-7 $ 451,293
Vehicles 5 127,513
-----------------
578,806
Less: accumulated depreciation (89,866)
-----------------
Fixed assets, net $ 488,940
=================
There was $58,154 and $23,528 charged to operations for depreciation
expense for the nine months ended December 31, 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 13.43% annually. Monthly payments on the
loan are approximately $1,723.
In October 2006 the Company entered into a three year loan related to
lab equipment. The principal amount of the loan is $73,817 at an
interest rate of 8.71% annually. Monthly payments on the loan are
approximately $2,396.
28
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 4 - LOANS PAYABLE - EQUIPMENT (CONTINUED)
-------------------------
2006
-----------------
Total Loans Payable $ 129,881
Less current maturities (36,929)
-----------------
Long-Term payable $ 92,952
=================
The amount of principal maturities of the loans payable by
years is as follows:
2007 $ 36,929
2008 40,964
2009 35,775
2010 16,213
-----------------
$ 129,881
=================
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 December 31, 2006 the deferred tax assets consist of the following:
TWELVE MONTHS ENDED
DECEMBER 31,
2006
-----------
Deferred taxes due to net
operating loss carryforward $ 1,884,633
Less: Valuation allowance (1,884,633)
-----------
Net deferred tax asset $ --
===========
29
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 5 - PROVISION FOR INCOME TAXES (CONTINUED)
--------------------------
At December 31, 2006, the Company had deficits accumulated during the
development stage in the approximate amount of $6,932,111 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.
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 $ 60,000
2008 60,000
2009 21,700
-------------
$ 141,700
=============
30
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 7 - GOING CONCERN
-------------
As shown in the accompanying financial statements, the Company incurred
substantial net losses for the periods ended December 31, 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.
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
--------------------
COMMON STOCK
------------
The following details the stock transactions for the Twelve months
ended Twelve 31, 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.
The Company issued 11,145,255 shares of common stock in merge with
Mobilesteam Inc. in exchange for assets & liabilities valued at
$2,511,998.
The Company cancelled 37,500,000 shares of common stock in merge with
Mobilestream due common ownership
31
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 8 - STOCKHOLDERS' EQUITY (CONTINUED)
--------------------
PREFERRED STOCK
---------------
The Company (Mobilestream which was merged into Global Resource
Corporation) issued 503,374,112 shares of preferred stock to the
President of the Company in 2006 from a cash payment made in 2005,
recorded to paid-in capital. This preferred stock has been re-issued
into Global Resource Corporation convertible preferred as a result of
the merger with Mobilestream. 35,236,188 shares have been issued which
can converted into common stock,1 preferred for 2 common stock shares.
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.
The Company issued 27,205,867 Common Stock Purchase warrants on the
basis of 1 warrant for each 3 shares of either common stock or
preferred stock (the 2006 Series), exercisable at $4.75 per share.
These warrants expire on December 31, 2007.
A summary of the status of the Company's outstanding stock warrants as
of December 31, 2006 is as follows:
Weighted Average
Shares Exercise Price
---------------- ----------------
Outstanding at January 1, 2006 - $ -
Granted 33,909,407 4.41
Exercised - -
Forfeited - -
---------------- ----------------
Outstanding at December 31, 2006 33,909,407 $ 4.41
---------------- ----------------
Exercisable at December 31, 2006 33,909,407 $ 4.41
---------------- ----------------
32
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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 include a
provision whereby the Company will pay Careful Sell royalties of 2% of
all revenues derived from the inventions. In further consideration for
the transfer of the inventions, the Company has issued to Careful Sell
a total of 37,500,000 shares of common stock of the Company. This
agreement supersedes a prior agreement not formalized between the
Company and Careful Sell in 2002.
33
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 10- RELATED PARTY TRANSACTION (CONTINUED)
-------------------------
In January 2006 Careful Sell merger with PSO Enterprises, Inc., a
Delaware corporation ("PSO"). At that time the separate existence of
Careful Sell ceased and PSO continues 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.
On December 29, 2006 the Company completed a merger with Mobilestream
Oil, which had a common control owners. The transfer of assets between
entities were recorded at their cost basis for accounting purposes. A
royalties receivable and payable in the amount of $125,634 was
eliminated in the consolidation of two companies. Revenue for royalties
and development expenses in amount of $1,166,667 was also eliminated in
the consolidation of the two companies.
NOTE 11- NOTE RECEIVABLE
---------------
On September 22, 2006, the Mobilestream Oil, Inc. loaned $650,000 to M
J Advanced Corporation Communications ("MJACC") with the understanding
that MJACC would advance money to CRCIC, LLC a limited liability
company for, the purpose to acquire a shell corporation (Global
Resources Corporation) for Carbon Recovery Corporation to perfect a
reverse merger. Subsequent to the balance sheet date, a dispute arose
with respect to the agreement. A resolution was agreed upon where
400,000 shares of Global Resources Corporation stock owned by MJACC and
CRCIC have been transferred to an attorney as escrow for satisfaction
of the note payable to the Company and MJACC and CRCIC relinquished all
rights. The stocks held in escrow will be sold by the Escrow agent to
satisfy the loan amount.
The note has been fully reserved due to market price volatility of the
Company's common stock price.
34
GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 12- SUBSEQUENT EVENTS
-----------------
Subsequent to the balance sheet date, in March 2007, the Company
authorized two payment transaction for services by issuing stock in
lieu of cash; 11,000 shares in consideration for services regarding
testing of customer samples and 20,000 shares in consideration for
services rendered in regarding merger and acquisition.
35
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
As previously reported on Form 8-K filed November 3, 2006, effective November 2,
2006, the Company dismissed HJ Associates & Consultants, LLP as Global Resource
Corporation's independent accountants. HJ Associates & Consultants, LLP audited
the Company's financial statements for the three years ended March 31, 2006,
March 31, 2005 and March 31, 2004. The reports of HJ Associates & Consultants,
LLP for those fiscal years did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to audit scope or accounting
principles. However, the reports of HJ Associates & Consultants, LLP for those
fiscal years were qualified with respect to uncertainty as to the Company's
ability to continue as a going concern. During the Company's two most recent
fiscal years (as well as during the previous year as well) and any subsequent
period through the date of dismissal there were no disagreements with HJ
Associates & Consultants, LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of HJ Associates &
Consultants, LLP would have caused it to make reference to such disagreements in
its reports. On November 2, 2006 the Company retained Bagell, Josephs, Levine &
Company, LLC to act as its independent accountants. The Company has authorized
HJ Associates & Consultants, LLP to discuss any matter relating to the Company
with Bagell, Josephs, Levine & Company, LLC. The change in the Company's
auditors was approved by the Board of Directors. We did not request any answer
from Bagell, Josephs, Levine & Company, LLC regarding application of accounting
principles or audit opinion type prior to engaging them to replace HJ Associates
& Consultants, LLP . Bagell,
36
Josephs, Levine & Company, LLC have been the accountants for Carbon Recovery
Corporation prior to the Company's acquisition of Carbon Recovery Corporation's
assets and business.
ITEM 8A. CONTROLS AND PROCEDURES.
1. Reclassification of and changed accounting for convertible debentures. On
July 3, 2006, the Company concluded that it was necessary to restate its
financial results for the fiscal year ended March 31, 2005 and for the interim
periods ended September 30 and December 31, 2004 and 2005 and for the interim
period ended June 30, 2005 to reflect additional non-operating gains and losses
related to the classification of and accounting for convertible debentures
issued in fiscal 2005. The Company had previously determined a beneficial
conversion feature, valued the conversion features at the intrinsic value and
classified the convertible instruments as equity. After further review, the
Company determined that those instruments should have been classified as
derivative liabilities and, therefore, the fair value of each instrument should
have been recorded as a derivative liability on the Company's balance sheet.
Changes in the fair values of those instruments resulted in adjustments to the
amount of the recorded derivative liabilities and the corresponding gain or loss
will be recorded in the Company's statement of operations. At the date of the
conversion of each respective instrument or portion thereof, the corresponding
derivative liability was classified as equity. The Company filed amended Forms
10-QSB reflecting these changes.
2. Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the Company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e))
as of the end of the period covered by this report. The Company's disclosure
controls and procedures are designed to ensure (i) that information required to
be disclosed by the Company in the reports the Company files or submits under
the Exchange Act are recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms; and (ii) that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is accumulated and communicated to the Company's management,
including its principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The Company has evaluated, with the participation of our CEO and CFO, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of December 21, 2006, pursuant to Exchange Act Rule 15d-15.
Based upon that evaluation, the CEO and CFO identified deficiencies that existed
in the design or operaton 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:
37
o As of December 31, 2006 there was a lack of accounting personnel with
the requisite knowledge of Generally Accepted Accounting Principles in
the US ("GAAP") and the financial reporting requirements of the
Securities and Exchange Commission.
o As of December 31, 2006 there were insufficient written policies and
procedures to insure the correct application of accounting and
financial reporting with respect to the current requirements of GAAP
and SEC disclosure requirements.
o As of December 31, 2006 there was a lack of segregation of duties, in
that we only had one person performing all accounting-related duties.
The Company has taken the following corrective measures to address the material
weaknesses identified above and to improve our internal controls over financial
reporting:
1. We recognized the need to gain sufficient expertise in the knowledge of
"GAAP" and the financial reporting requirements of the SEC and, in the third
quarter of 2006, we hired a third party accounting firm to assist management in
the preparation of the financial statements.
2. In the fourth quarter of 2006 we hired a third party accounting firm
with the expertise to assist management in establishing and writing accounting
policies and procedures needed to ensure the correct application of accounting
and financial reporting with respect the current requirements of GAAP and SEC
disclosure requirements. This third party accounting firm will also assist us in
evaluating and implementing internal control standards, as well as begin our
Sarbanes-Oxley process.
Notwithstanding the existence of material weaknesses in our internal control
over financial reporting, our managment believes, including our Chief Executive
Officer and Chief Financial Officer that the consolidated financial statements
included in this report fairly present in all material respects our financial
condition, results of operations and cash flows for the periods presented.
ITEM 8B OTHER INFORMATION
There is no information required to be disclosed in a report Form 8-K during the
fourth quarter of the year covered by this Form 10-KSB, but not reported.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. DIRECTORS AND
EXECUTIVE OFFICERS.
The position(s) held by each of our executive officers and Directors as of April
15, 2007 are shown in the following table. Biographical information
38
for each is set forth following the table. Messrs. Pringle and Andrews were
elected on September 22, 2006. Frederick A. Clark was elected on December 14,
2006. Each Director serves for a one-year term and until a successor is elected
and has qualified. Currently, our Directors are not compensated for their
services, although their expenses in attending meetings are reimbursed.
Name Age Position
---- --- --------
Frank G. Pringle 63 Chariman of the Board of Directors,
President/CEO
Jeffrey J. Andrews 55 Director, Secretary/Treasurer, CFO
Frederick A. Clark 44 Director
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, and 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 Jeff was the Controller of Encapsulation Systems Inc. He joined the Company
upon the acquisition of Carbon Recovery Corporation on September 22, 2006, but
he had been employed by Carbon Recovery Corporation since November 1, 2004.
Frederick A.Clark is President/CEO of Clark Resources, Inc., a governmental
relations consulting firm located in Harrisburg, Pennsylvania. Mr. Clark
graduated from Pennsylvania State University with a BA in Elementary Education
in 1985. Mr. Clark has served as a member of the Board of Education of the
Harrisburg School District, has served as the President of the African American
Chamber of Commerce, is the former CEO of the Urban League of Metropolitan
Harrisburg, and is currently Chairman of the National African American Cultural
Center. For the past several years, Mr. Clark has been a part-time lecturer at
the Pennsylvania Governor's School on Business and Industry and has been
appointed by the past three Pennsylvania governors to serve on boards and
commissions. Clark Resources, Inc. is
39
representing the Company in Pennsylvania for matters with respect to the
proposed tire disposal facility.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered call of
our equity securities to file with the SEC initial statements of beneficial
ownership on Form 3, reports of changes in ownership on Form 4 and annual
reports concerning their ownership on Form 5. Executive officers, directors and
greater than 10% stockholders aare required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.
AUDIT COMMITTEE
Up to June 7, 2006, the Company had an audit committee, but that was effectively
dissolved as a result of the resignations of the former members (Messrs.
Caldwell, Ferandell, Jordan, and van Adelsberg). Since then, the Company has not
had, and does not currently have, a separately designated standing audit
committee.
CODE OF ETHICS
The Company previously adopted a Code of Ethics which is focused on the
Company's former status as a BDC. Since termination of that status (see Item 1
above), the Company has not adopted a further Code of Ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer, or persons performing similar functions. The Company is currently
studying a proposed new Code of Ethics with a view to adopting one which meets
the needs of our current management structure and business operations.
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
For their services for the fiscal year ended December 31, 2006, neither the
former directors (except as discussed below) nor the current directors were
compensated for their services as directors. The Company does not intend to
compensate its current directors, or any additional directors who may be
elected; however, expenses of attending meetings will be reimbursed. During the
fiscal year ended December 31, 2006 there were no formal meetings of the Board
of Directors; action was taken by written consent.
Mary K. Radomsky served as the sole director and officer from June 7, 2006 to
September 22,
40
2006. Although she was not compensated, the in-coming directors voted to give
her an honorarium by the issuance of 25,000 shares of the Company's Common
Stock.
COMPENSATION OF MANAGEMENT
Name & Principal Other
Position Year Salary Bonus Compensation
------------------------------- ---- ------ ----- ------------
Frank G. Pringle 2006 -0-(1) -0- Company Cars(1)
President, Chief Executive Life Insurance(1)
Officer, and Chairman of the
Board of Directors
Jeffrey J. Andrews 2006 $ 30,800(2) -0- -0-
Secretary, Treasurer, Chief
Financial Officer, Director
Richard Mangierelli 2006 $ 30,000(3) -0- -0-
President, Chief 2005 60,000(3) -0- -0-
Executive Officer 2004 -0- -0- -0-
Secretary and Chairman of the
Board of Directors
Jimmy Villalobos 2005 $ 30,000(3) -0- -0-
President (from
September 15, 2004
through June 17, 2005)
1 Mr. Pringle received $ 26,000 as the President of Carbon Recovery Corporation
and $259,416.67 as the President of Mobilestream Oil, Inc. during 2006. Mr.
Pringle and members of his family (who are also employees) are assigned 3
company cars. The Company carries $6,000,000 in Key Man LIfe Insurance on Mr.
Pringle, of which $2,000,000 is payable to his wife and the balance to the
Company.
2 Mr. Andrews received $69,200 as the Treasurer/CFO of Carbon Recovery
Coporation in addition to the $30,800 paid by the Company.
3 Represents salary accrued but not paid during 2003 through 2006. These
liabilities were subsequently settled and paid as of the date prior to the
filing of Form 10-KSB for the fiscal year ended March 31, 2006.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
41
The following table sets forth, as of April 13, 2007, 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 April 13, 2007, there were
7,215,034 shares issued and outstanding of record.
Shares of Percentage
Common as of
Name and Address of Beneficial Owners Stock 04/13/2007(1)
------------------------------------- ------------- -------------
Frank G. Pringle 70,619,574(2) 73.1%
109 Bortons Road
Marlton, New Jersey 08053
Jeffrey J. Andrews -0-(3) -0-(3)
8 Cushman Road
Rosemount, Pennsylvania 19010
Frederick A. Clark -0- -0-
321 N. Front Street
Harrisburg, Pennsylvania 17101
Lois Augustine Pringle 2,305,000 8.8%
109 Bortons Road
Marlton, New Jersey 08053
Olde Monmouth Stock Transfer Co., Inc., Trustee
Carbon Recovery Corporation
Liquidating Trust 11,188,996(4) -0-(5)
200 Memorial Parkway
Atlantic Higlands, New Jersey 07716
Olde Monmouth Stock Transfer Co., Inc., Trustee
Mobilestream Oil, Inc.
Liquidating Trust 11,145,225 -0-(5)
200 Memorial Parkway
Atlantic Higlands, New Jersey 07716
All Directors and Officers as a Group (3 persons) 70,619,574(2),(3) 73.1%
42
-----------
1 Based on 26,137,480 shares issued and outstanding as of April 13, 2007,
without including the 70,500,574 shares issuable upon conversion of the 2006
Series of Convertible Preferred Stock or issuable upon exercise of the warrants
or stock options. For purposes of calculating Mr. Pringle's percentage of
ownership, however, the 70,500,574 shares were included in the base.
2 Includes 70,500,574 shares of Common Stock obtainable upon conversion of the
Company's 2006 Series of Convertible Preferred Stock and 119,000 shares
distributable from the liquidating trust as a shareholder of Carbon Recovery
Corporation. Does not include 2,305,000 shares held by Lois Augustine-Pringle,
his wife, in which he denies a beneficial interest..
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 issued by the Company for the acquisition of the assets
was subsequently reduced to 11,188,996 shares by the cancellation of the
37,500,000 shares of the Company's Common Stock indirectly owned by the Company
in the Carbon Recovery Liquidating Trust after the acquisition of the assets of
Mobilestream Oil, Inc. which had owned the 37,500,000 shares of Carbon Recovery
Corporation.
5 Old Monmouth Stock Transfer Co., Inc. is the Trustee of both Liquidating
Trusts; it has no beneficial interest in the shares held in the trusts. With the
exceptions of Frank G. Pringle and Lois Augustine Pringle, no person or entity
has a 5% or greter interest in the Company as the result of his/her/its
beneficial interest in either Liquidating Trust.
CHANGES IN CONTROL
On June 7, 2006, an unrelated third party acquired the Restated and Amended
Debenture owned by Transnix Global Corporation, which represented the balance of
the indebtedness by the Company to Transnix in the principal amount of $102,345
and accrued interest of $16,274. In conjunction with the assignment of the
Debenture, all of the Company's directors (Messrs. Caldwell, Ferandell, Jordan,
Mangiarelli and van Adelsberg) and the Company's sole officer, Richard
Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was elected as a
director and as the sole officer of the Company.
On September 22, 2006, we acquired the assets and development stage business of
Carbon Recovery Corporation. In conjunction with that transaction, we issued
48,688,996 shares of our Common Stock, which represented a controlling interest.
Mary K. Radomsky, as the Company's sole director, elected Frank G. Pringle and
Jeffrey J. Andrews as directors and then resigned as a director and as the sole
officer. The newly-elected directors then appointed Frank G. Pringle as the
President/CEO and Jeffrey J. Andrews as the Secretary/Treasurer/CFO.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Since April 1, 2006, the beginning of the fiscal year ended December 31, 2006,
the Company has engaged in two transactions for the acquisition of assets and
businesses where related persons had an interest. These have been described
elsewhere in this Report; however, in summary, the
43
transactions were:
1. The acquisition of the assets of Carbon Recovery Corporation on
September 22, 2006; and
2. The acquisition of the assets of Mobilestream Oil, Inc. on December 31,
2006.
Frank G. Pringle, the Company's Chairman, President and CEO, was elected to the
Board of the Company in connection with the closing of the Carbon Recovery
acquisition. Mr. Andrews, the Company's Secretary, Treasurer and CFO, was also
elected to the Board at that time, following which they appointed themselves to
the respective offices.
During the period since September 22, 2006 when the Company acquired the assets
of Carbon Recovery Corporation, the Company has had various transactions with
Mr. Pringle. Mr. Pringle is the inventor of the variable microwave technology
embodied in the four patent applications which he assigned to a predecessor of
Mobilestream Oil, Inc. and which is now owned by the Company as the result of
the acquisition of the assets as described above. Mr. Pringle had owned shares
of Mobilestream Oil, Inc.'s Common Stock, which had been converted into
503,374,112 shares of Mobilestream's 2006 Series of Convertible Preferred Stock.
In conjunction with the acquisition of the assets of Mobilestream Oil, Inc., in
addition to the issuance of 11,145,225 shares of the Company's Common Stock for
the holders of Mobilestream's Common Stock, the Company issued 35,250,287 shares
of its own 2006 Series of Convertible Preferred Stock for Mr. Pringle (the sole
holder of Mobilestream's 2006 Series) using the same conversion ratio as for the
Common Stock. Each share of the Company's 2006 Series is convertible into 2
shares of the Company's Common Stock, but prior to January 1, 2009 conversion is
limited to that number of shares of Common Stock which is less than 4.99% of the
issued and outstanding Common Stock after conversion. Each share of the 2006
Series has 2 votes per share, voting with the Common Stock as a single class,
and elects a majority of the Board of Directors.
Mr. Pringle has an employment agreement covering his services, as the Company's
head of R&D, for the length of the life of the patents which may be issued upon
the 4 patents pending. Mr. Pringle currently serves as Chariman of the Board,
President and Chief Executive Officer, but his duties as President and CEO are
expected to terminate prior to January 1, 2009 with him continuing with his R&D
duties. As noted under "Compensation of Management", in 2006 Mr. Pringle
received compensation from both Carbon recovery Corporation and from
Mobilestream Oil, Inc., but not from the Company. His compensation has been
assumed by the Company effective January 1, 2007.
ITEM 13. EXHIBITS
EXHIBIT INDEX
No. Description of Exhibit
------ ----------------------
2.2* Stock Purchase Agreement
3.1* Articles of Incorporation
3.2* Amended and Restated Bylaws
44
4.1* Form of Debenture
4.2* 2004 Stock Option Plan
10.1* Release and Indemnity Agreement
10.2* Operating Agreement for Well Renewal LLC
10.1* Pledge Agreement, dated November 18, 2005 between Global Resource
Corporation and Transnix Global Corporation
10.2* Agreement, dated December 15, 2005 bewteen Global Resource Corporation
and Transnix Global Corporation.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes- Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes- Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
* Exhibit previously filed.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
With this report on Form 10-KSB the Company is changing its fiscal year from
March 31 to December 31. For the fiscal years ended March 31, 2005 and March 31,
2006, the Company's principal accountants were HJ Associates and Consultants,
LLP, but on November 3, 2006, following the filing of the restated financial
statements for prior periods, the Company changed accountants. See Item 8,
above. The principal accountants for this transitional report are Bagell,
Josephs, Levine & Company, LLC.
Audit Fees
----------
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the Company's principal accountants for the audits of the
Company's annual financial statements and review of financial statements
included in the Company's 10-QSB filings were:
Fiscal Period Accountants Amount
--------------------------------------------------------------------------------
March 31, 2006 HJ Associates & Consultants, LLP $22,000
March 31, 2005 HJ Associates & Consultants, LLP $15,500
Audit-related Fees
------------------
The Company filed amdendments to Forms 10-QSB containing restated financial
statements for
45
which it paid the principal accountants $10,383. The Company filed a Form S-8
for which the review and consent fee was $800.
Tax Fees
--------
None for 2006; $475 was paid for the preparation of the Company's tax return for
2005.
All Other Fees
--------------
None.
46
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL RESOURCE CORPORATION
By /s/ Frank G. Pringle, President/CEO
--------------------
Frank G. Pringle, Pres./CEO
Date August 7, 2007
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By /s/ Frank G. Pringle CEO
------------------------
Frank G. Pringle, CEO, Director
Date August 7, 2007
By /s/ Jeffrey D. Andrews, CFO Director
------------------------------------
Jeffrey J. Andrews, CFO, Director
Date August 7, 2007
47