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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
-----------------
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to_______________
Commission File No.: 000-50944
GLOBAL RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 84-1565820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9444 Waples Street, Suite 290
San Diego, CA 92121
(Address of principal executive offices)
Issuer's telephone number: (858) 646-7410
(Former name, former address and former fiscal year, if changed since last
report)
-------------------
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
As of February 22, 2005, 7,215,034 shares of Global Resource's common stock were
outstanding.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Balance Sheets
ASSETS
------
December 31, March 31,
2004 2004
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ 95,485 --
Accounts receivable -- 2,887
Inventory -- 5,184
----------- -----------
Total Current Assets 95,485 8,071
----------- -----------
FIXED ASSETS, NET -- 11,037
----------- -----------
TOTAL ASSETS $ 95,485 $ 19,108
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Cash overdraft $ -- $ 13,736
Accounts payable 10,406 19,331
Accounts payable - related party 25,399 --
Accounts payable - advanced -- 247,546
Accrued expenses - related 6,000 64,089
Notes payable -- 53,518
Wages payable 96,000 --
Accrued interest 1,670 --
Convertible debentures (Note 4) 107,025 --
----------- -----------
Total Current Liabilities 246,500 398,220
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred Stock: 50,000,000 shares authorized of $0.001
par value, no shares issued and outstanding -- --
Common stock: 2,000,000,000 shares authorized, of
$0.001 par value, 7,215,000 and 2,400,000 shares
issued and outstanding, respectively 7,215 2,400
Additional paid-in capital (deficit) 7,022,020 (275,368)
Accumulated deficit (7,180,250) (106,144)
----------- -----------
Total Stockholders' Deficit (151,015) (379,112)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 95,485 $ 19,108
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Statements of Operations
(Unaudited)
For the three months ended For the nine months ended
December 31, December 31,
-------------------------- --------------------------
2004 2003 2004 2003
----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ --
COST OF GOODS SOLD -- -- -- --
----------- ----------- ----------- -----------
GROSS PROFIT -- -- -- --
----------- ----------- ----------- -----------
OPERATING EXPENSES
Payroll 96,000 -- 96,000 --
Professional fees 43,055 -- 94,199 --
Rent 6,000 -- 6,000 --
General and administrative 8,321 -- 8,321 --
----------- ----------- ----------- -----------
Total Operating Expenses 153,376 -- 204,520 --
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (153,376) -- (204,520) --
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest (101,670) -- (126,670) --
----------- ----------- ----------- -----------
Total Other Income (Expense) (101,670) -- (126,670) --
----------- ----------- ----------- -----------
LOSS BEFORE
DISCONTINUED OPERATIONS (255,046) -- (331,190) --
----------- ----------- ----------- -----------
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 3) -- (73,270) (116,946) (99,284)
----------- ----------- ----------- -----------
NET LOSS $ (255,046) $ (73,270) $ (448,136) $ (99,284)
=========== =========== =========== ===========
BASIC LOSS PER SHARE
Continuing Operations $ (0.05) $ -- $ (0.10) $ --
Discontinued Operations -- (0.07) (0.04) (0.13)
----------- ----------- ----------- -----------
Total Loss per Share $ (0.05) $ (0.07) $ (0.14) $ (0.13)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 5,013,043 1,010,000 3,274,182 757,500
=========== =========== =========== ===========
Note: The three and nine months ending December 31, 2003 represent operations
for Advanced Healthcare Technologies, Inc., prior to the change of control, the
reverse merger, or the spin-off of NutraTek, LLC.
The accompanying notes are an integral part of these financial statements.
F-3
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Statements of Cash Flows
(Unaudited)
For the nine
months ended
December 31,
----------------------------
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (448,136) $ (99,284)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 509 500
Equity issuances for stock -- --
Debenture issued for services 25,000 --
Noncash interest expense related to
beneficial conversion feature of debt 125,000 --
Changes in assets and liabilities :
(Increase) in accounts receivable -- (11,686)
(Increase) in inventory -- (2,782)
Increase in accounts payable and
accounts payable - related party 35,805 18,523
Increase in accrued expenses 103,670 49,077
Changes in discontinued assets and liabilities 106,679 --
------------ ------------
Net Cash Used by Operating Activities (51,473) (86,006)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets -- (10,908)
------------ ------------
Net Cash Used by Investing Activities -- (10,908)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock sold or subscribed for cash 12,200 --
Loans from related party -- 28,500
Cash used for partner draw (12,006) (3,373)
Cash contributed by former officer 20,000 --
Proceeds from issuance of note payable 15,500 --
Proceeds from convertible debenture 125,000 --
Equity infusion -- 24,518
Change from cash overdraft (13,736) 6,915
------------ ------------
Net Cash Provided by Financing Activities $ 146,958 $ 56,560
------------ ------------
The accompanying notes are an integral part of these financial statements.
F-4
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the nine
months ended
December 31,
-----------------------
2004 2003
---------- ----------
NET INCREASE (DECREASE) IN CASH 95,485 --
CASH AT BEGINNING OF PERIOD -- --
---------- ----------
CASH AT END OF PERIOD $ 95,485 $ --
========== ==========
CASH PAID FOR
Interest $ -- $ --
Income taxes $ -- $ --
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Contributed capital by shareholders $ 247,546 $ --
The accompanying notes are an integral part of these financial statements.
F-5
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Notes to the Financial Statements
December 31, 2004 and March 31, 2004
NOTE 1 - FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at December 31, 2004 and for all
periods presented have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March
31, 2004 audited consolidated financial statements. The
results of operations for the period ended December 31, 2004
are not necessarily indicative of the operating results for
the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using the
accounting principles generally accepted in the United States
of America applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has had a
change in control and has changed its business plan and it has
not generated any revenues. The future of the Company is
dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities. Management plans to research possible
acquisitions of various entities and an officer of the Company
has agreed to loan the Company funds as needed to sustain
business for a period of twelve months. However, the Company
is dependent upon its ability to secure equity and/or debt
financing and there are no assurances that the Company will be
successful, without sufficient financing it would be unlikely
for the Company to continue as a going concern.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments that might arise
from this uncertainty.
NOTE 3 - DISCONTINUED OPERATIONS
On June 30, 2004, the Company's CEO entered into an agreement
to sell 1,260,000 of the Company's common stock and his
controlling interest to an unrelated individual. This resulted
in the Company's wholly owned subsidiary, NutraTek, LLC, being
spun off and left Advanced Healthcare Technologies Inc. as the
remaining shell company.
All assets were associated with the discontinued operations as
well as all of the liabilities except for $247,546 which was
associated with Advanced.
F-6
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Notes to the Financial Statements
December 31, 2004 and March 31, 2004
NOTE 3 - DISCONTINUED OPERATIONS (Continued)
The net loss from discontinued operations for the three and
nine months ended December 31, 2003 are the operations of
Nutratek for that time period.
For the three For the nine
months ended, months ended,
December December
31, 2003 31, 2003
----------- -----------
REVENUES $ 47,133 $ 192,670
COST OF GOODS SOLD 20,015 (105,191)
----------- -----------
GROSS PROFIT 27,118 87,479
----------- -----------
OPERATING EXPENSES
Payroll 57,181 72,963
Rent 9,729 10,629
Professional fees 7,100 13,621
General and administrative 26,378 89,550
----------- -----------
Total Operating Expenses 100,388 186,763
----------- -----------
LOSS FROM OPERATIONS (73,270) (99,284)
----------- -----------
OTHER EXPENSE -- --
----------- -----------
NET LOSS $ (73,270) $ (99,284)
----------- -----------
BASIC LOSS PER SHARE $ (0.07) $ (0.13)
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,010,000 757,500
=========== ===========
F-7
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Notes to the Financial Statements
December 31, 2004 and March 31, 2004
NOTE 3 - DISCONTINUED OPERATIONS (Continued)
The net loss from discontinued operations for the nine months
ended December 31, 2004 are the operations of Nutratek for the
three months ended March 31, 2004 because Nutratek had a
December 31 year end.
For the three
months ended,
March 31, 2004
-------------
REVENUES $ 15,349
COST OF GOODS SOLD 4,108
-------------
GROSS PROFIT 11,241
-------------
OPERATING EXPENSES
Payroll 53,930
Rent 2,271
Professional fees 49,104
Depreciation 509
General and administrative 21,362
-------------
Total Operating Expenses 127,175
-------------
LOSS FROM OPERATIONS (115,935)
-------------
OTHER EXPENSE
Interest Expense (1,011)
-------------
Total Other Expense (1,011)
-------------
NET LOSS $ (116,946)
-------------
BASIC LOSS PER SHARE $ --
=============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,371,942
=============
F-8
GLOBAL RESOURCE CORPORATION
FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.
Notes to the Financial Statements
December 31, 2004 and March 31, 2004
NOTE 4 - BENFICIAL COVERSION FEATURES OF DEBT
The Company recognized a beneficial conversion feature for a
$25,000 convertible debenture, due February 1, 2005, with an
8% interest rate per year, that was issued in the second
quarter. The Company also recognized two additional beneficial
conversion features for two $50,000 convertible debentures,
both due April 1, 2005, both with an 8% interest rate per
year, which were issued in the third quarter. All of the
convertible debentures were convertible into shares of common
stock at a price per share equal to a 50% discount to the
lowest closing bid on the day of conversion, or at the lowest
price allowable as set by The Company in an effective
registration statement or exemption notification as filed with
the Securities and Exchange Commission. A total discount of
$125,000 for all three debentures has been amortized as
non-cash interest expense as of December 31, 2004
NOTE 5 - SIGNIFICANT EVENTS
During the second quarter the Company amended their Articles
of Incorporation to increase their shares of common stock
authorized from 500,000,000 to 2,000,000,000 and to increase
their shares of preferred stock authorized from 5,000,000 to
50,000,000. In addition, during the second quarter, the
Company had a 1 for 100 reverse stock split. All references to
common stock have been retroactively restated.
During the second quarter the Company changed the name of the
Company from Advanced Healthcare Technologies, Inc. to Global
Resources Corporation. Additionally, the Company notified the
Securities and Exchange Commission of their desire to be
regulated as a Business Development Company, pursuant to the
provisions of section 54(a) of the Investment Company Act of
1940 (the "Act") to be subject to the provisions of sections
55 through 65 of the Act.
NOTE 6 - SUBSEQUENT EVENTS
Subsequent to December 31, 2004, the Company issued two
convertible debentures, one for $25,000 and one for $30,000,
both due June 2005, both with an 8% interest rate per year.
The convertible debentures are convertible into shares of
common stock at a price per share equal to a 50% discount to
the lowest closing bid on the day of conversion, or at the
lowest price allowable as set by the Company in an effective
registration statement or exemption notification as filed with
the Securities and Exchange Commission.
Subsequent to December 31, 2004, the Company obtained a 50%
controlling interest in a Nevada limited liability company
called Well Renewal, LLC ("Well Renewal"). The interest was
obtained with a capital contribution of $150,000. The business
plan of Well Renewal is to obtain revenues via the management
and operation of thirty oil wells located in Oklahoma.
F-9
ITEM 2 - PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with our unaudited consolidated condensed financial statements and related notes
included in this report. This report contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as "may," "will," "should,"
"expects," "anticipates," "estimates," "believes," or "plans" or comparable
terminology are forward-looking statements based on current expectations and
assumptions.
Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Change of Control
On June 30, 2004, Richard Mangiarelli purchased 126,000,000 shares of
Global Resource common stock from its former President, Chief Executive Officer,
Director, and majority stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli
now holds approximately 52.5% of the issued and outstanding common stock of
Global Resource.
In connection with this change in control, Mr. Sanchez resigned as
Global Resource's President and Chief Executive Officer, Joel Rockwood resigned
as its Vice President and Chief Scientific Officer, and Michael MacArthur
resigned as its Secretary. The board of directors appointed Mr. Mangiarelli as
the new President, Chief Financial Officer, and Secretary. In addition, Mr.
Sanchez, Mr. Rockwood, Virginia Sanchez, Carmen Sanchez, and Joe V. Overcash
resigned as directors of Global Resource. The outgoing directors appointed
Richard Mangiarelli to fill the vacancies on the board.
On June 30, 2004, Global Resource entered into a Release and Indemnity
Agreement with Johnny Sanchez, its former President, Chief Executive Officer,
Director, and majority stockholder, pursuant to which Global Resource sold the
all of its membership interest in NutraTek to Mr. Sanchez in exchange for Mr.
Sanchez's agreement to do the following: (a) release Global Resource from any
and all claims that Mr. Sanchez may have had against Global Resource; (b)
indemnify Global Resource for any and all claims against or liabilities of
Global Resource that existed before June 30, 2004, and (c) to cooperate with and
assist Global Resource in connection with its reporting obligations or filing
requirements under the Securities Act of 1933, as amended, and Securities
Exchange Act of 1934, as amended, and to deliver such other instruments and take
such other actions as may be reasonably requested by Global Resource in order to
carry out the intent of the agreement.
Before the change of control described above, Global Resource's
principal business and operations were those of NutraTek. NutraTek researched,
developed, and thereafter contracted with third parties to manufacture its own
line of nutritional dietary supplements, functional food products and natural
sweeteners.
Business Development Company Election
Global Resource's new management has decided to terminate the
nutritional products business and become a business development company. On
September 17, 2004, Global Resource filed a notice with the Securities and
Exchange Commission electing to be regulated as a business development company
under the Investment Company Act of 1940, as amended. As a business development
company, Global Resource shall focus on making investments in securities, and
making available significant managerial assistance with respect to the issuers
of such securities, of companies that meet the following criteria:
A. is organized under the laws of, and has its principal place of
business in, one of the states of the United States;
B. is not an investment company, as defined in the Investment Company
Act of 1940; and
2
C. satisfies one of the following:
1. it does not have any class of securities with respect to
which a member of a national securities exchange, broker, or dealer may
extend or maintain credit to or for a customer pursuant to rules or
regulations adopted by the Board of Governors of the Federal Reserve
System under section 7 of the Securities Exchange Act of 1934;
2. it is controlled by a business development company, either
alone or as part of a group acting together, and such business
development company in fact exercises a controlling influence over the
management or policies of such eligible portfolio company and, as a
result of such control, has an affiliated person who is a director of
such eligible portfolio company;
3. it has total assets of not more than $4,000,000, and
capital and surplus (shareholders' equity less retained earnings) of
not less than $2,000,000, except otherwise allowed by the Securities
and Exchange Commission; or
4. it meets such other criteria as management may establish
consistent with the rules and regulations of the Securities and
Exchange Commission.
Effective January 11, 2005, Global Resource entered into an operating
agreement with Well Renewal, Inc., an Oklahoma corporation, for the operation
and management of Well Renewal, LLC, a newly formed Nevada limited liability
company. Well Renewal, LLC was formed to obtain revenues via the management and
operation of thirty oil wells located in various locations in Oklahoma by
utilizing a nitrogen and carbon dioxide gas injection unit to "pump up" and
re-pressure the wells to increase oil output. Global Resource's capital
contribution to Well Renewal, LLC was $150,000 for a fifty percent membership
interest. Well Renewal, Inc.'s capital contribution to Well Renewal, LLC was
comprised of (i) the assignment and sale of a NCO2 Injection Machine, and (ii)
the assignment and sale of various leases held by Well Renewal, Inc., for a
fifty percent membership interest.
Global Resource is currently evaluating other prospective eligible
portfolio companies for investment, and it intends to continue to do so over the
next twelve months. In that time period, Global Resource intends to hire from
six to up to fifty employees, depending on the nature of the portfolio companies
in which it invests. Global Resource has established a stock option plan in
order to attract and retain employees and to provide employees who make
significant and extraordinary contributions to Global Resource's long-term
growth and performance with equity-based compensation incentives.
Global Resource intends to retain any future earnings to finance the
expansion of its business and any necessary capital expenditures, and for
general corporate purposes.
Liquidity and Capital Resources
Global Resource currently has limited working capital with which to
satisfy its cash requirements, and it will require additional capital in order
to conduct operations. Global Resource anticipates that we will at least
$250,000 in additional working capital in order to sustain operations for the
next 12 months. This requirement may increase substantially, depending on the
nature and capital requirements of the business opportunities it elects to
pursue.
In order to obtain working capital, from October, 2004 to January,
2005, Global Resource issued convertible debentures in the aggregate principal
amount of $155,000 in a private placement. The notes are due approximately five
(5) months after issuance and bear interest at a rate of eight percent (8%). The
notes are convertible into shares of Global Resource's common stock, at the
option of either Global Resource or the holder of the note, at a floating
conversion price of fifty percent (50%) of the closing bid price per share on
the day of conversion, or at the lowest price allowable as set by Global
Resource in an effective registration statement or exemption notification as
filed with the Securities and Exchange Commission. Global Resource is obligated
to register the resale of the shares of common stock issuable upon conversion of
the debenture under the Securities Act of 1933, as amended, or to otherwise
provide an acceptable exemption to registration under Regulation E of the
Securities Act of 1933, as amended.
3
In addition, in September 2004, Global Resource commenced an offering
of its common stock pursuant to Regulation E of the Securities Act of 1933, as
amended. Pursuant to this offering, holders of the debentures referenced above
have converted, in the aggregate, approximately $31,000 of principal and
interest due under the debentures into an aggregate of 4,815,000 shares of our
common stock.
In January, 2005, we amended this offering to reduce the range of the
price per share of the offering. The Division of Investment Management of the
Securities and Exchange Commission has delivered comments to Global Resource
regarding this amended offering, and Global Resource is currently working with
the Division of Investment Management to address these comments. This offering
may not provide Global Resources with the capital necessary to fund its
operations. In the event that Global Resource is unable to obtain necessary
capital from this offering, management may provide additional financing for
Global Resource.
Off Balance Sheet Arrangements
Global Resource does not have any off-balance sheet financing
arrangements.
ITEM 3 - CONTROLS AND PROCEDURES
Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Our Chief Executive Officer and Chief Financial Officer has
reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the last ninety days and has concluded that the disclosure controls and
procedures are effective to ensure that material information relating to Global
Resource Corporation is recorded, processed, summarized, and reported in a
timely manner. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
last day they were evaluated by our Chief Executive Officer and Chief Financial
Officer.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. As a small organization, the effectiveness of
our controls heavily depends on the direct involvement of our Chief Executive
Officer and Chief Financial Officer.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)
1. On September 15, 2004, Global Resource issued a convertible
debenture to Javelin Holdings in the principal amount of $25,000 for services
rendered. The note is due on February 1, 2005 and bears interest at a rate of
eight percent (8%). The note is convertible into shares of Global Resource's
common stock at a floating conversion price of fifty percent (50%) of the
closing bid price per share on the day of conversion, or at the lowest price
allowable as set by Global Resource in an effective registration statement or
exemption notification as filed with the Securities and Exchange Commission.
Global Resource is obligated to register the resale of the shares of common
stock issuable upon conversion of the debenture under the Securities Act of
1933, as amended, or to otherwise provide an acceptable exemption to
registration under Regulation E of the Securities Act of 1933, as amended. The
issuance was exempt under Section 4(2) of the Securities Act.
4
2. From October, 2004 to January, 2005, Global Resource issued
convertible debentures in the aggregate principal amount of $155,000 in a
private placement. The notes are due approximately five (5) months after
issuance and bear interest at a rate of eight percent (8%). The notes are
convertible into shares of Global Resource's common stock, at the option of
either Global Resource or the holder of the note, at a floating conversion price
of fifty percent (50%) of the closing bid price per share on the day of
conversion, or at the lowest price allowable as set by Global Resource in an
effective registration statement or exemption notification as filed with the
Securities and Exchange Commission. Global Resource is obligated to register the
resale of the shares of common stock issuable upon conversion of the debenture
under the Securities Act of 1933, as amended, or to otherwise provide an
acceptable exemption to registration under Regulation E of the Securities Act of
1933, as amended. The issuances were exempt under Section 4(2) of the Securities
Act.
3. On September 27, 2004, Global Resource commenced an
offering of up to 1,000,000,000 shares its common stock at an offering price per
share between $0.005 and $0.05. To date, Global Resource has sold approximately
4,815,000 shares pursuant to the offering upon conversion of a portion of the
debentures described above. The issuance was exempt pursuant to Section 3(b) of
the Securities Act and Regulation E thereunder.
(b) None.
(c) None.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
(a) None.
(b) None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
(a) None.
(b) None.
ITEM 6 - EXHIBITS
Item
No. Description Method of Filing
--- ----------- ----------------
31.1 Certification of Richard Mangiarelli pursuant to Filed electronically herewith.
Rule 13a-14(a)
32.1 Chief Executive Officer and Chief Financial Officer Filed electronically herewith.
Certification pursuant to 18 U.S.C. ss. 1350 adopted
pursuant to Section 906 of the Sarbanes Oxley Act of
2002
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLOBAL RESOURCE CORPORATION
March 1, 2005 /s/ Richard Mangiarelli
-------------------------------------------------
Richard Mangiarelli
Chief Executive Officer
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
6