U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2005
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number 000-50944
GLOBAL RESOURCE CORPORATION
(f/k/a Advanced Healthcare Technologies, Inc.)
(Name of small business issuer 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, including zip code)
Registrant's telephone number, including area code: (858) 646-7410
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not 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. |_|
The issuer's revenues for the most recent fiscal year were $0.00.
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant was approximately $119,000 as of July 13,
2005. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 1,260,000 shares have been excluded in that such persons or groups may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of July 13, 2005, 7,215,000 shares of our common stock were issued and
outstanding.
Documents Incorporated by Reference: None.
Transitional Small Business Disclosure Format: No.
PART I
Item 1. DESCRIPTION OF BUSINESS
GENERAL
We are a newly commenced business development company. As a business
development company, we 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 certain criteria. We currently intend to
focus our investments in the energy sector. We are regulated as a business
development company under the Investment Company Act of 1940. To date, we have
made one investment in a portfolio company, Well Renewal, LLC, which manages
and operates oil wells in Oklahoma. We intend to invest in additional portfolio
companies if or when we receive sufficient additional capital.
Business Development
Global Resource Corporation (f/k/a Advanced Healthcare Technologies, Inc.)
was formed as a Colorado corporation on March 28, 2000. It was incorporated
under the name Email Mortgage Com, Incorporated. In 2002, Email Mortgage Com
changed its state of domicile from Colorado to Nevada and changed its name to
Advanced Healthcare Technologies, Inc. In September 2004, the company then
changed its name from Advanced Healthcare Technologies to Global Resource
Corporation. Global Resource Corporation has engaged in the development of
products, technologies and/or companies involved in the energy sector. The names
"Global Resource Corporation," "we," "our," and "us" used in this annual report
refer to Global Resource Corporation.
On June 30, 2004, Richard Mangiarelli purchased 1,260,000 shares of Global
Resource common stock from our former President, Chief Executive Officer,
Director, and majority stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli
then held approximately 52.5% of the issued and outstanding common stock of
Global Resource.
In connection with this change in control, Mr. Sanchez resigned as our
President and Chief Executive Officer, Joel Rockwood resigned as our Vice
President and Chief Scientific Officer, and Michael MacArthur resigned as our
Secretary. The board of directors appointed Mr. Mangiarelli as the new
President, Chief Financial Officer, and Secretary. In addition, Mr. Sanchez, Mr.
Rockwood, Virginia Sanchez, Carmen Sanchez, and Joe V. Overcash resigned as
directors of Global Resource. The outgoing directors appointed Richard
Mangiarelli to fill the vacancies on the board.
On June 30, 2004, we entered into a Release and Indemnity Agreement with
Johnny Sanchez, our former President, Chief Executive Officer, Director, and
majority stockholder, pursuant to which we sold the all of our 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 us; (b) indemnify us for any and all claims against
or liabilities of ours that existed before June 30, 2004, and (c) to cooperate
with and assist us in connection with our reporting obligations or filing
requirements under the Securities Act of 1933, as amended, and Securities
Exchange Act of 1934, as amended, and to deliver such other instruments and take
such other actions as may be reasonably requested by us in order to carry out
the intent of the agreement.
Before the change of control described above, our 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.
Our new management has decided to terminate the nutritional products
business and become a business development company. On September 17, 2004, we
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.
Our principal executive office is located at 9444 Waples Street, Suite
290, San Diego, California 92121 and our telephone number is (858) 646-7410.
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INVESTMENT STRATEGY
We intend to make strategic investments in cash-flow positive companies
with perceived growth potential in the Energy Sector. Our Investment Committee
has adopted a charter wherein these two criteria are weighed against other
criteria including strategic fit, investment amount, management ability, etc. In
principle, we will prefer to make investments in companies where we can acquire
at least a 51% ownership interest in the outstanding capital of the portfolio
company. The investment strategy may be changed without a vote of the majority
of voting securities.
As a business development company, we are required to have at least 70% of
our assets in "eligible portfolio companies." It is stated in our Investment
Committee Charter that we will endeavor to maintain this minimum asset ratio. We
do not have a policy with respect to those assets that are not invested in
"eligible portfolio companies."
Our Portfolio Companies
Well Renewal manages and operates oil wells in Oklahoma by utilizing a
nitrogen and carbon dioxide gas injection unit to "pump up" and re-pressure the
wells to increase oil output. At March 31 2005, our investment in Well Renewal,
valued at approximately $57,073, with a cost of $150,000, consisted of the
purchase of a 50% interest in Well Renewal LLC.
Valuation of Portfolio Securities
Pursuant to the requirements of the 1940 Act, we value our portfolio
securities at their current market values or, if market quotations are not
readily available, at their fair values. Because our portfolio company
investments generally do not have readily ascertainable market values, we record
these investments at fair value in accordance with valuation procedures adopted
by our board of directors. Our board of directors may also hire independent
consultants to review our valuation procedures or to conduct an independent
valuation of one or more of our portfolio investments.
To comply with Section 2(a)(41) of the Investment Company Act and Rule
2a-4 under the Investment Company Act, our board of directors is required to
satisfy themselves that all appropriate factors relevant to the value of
securities for which market quotations are not readily available have been
considered and to determine the method of arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint persons
to assist them in the determination of such value, and to make the actual
calculations pursuant to the board's direction. The board must also, consistent
with this responsibility, continuously review the appropriateness of the method
used in valuing each issue of security in the company's portfolio. The directors
must recognize their responsibilities in this matter and whenever technical
assistance is requested from individuals who are not directors, the findings of
such intervals must be carefully reviewed by the directors in order to satisfy
themselves that the resulting valuations are fair.
Valuation Methodology
No single standard for determining "fair value....in good faith" can be
laid down, since fair value depends upon the circumstances of each individual
case. As a general principle, the current "fair value" of an issue of securities
being valued by the board of directors would appear to be the amount which the
owner might reasonably expect to receive for them upon their current sale.
Methods which are in accord with this principle may, for example, be based on a
multiple of earnings, or a discount from market of a similar freely traded
security, or yield to maturity with respect to debt issues, or a combination of
these and other methods. Some of the general factors which the directors should
consider in determining a valuation method for an individual issue of securities
include (1) the fundamental analytical data relating to the investment, (2) the
nature and duration of restrictions on disposition of the securities, and (3) an
evaluation of the forces which influence the market in which these securities
are purchased and sold. Among the more specific factors which are to be
considered are: type of security, financial statements, cost at date of
purchase, size of holding, discount from market value of unrestricted securities
of the same class at time of purchase, special reports prepared by analysis,
information as to any transactions or offers with respect to the security,
existence of merger proposals or tender offers affecting the securities, price
and extent of public trading in similar securities of the issuer or comparable
companies, and other relevant matters.
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The board has arrived at the following valuation method for its
investments. Where there is not a readily available source for determining the
market value of any investment, either because the investment is not publicly
traded, or is thinly traded, and in absence of a recent appraisal, the value of
the investment shall be based on the following criteria:
1. Total amount of our actual investment, or AI. This amount
shall include all loans, purchase price of securities, and
fair value of securities given at the time of exchange.
2. Total revenues, or R, for the preceding twelve months.
3. Earnings before interest, taxes and depreciation, or EBITD.
4. Estimate of likely sale price of investment, or ESP.
5. Net assets of investment, or NA.
6. Likelihood of investment generating positive returns (going
concern).
The estimated value of each investment shall be determined as follows:
o Where no or limited revenues or earnings are present, then the
value shall be the greater of the investment's a) net assets,
b) estimated sales price, or c) total amount of actual
investment.
o Where revenues and/or earnings are present, then the value
shall be the greater of one time (1x) revenues or three times
(3x) earnings, plus the greater of the net assets of the
investment or the total amount of the actual investment.
o Under both scenarios, the value of the investment shall be
adjusted down if there is a reasonable expectation that we
will not be able to recoup the investment or if there is
reasonable doubt about the investments ability to continue as
a going concern.
INTERNATIONAL
We do not currently have any international operations.
TECHNOLOGY PROTECTION POLICY AND DISCLAIMERS
We do not presently maintain any patents, trademarks or trade names. Due
to the nature of our business, it is not presently anticipated that we, or any
of our eligible portfolio companies as presently contemplated, will benefit from
such protection.
GOVERNMENT REGULATION
We operate in a highly regulated environment. The following discussion
generally summarizes certain applicable government regulations.
Business Development Company. A business development company is defined
and regulated by the 1940 Act. A business development company must be organized
in the United States for the purpose of investing in or lending to primarily
private companies and making managerial assistance available to them. A business
development company may use capital provided by public stockholders and from
other sources to invest in long-term, private investments in businesses.
As a business development company, we may not acquire any asset other than
"qualifying assets" unless, at the time we make the acquisition, the value of
our qualifying assets represent at least 70% of the value of our total assets.
The principal categories of qualifying assets relevant to our business are the
following:
(1) Securities purchased in transactions not involving any public offering
from the issuer of such securities, which issuer (subject to certain limited
exceptions) is an eligible portfolio company, or from any person who is, or has
been during the preceding 13 months, an affiliated person of an eligible
portfolio company, or from any other person, subject to such rules as may be
prescribed by the SEC. An "eligible portfolio company" is defined in the 1940
Act as any issuer which:
(a) is organized under the laws of, and has its principal place of
business in, the United States;
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(b) is not an investment company (other than a small business
investment company wholly owned by the business development company) or a
company that would be an investment company but for certain exclusions under the
1940 Act; and
(c) satisfies any of the following:
o does not have any class of securities with respect to which a broker
or dealer may extend margin credit;
o is controlled by a business development company or a group of
companies including a business development company and the business
development company has an affiliated person who is a director of
the eligible portfolio company; or
o is a small and solvent company having total assets of not more than
$4 million and capital and surplus of not less than $2 million.
(2) Securities of any eligible portfolio company which we control.
(3) Securities purchased in a private transaction from a U.S. issuer that
is not an investment company or from an affiliated person of the issuer, or in
transactions incident thereto, if the issuer is in bankruptcy and subject to
reorganization or if the issuer, immediately prior to the purchase of its
securities was unable to meet its obligations as they came due without material
assistance other than conventional lending or financing arrangements.
(4) Securities of an eligible portfolio company purchased from any person
in a private transaction if there is no ready market for such securities and we
already own 60% of the outstanding equity of the eligible portfolio company.
(5) Securities received in exchange for or distributed on or with respect
to securities described in (1) through (4) above, or pursuant to the exercise of
warrants or rights relating to such securities.
(6) Cash, cash equivalents, U.S. Government securities or high-quality
debt maturing in one year or less from the time of investment.
To include certain securities described above as qualifying assets for the
purpose of the 70% test, a business development company must make available to
the issuer of those securities significant managerial assistance such as
providing significant guidance and counsel concerning the management,
operations, or business objectives and policies of a portfolio company, or
making loans to a portfolio company. We offer to provide managerial assistance
to each of our portfolio companies.
As a business development company, we are entitled to issue senior
securities in the form of stock or senior securities representing indebtedness,
including debt securities and preferred stock, as long as each class of senior
security has asset coverage of at least 200% immediately after each such
issuance. We may also be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates without the prior
approval of our independent directors and, in some cases, prior approval by the
SEC
We have designated Richard D. Mangiarelli as a Chief Compliance Officer
pursuant to the requirements of the 1940 Act. As with other companies regulated
by the 1940 Act, a business development company must adhere to certain other
substantive ongoing regulatory requirements. A majority of our directors must be
persons who are not "interested persons," as that term is defined in the 1940
Act. Additionally, we are required to provide and maintain a bond issued by a
reputable fidelity insurance company to protect the business development
company. We intend to obtain the required bond once we have received adequate
capital. Furthermore, as a business development company, we are prohibited from
protecting any director or officer against any liability to the company or our
stockholders arising from willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person's
office.
We may not change the nature of our business so as to cease to be, or
withdraw our election as, a business development company unless authorized by
vote of a "majority of the outstanding voting securities," as defined in the
1940 Act, of our shares. A majority of the outstanding voting securities of a
company is defined by the 1940 Act as the lesser of (i) 67% or more of such
company's shares present at a meeting if more than 50% of the outstanding shares
of such company are present and represented by proxy, or (ii) more than 50% of
the outstanding shares of such company.
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Code Of Ethics
Our Board of Directors adopted a Code of Ethics effective as of September
17, 2004. The Code of Ethics in general prohibits any of our officers, directors
or advisory persons (called access persons) from acquiring any interest in any
security which we (i) are considering a purchase or sale thereof, (ii) is being
purchased or sold by us, or (iii) is being sold short by us. The access person
is required to advise us in writing of his or her acquisition or sale of any
such security.
Sarbanes-Oxley Act
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory requirements on publicly held companies and their insiders.
Many of these requirements will affect us, including the following:
- Our chief executive officer and chief financial officer must now certify the
accuracy of the financial statements contained in our periodic reports;
- Our periodic reports must disclose our conclusions about the effectiveness of
our controls and procedures;
- Our periodic reports must disclose whether there were significant changes in
our internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses; and
- We may not make any loan to any director or executive officer and we may not
materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current policies and
procedures to determine whether we comply with the Sarbanes-Oxley Act and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-Oxley
Act and will take actions necessary to ensure that we are in compliance
therewith.
EMPLOYEES
In the next twelve months, we intend to hire from six to up to fifty
employees, depending on the nature of the business opportunities it elects to
pursue. We have adopted the 2004 Stock Option Plan in order to attract and
retain employees and to provide employees who make significant and extraordinary
contributions to our long-term growth and performance with equity-based
compensation incentives.
INSURANCE
The Company does not carry director and officer liability insurance, but
Nevada law provides for indemnification of a company's officers and directors
under certain circumstances (see Indemnification, below). The Company intends to
obtaining surety bonds covering its officers and directors when it has adequate
capital to do so.
The Company does not carry any additional insurance.
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Cautionary Statement Concerning
Forward-Looking Information
This annual report and the documents to which we refer you and incorporate
into this annual report by reference contain forward-looking statements. In
addition, from time to time, we, or our representatives, may make
forward-looking statements orally or in writing. These are statements that
relate to future periods and include statements regarding our future strategic,
operational and financial plans, potential acquisitions, anticipated or
projected revenues, expenses and operational growth, markets and potential
customers for our products and services, plans related to sales strategies and
efforts, the anticipated benefits of our relationships with strategic partners,
growth of our competition, our ability to compete, the adequacy of our current
facilities and our ability to obtain additional space, use of future earnings,
and the feature, benefits and performance of our current and future products and
services.
You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"should," "expects," "anticipates," "contemplates," "estimates," "believes,"
"plans," "projected," "predicts," "potential," "seek" or "continue" or the
negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including those described in
this annual report under the heading "Risk Factors." These and other factors may
cause our actual results to differ materially from any forward-looking
statement. We caution you not to place undue reliance on these forward-looking
statements.
We base these forward-looking statements on our expectations and
projections about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future events or our
future performance. Forward-looking statements are only predictions. The
forward-looking events discussed in this annual report, the documents to which
we refer you and other statements made from time to time by us or our
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us. For
these statements, we claim the protection of the "bespeaks caution" doctrine.
The forward-looking statements speak only as of the date hereof, and we
expressly disclaim any obligation to publicly release the results of any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this filing.
RISK FACTORS
We are subject to various risks that may materially harm our business,
financial condition and results of operations. You should carefully consider the
risks and uncertainties described below and the other information in this filing
before making an investment decision with respect to our common stock. If any of
these risks or uncertainties actually occurs, our business, financial condition
or operating results could be materially harmed. In that case, the trading price
of our common stock could decline.
We Have Historically Lost Money and Losses May Continue in the Future
We have historically lost money. The loss for the year ended March 31,
2005 was $628,722 and future losses are likely to occur. Accordingly, we may
experience significant liquidity and cash flow problems if we are not able to
raise additional capital as needed and on acceptable terms. No assurances can be
given that we will be successful in reaching or maintaining profitable
operations.
We Will Need to Raise Additional Capital to Finance Operations
Our operations have relied almost entirely on external financing to fund
our operations. Such financing has historically come from a combination of
borrowings and from the sale of common stock and assets to third parties. We
will need to raise additional capital to fund our anticipated operating expenses
and future expansion. Among other things, external financing will be required to
cover our operating costs. We cannot assure you that financing whether from
external sources or related parties will be available if needed or on favorable
terms. The sale of our common stock to raise capital may cause dilution to our
existing stockholders. Our inability to obtain adequate financing will result in
the need to curtail business operations. Any of these events would be materially
harmful to our business and may result in a lower stock price.
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There is Substantial Doubt About Our Ability to Continue as a Going Concern Due
to Recurring Losses and Working Capital Shortages, Which Means that We May Not
Be Able to Continue Operations Unless We Obtain Additional Funding
The report of our independent accountants on our March 31, 2005 financial
statements included an explanatory paragraph indicating that there is
substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern will be determined by our ability to obtain
additional funding. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate
Significantly
There has been a limited public market for our common stock and there can
be no assurance that an active trading market for our common stock will develop.
As a result, this could adversely affect our stockholders' ability to sell our
common stock in short time periods, or possibly at all. Our common stock has
experienced, and is likely to experience in the future, significant price and
volume fluctuations that could adversely affect the market price of our common
stock without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in our financial results and changes in
the overall economy or the condition of the financial markets could cause the
price of our common stock to fluctuate substantially. Substantial fluctuations
in our stock price could significantly reduce the price of our stock.
Our Common Stock is Traded on the "Over-the-Counter Bulletin Board," Which May
Make it More Difficult For Investors to Resell Their Shares Due to Suitability
Requirements
Our common stock is currently traded on the Over the Counter Bulletin
Board (OTCBB) where we expect it to remain for the foreseeable future.
Broker-dealers often decline to trade in OTCBB stocks given that the market for
such securities is often limited, the stocks are more volatile, and the risks to
investors are greater. These factors may reduce the potential market for our
common stock by reducing the number of potential investors. This may make it
more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of them. This could cause our stock price to decline.
We Could Fail to Retain or Attract Key Personnel
Our future success depends, in significant part, on the continued services
of Richard Mangiarelli, our Chief Executive Officer, Chief Financial Officer and
Secretary. We cannot assure you that we would be able to find appropriate
replacements for key personnel. Any loss or interruption of our key personnel's
services could adversely affect our ability to develop our business plan. We do
not have an employment agreement with Mr. Mangiarelli, nor do we presently
maintain key-man life insurance policies on him.
Nevada Law and Our Charter May Inhibit a Takeover of Our Company That
Stockholders May Consider Favorable
Provisions of Nevada law, such as its business combination statute, may
have the effect of delaying, deferring or preventing a change in control of our
company. As a result, these provisions could limit the price some investors
might be willing to pay in the future for shares of our common stock.
We May Change Our Investment Policies Without Further Stockholder Approval
Although we are limited by the Investment Company Act of 1940 with respect
to the percentage of our assets that must be invested in qualified investment
companies, we are not limited with respect to either the minimum standard that
any investment company must meet or the industries in which those investment
companies must operate. We may make investments without stockholder approval and
such investments may deviate significantly from our historic operations. Any
change in our investment policy or selection of investments could adversely
affect our stock price, liquidity, and the ability of our stockholders to sell
their stock.
Our Investments May Not Generate Sufficient Income to Cover Our Operations
We intend to make investments into qualified companies that will provide
the greatest overall return on our investment. However, certain of those
investments may fail, in which case we will not receive any return on our
investment. In addition, our investments may not generate income, either in the
immediate future, or at all. As a result, we may have to sell additional stock,
or borrow money, to cover our operating expenses. The effect of such actions
could cause our stock price to decline or, if we are not successful in raising
additional capital, we could cease to continue as a going concern.
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Investing in Private Companies Involves a High Degree of Risk
Our portfolio consists of primarily long-term loans to and investments in
private companies. Investments in private businesses involve a high degree of
business and financial risk, which can result in substantial losses and
accordingly should be considered speculative. There is generally no publicly
available information about the companies in which we invest, and we rely
significantly on the diligence of our employees and agents to obtain information
in connection with our investment decisions. In addition, some smaller
businesses have narrower product lines and market shares than their competition,
and may be more vulnerable to customer preferences, market conditions or
economic downturns, which may adversely affect the return on, or the recovery
of, our investment in such businesses.
Our Portfolio of Investments are Illiquid
We intend to generally acquire our investments directly from the issuer in
privately negotiated transactions. The majority of the investments in our
portfolio is typically subject to restrictions on resale or otherwise has no
established trading market. We typically intend to exit our investments when the
portfolio company has a liquidity event such as a sale, recapitalization, or
initial public offering of the company. The illiquidity of our proposed
investments may adversely affect our ability to dispose of debt and equity
securities at times when it may be otherwise advantageous for us to liquidate
such investments. In addition, if we were forced to immediately liquidate some
or all of the investments in the portfolio, the proceeds of such liquidation
would be significantly less than the current value of such investments.
Substantially all of our portfolio investments will be recorded at fair value as
determined in good faith by our board of directors and, as a result, there is
uncertainty regarding the value of our portfolio investments. Pursuant to the
requirements of the 1940 Act, we will value substantially all of our investments
at fair value as determined in good faith by our board of directors on a
quarterly basis. Since there is typically no readily ascertainable market value
for the investments in our portfolio, our board of directors determines in good
faith the fair value of these investments pursuant to a valuation policy and a
consistently applied valuation process.
There is no single standard for determining fair value in good faith. As a
result, determining fair value requires that judgment be applied to the specific
facts and circumstances of each portfolio investment while employing a
consistently applied valuation process for the types of investments we make.
Unlike banks, we are not permitted to provide a general reserve for anticipated
loan losses; we are instead required by the 1940 Act to specifically value each
individual investment on a quarterly basis, and record unrealized depreciation
for an investment that we believe has become impaired, including where
collection of a loan or realization of an equity security is doubtful, or when
the enterprise value of the company does not currently support the cost of our
debt or equity investment. Conversely, we will record unrealized appreciation if
we believe that the underlying portfolio company has appreciated in value and,
therefore, our equity security has also appreciated in value. Without a readily
ascertainable market value and because of the inherent uncertainty of valuation,
the fair value of our investments determined in good faith by the board of
directors may differ significantly from the values that would have been used had
a ready market existed for the investments, and the differences could be
material.
We will adjust quarterly the valuation of our portfolio to reflect the
board of directors' determination of the fair value of each investment in our
portfolio. Any changes in estimated fair value will be recorded in our statement
of operations as "Net unrealized gains (losses)."
Our Common Stock Price May be Volatile
The trading price of our common stock may fluctuate substantially. The
price of the common stock may be higher or lower than the price you pay for your
shares, depending on many factors, some of which are beyond our control and may
not be directly related to our operating performance. These factors include the
following:
- Price and volume fluctuations in the overall stock market from time to
time;
- Significant volatility in the market price and trading volume of
securities of business development companies or other financial services
companies;
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- Volatility resulting from trading in derivative securities related to our
common stock including puts, calls, long-term equity anticipation
securities, or "Leaps," or short trading positions;
- Changes in regulatory policies or tax guidelines with respect to business
development companies or regulated investment companies;
- Actual or anticipated changes in our earnings or fluctuations in our
operating results or changes in the expectations of securities analysts;
- General economic conditions and trends;
- Loss of a major funding source; or
- Departures of key personnel
We may borrow money, which magnifies the potential for gain or loss on amounts
invested and may increase the risk of investing in us.
Subject to the 1940 Act limits, we may incur indebtedness in seeking to
achieve our investment objective going forward. Borrowings, also known as
leverage, magnify the potential for gain or loss on amounts invested and,
therefore, can increase the risks associated with investing in our securities.
Under the provisions of the 1940 Act, we are permitted, as a business
development company, to borrow money or "issue senior securities" only in
amounts such that our asset coverage, as defined in the 1940 Act, equals at
least 200% after each issuance of senior securities. If the value of our assets
declines, we may be unable to satisfy this test. If that happens, we may be
required to sell a portion of our investments and, depending on the nature of
our leverage, repay a portion of our indebtedness at a time when such sales may
be disadvantageous.
We may borrow from, and issue senior debt securities to, banks, insurance
companies and other lenders. Lenders of these senior securities have fixed
dollar claims on our assets that are superior to the claims of our common
stockholders. If the value of our assets increases, then leveraging would cause
the net asset value attributable to our common stock to increase more sharply
than it would have had we not leveraged. Conversely, if the value of our
consolidated assets decreases, leveraging would cause net asset value to decline
more sharply than it otherwise would have had we not leveraged. Similarly, any
increase in our consolidated income in excess of consolidated interest payable
on the borrowed funds would cause our net income to increase more than it would
without the leverage, while any decrease in our consolidated income would cause
net income to decline more sharply than it would have had we not borrowed. Such
a decline could negatively affect our ability to make common stock dividend
payments. Leverage is generally considered a speculative investment technique.
Changes in interest rates may affect our cost of capital and net investment
income.
Because we may borrow money to make investments, our net investment income
before net realized and unrealized gains or losses, or net investment income,
may be dependent upon the difference between the rate at which we borrow funds
and the rate at which we invest these funds. As a result, there can be no
assurance that a significant change in market interest rates will not have a
material adverse effect on our net investment income. In periods of sharply
rising interest rates, our cost of funds would increase, which could reduce our
net investment income. We may use a combination of long-term and short-term
borrowings and equity capital to finance our investing activities. We may
utilize our short-term credit facilities as a means to bridge to long-term
financing. Our long-term fixed-rate investments are financed primarily with
equity and long-term fixed-rate debt. We may use interest rate risk management
techniques in an effort to limit our exposure to interest rate fluctuations.
Such techniques may include various interest rate hedging activities to the
extent permitted by the 1940 Act.
10
Item 2. PROPERTIES
Our corporate headquarters are located at 9444 Waples Street, Suite 290,
San Diego, CA 92121. Current offices are adequate for its present needs. Office
space is subleased and will be increased as we deem necessary. We believe that
it will not be difficult to find additional or alternative office space if
necessary in the foreseeable future.
We believe that its facilities are adequate for its current business and
in good condition.
Item 3. LEGAL PROCEEDINGS
From September 27, 2004 through December 6, 2004, we issued approximately
4,815,000 shares of common stock, of which 1,220,000 were issued for cash and
3,595,000 were issued upon conversion of certain outstanding convertible
debentures. We did not register these shares under the Securities Act of 1933,
as amended, in reliance on various exemptions from registration, including, but
not limited to, Section 3(b) of the Securities Act and Regulation E promulgated
thereunder.
Since that time, the issuance of a convertible debenture in the principal
amount of $25,000 to Javelin Holdings for services rendered has been rescinded
by mutual agreement between us and Javelin Holdings. Before this recession,
Javelin had converted $875 of principal on the convertible debenture into
175,000 shares of common stock. In connection with this rescission of the
convertible debenture, Javelin returned 175,000 shares of common stock to us for
cancellation. These shares have not yet been cancelled.
On June 17, 2005, the Division of Investment Management at the Securities
& Exchange Commission advised us that it is the view of the Division that we
cannot rely on the exemption afforded by Regulation E and that it is unaware of
any other exemptions from registration for the issuance of the Shares. The
Division also advised us that, in the view of the Division, it appears that the
issuance of the Shares violated Section 5 of the Securities Act. We advised the
Division that it is our view that the issuance of the Shares was exempt from
registration under the Securities Act under various available exemptions,
including, but not limited to, Regulation E, and that the issuance of the Shares
did not violate Section 5 of the Act.
At this time, neither the SEC nor any private party has commenced any
action against us alleging that we issued the shares in violation of Section 5
of the Securities Act. Further, the SEC has not, to our knowledge, commenced any
formal or informal inquiry with respect to its contention that the shares were
issued in violation of Section 5 of the Securities Act. In the event that any
such action or inquiry is commenced, we intend to defend against such
allegations vigorously.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
11
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock trades on the OTC Bulletin Board under the symbol
"GRSU.OB." The following table shows the high and low bid prices for our common
stock for each quarter since April 1, 2003 as reported by the OTC Bulletin
Board. All share prices have been adjusted to provide for the 1 for 100 reverse
stock split which was effected on July 14, 2004. We consider our stock to be
"thinly traded" and any reported sale prices may not be a true market-based
valuation of the stock. Some of the bid quotations from the OTC Bulletin Board
set forth below may reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
2003 (OTC Bulletin Board) High Bid Low Bid
--------------------------------------------------------------------------------
First quarter $ 15.00 $ 3.00
Second quarter 7.00 2.00
Third quarter 17.00 4.00
Fourth quarter 10.00 4.00
2004 (OTC Bulletin Board) High Bid Low Bid
--------------------------------------------------------------------------------
First quarter $ 6.00 $ 1.00
Second quarter 2.80 0.50
Third quarter 1.00 0.10
Fourth quarter 0.35 0.007
2005 (OTC Bulletin Board) High Bid Low Bid
--------------------------------------------------------------------------------
First quarter 0.049 0.006
As of June 30, 2005, there were approximately 118 record holders of our
common stock.
We have not paid any cash dividends since its inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained to retire debt and for the operation of the
business.
Shares eligible for future sale could depress the price of our common
stock, thus lowering the value of a buyer's investment. Sales of substantial
amounts of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of our common stock.
Our revenues and operating results may fluctuate significantly from
quarter to quarter, which can lead to significant volatility in the price and
volume of its stock. In addition, stock markets have experienced extreme price
and volume volatility in recent years. This volatility has had a substantial
effect on the market prices of securities of many smaller public companies for
reasons unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of the common stock.
12
Securities Authorized for Issuance Under Equity Compensation Plans. The
following provides information concerning compensation plans under which our
equity securities are authorized for issuance as of March 31, 2005:
(a) (b) (c)
------------------------------------- -------------------- ---------------------- ------------------------
Plan Category Number of Weighted-average Number of securities
securities to be exercise price of remaining available
issued upon outstanding options, for future issuance
exercise of warrants and rights under equity
outstanding compensation plans
options, warrants (excluding securities
and rights reflected in column
(a))
------------------------------------- -------------------- ---------------------- ------------------------
Equity compensation plans approved -- $ -- --
by security holders
Equity compensation plans not -- $ -- --
approved by security holders
Total -- $ -- --
In 2004, we adopted, and our stockholders approved, our 2004 Stock Option
Plan permitting us to grant options to employees, directors, consultants and
independent contractors. The purpose of the plan is to allow us to attract and
retain such persons and to compensate them in a way that links their financial
interests with the interests of our stockholders. Awards under the plan may take
the form of incentive stock options or non-qualified stock options. A total of
25,000,000 shares of either common stock or preferred stock may be issued
pursuant to the plan. As of the date of this report, there are options to
purchase of our capital stock outstanding under the plan.
Our stock option plan is administered by a committee appointed by our
board of directors or, in the absence of such a committee, by the entire board.
The committee has, subject to specified limitations, full authority to grant
options and establish the terms and conditions of vesting and exercise. The
exercise price of incentive stock options granted under the plan is required to
be no less than the fair market value of our common or preferred stock on the
date of grant (110% in the case of a greater than 10% stockholder).
The committee may grant options for terms of up to 10 years, or 5 years in
the case of incentive stock options granted to greater than 10% stockholders. No
optionee may be granted incentive stock options such that the fair market value
of the options which first become exercisable in any one calendar year exceeds
$100,000. If an optionee ceases to be employed by us or ceases to have a
relationship with us, his or her options will expire one year after termination
by reason of death or permanent disability, thirty days after termination for
cause and three months after termination for any other reason.
Subject to the foregoing, the committee has broad discretion to set the
terms and conditions applicable to options granted under the plan. The committee
may discontinue or suspend option grants under the plan, or amend or terminate
the plan entirely, at any time. With the consent of an optionee, the committee
may also make such modification of the terms and conditions of such optionee's
option as the committee shall deem advisable. However, the committee has no
authority to make any amendment or modification to the plan or any outstanding
option which would do any of the following:
o increase the maximum number of shares which may be purchased
pursuant to options granted under the stock option plan, either in
the aggregate or by an optionee, except in connection with certain
antidilution adjustments;
o change the designation of the class of employees eligible to receive
qualified options;
o extend the term of the stock option plan or the maximum option
period thereunder;
o decrease the minimum qualified option price or permit reductions of
the price at which shares may be purchased for qualified options
granted under the stock option plan, except in connection with
certain antidilution adjustments; or
o cause qualified stock options issued under the stock option plan to
fail to meet the requirements of incentive stock options under
Section 422 of the Internal Revenue Code.
13
Any such amendment or modification shall be effective immediately, subject
to stockholder approval thereof within 12 months before or after the effective
date. No option may be granted during any suspension or after termination of the
plan.
Recent Sales of Unregistered Securities
In June 2004, we issued 200 shares of common stock in connection with the
settlement of outstanding liabilities. The issuance was exempt under Section
4(2) of the Securities Act.
On September 15, 2004, we issued a convertible debenture to Javelin
Holdings in the principal amount of $25,000 for services rendered. The note was
due on February 1, 2005 and bears interest at a rate of eight percent (8%). The
note was convertible into shares of our 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 us in an effective
registration statement or exemption notification as filed with the Securities
and Exchange Commission. We were 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. The issuance of
the convertible debenture has been rescinded by mutual agreement between us and
Javelin Holdings. Before this rescission, Javelin had converted $875 of
principal on the convertible debenture into 175,000 shares of common stock. In
connection with the rescission of the convertible debenture, Javelin returned
175,000 shares of common stock to us for cancellation. These shares have not yet
been cancelled.
From October, 2004 to January, 2005, we issued convertible debentures in
the aggregate principal amount of $155,000 in a private placement. The notes are
due approximately five (5) months after issuance and bear interest at a rate of
eight percent (8%). The notes are convertible into shares of our common stock,
at the option of either us or the holder of the note, at a floating conversion
price of fifty percent (50%) of the closing bid price per share on the day of
conversion, or at the lowest price allowable as set by us in an effective
registration statement or exemption notification as filed with the Securities
and Exchange Commission. We are obligated to register the resale of the shares
of common stock issuable upon conversion of the debenture under the Securities
Act of 1933, as amended, or to otherwise provide an acceptable exemption to
registration under Regulation E of the Securities Act of 1933, as amended. The
issuances were exempt under Section 4(2) of the Securities Act.
From September 27, 2004 through December 6, 2004, we issued
approximately 4,815,000 shares of common stock, of which 1,220,000 were issued
for cash and 3,595,000 were issued upon conversion of certain outstanding
convertible debentures. We did not register these shares under the Securities
Act of 1933, as amended, in reliance on various exemptions from registration,
including, but not limited to, Section 3(b) of the Securities Act and Regulation
E promulgated thereunder. Since that time, the issuance of a convertible
debenture in the principal amount of $25,000 to Javelin Holdings for services
rendered has been rescinded by mutual agreement between us and Javelin Holdings.
Before this rescission, Javelin had converted $875 of principal on the
convertible debenture into 175,000 shares of common stock. In connection with
the rescission of the convertible debenture, Javelin returned 175,000 shares of
common stock to us for cancellation. These shares have not yet been cancelled.
On June 17, 2005, the Division of Investment Management at the
Securities & Exchange Commission advised us that it is the view of the Division
that we cannot rely on the exemption afforded by Regulation E and that it is
unaware of any other exemptions from registration for the issuance of the
Shares. The Division also advised us that, in the view of the Division, it
appears that the issuance of the Shares violated Section 5 of the Securities
Act. We advised the Division that it is our view that the issuance of the Shares
was exempt from registration under the Securities Act under various available
exemptions, including, but not limited to, Regulation E, and that the issuance
of the Shares did not violate Section 5 of the Act.
At this time, neither the SEC nor any private party has commenced
any action against us alleging that we issued the shares in violation of Section
5 of the Securities Act. Further, the SEC has not, to our knowledge, commenced
any formal or informal inquiry with respect to its contention that the shares
were issued in violation of Section 5 of the Securities Act. In the event that
any such action or inquiry is commenced, we intend to defend against such
allegations vigorously.
14
Item 6. PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with
our audited 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," "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
then held approximately 52.5% of the issued and outstanding common stock of
Global Resource.
In connection with this change in control, Mr. Sanchez resigned as our
President and Chief Executive Officer, Joel Rockwood resigned as our Vice
President and Chief Scientific Officer, and Michael MacArthur resigned as 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, we entered into a Release and Indemnity Agreement with
Johnny Sanchez, our former President, Chief Executive Officer, Director, and
majority stockholder, pursuant to which we sold the all of our membership
interest in NutraTek to Mr. Sanchez in exchange for Mr. Sanchez's agreement to
do the following: (a) release us from any and all claims that Mr. Sanchez may
have had against us; (b) indemnify us for any and all claims against or
liabilities of Global Resource that existed before June 30, 2004, and (c) to
cooperate with and assist Global Resource in connection with its reporting
obligations or filing requirements under the Securities Act of 1933, as amended,
and Securities Exchange Act of 1934, as amended, and to deliver such other
instruments and take such other actions as may be reasonably requested by us in
order to carry out the intent of the agreement.
Immediately after the spin-off of Nutratak, Global Resource had no
operations. Before the change of control described above, Global Resource's
principal business and operations were those of NutraTek. NutraTek researched,
developed, and thereafter contracted with third parties to manufacture its own
line of nutritional dietary supplements, functional food products and natural
sweeteners.
Global Resource's new management decided to terminate the nutritional
products business and become a business development company. As a business
development company, Global Resource will focus on making investments in
securities, and making available significant managerial assistance with respect
to the issuers of such securities, of companies that meet the following
criteria:
A. is organized under the laws of, and has its principal place of business
in, one of the states of the United States;
B. is not an investment company, as defined in the Investment Company Act
of 1940; and
C. satisfies one of the following:
1. it does not have any class of securities with respect to which a
member of a national securities exchange, broker, or dealer may extend or
maintain credit to or for a customer pursuant to rules or regulations
adopted by the Board of Governors of the Federal Reserve System under
section 7 of the Securities Exchange Act of 1934;
15
2. it is controlled by a business development company, either alone
or as part of a group acting together, and such business development
company in fact exercises a controlling influence over the management or
policies of such eligible portfolio company and, as a result of such
control, has an affiliated person who is a director of such eligible
portfolio company;
3. it has total assets of not more than $ 4,000,000, and capital and
surplus (shareholders' equity less retained earnings) of not less than $
2,000,000, except otherwise allowed by the Securities and Exchange
Commission; or
4. it meets such other criteria as management may establish
consistent with the rules and regulations of the Securities and Exchange
Commission.
To date, we have made one investment in Well Renewal LLC. Well Renewal
manages and operates oil wells in Oklahoma by utilizing a nitrogen and carbon
dioxide gas injection unit to "pump up" and re-pressure the wells to increase
oil output. At March 31 2005, our investment in Well Renewal, valued at
approximately $57,073, with a cost of $150,000, consisted of the purchase of a
50% interest in Well Renewal LLC.
We are currently evaluating additional prospective eligible portfolio
companies for investment and intend to continue to do so over the next twelve
months. In that time period, we intend to hire from six to up to fifty
employees, depending on the nature of the portfolio companies in which we
invest. We have established a stock option plan in order to attract and retain
employees and to provide employees who make significant and extraordinary
contributions to our long-term growth and performance with equity-based
compensation incentives.
We intend to retain any future earnings to finance the expansion of its
business and any necessary capital expenditures, and for general corporate
purposes.
Liquidity and Capital Resources
We currently have limited working capital with which to satisfy our cash
requirements, and we will require additional capital in order to conduct
operations. We anticipate that we will at least $250,000 in additional working
capital in order to sustain operations for the next 12 months. This requirement
may increase substantially, depending on the nature and capital requirements of
the business opportunities it elects to pursue.
In order to obtain working capital, from October, 2004 to January, 2005,
we issued convertible debentures in the aggregate principal amount of $155,000
in a private placement. The notes are due approximately five (5) months after
issuance and bear interest at a rate of eight percent (8%). The notes are
convertible into shares of our common stock, at the option of either us or the
holder of the note, at a floating conversion price of fifty percent (50%) of the
closing bid price per share on the day of conversion, or at the lowest price
allowable as set by us in an effective registration statement or exemption
notification as filed with the Securities and Exchange Commission. We are
obligated to register the resale of the shares of common stock issuable upon
conversion of the debenture under the Securities Act of 1933, as amended, or to
otherwise provide an acceptable exemption to registration under Regulation E of
the Securities Act of 1933, as amended.
In addition, in September, 2004, we commenced an offering of its common
stock pursuant to Regulation E of the Securities Act of 1933, as amended.
Pursuant to this offering, we have sold 1,220,000 shares of common stock for
$12,200, and holders of the debentures referenced above have converted, in the
aggregate, approximately $19,800 of principal and interest due under the
debentures into 3,595,000 shares of our common stock. Since that time, the
issuance of a convertible debenture in the principal amount of $25,000 to
Javelin Holdings for services rendered has been rescinded by mutual agreement
between us and Javelin Holdings. Before this rescission, Javelin had converted
$875 of principal on the convertible debenture into 175,000 shares of common
stock. In connection with the rescission of the convertible debenture, Javelin
returned 175,000 shares of common stock to us for cancellation. These shares
have not yet been cancelled.
In January, 2005, we amended this offering to reduce the range of the
price per share of the offering. The Division of Investment Management of the
Securities and Exchange Commission ("SEC") has delivered comments to Global
Resource regarding this amended offering, and Global Resource is currently
working with the Division of Investment Management to address these comments. We
will not issue any shares in reliance on Regulation E until all comments from
the SEC are resolved. This offering may not provide Global Resources with the
capital necessary to fund its operations. In the interim, we will continue to
seek additional forms of capital and our management may provide additional
financing as required.
16
Off Balance Sheet Arrangements
We do not have any off-balance sheet financing arrangements.
17
Item 7. FINANCIAL STATEMENTS
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
FINANCIAL STATEMENTS
MARCH 31, 2005
F-1
C O N T E N T S
Report of Independent Registered Public Accounting Firm......................F-3
Balance Sheet................................................................F-4
Schedule of Investments......................................................F-5
Statements of Operations.....................................................F-6
Statement of Stockholders' Deficit...........................................F-7
Statement of Cash Flows......................................................F-8
Notes to the Financial Statements...........................................F-10
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Global Resource Corporation
(Formerly Advanced Healthcare Technologies, Inc.)
San Diego, California
We have audited the accompanying balance sheet of Global Resource Corporation as
of March 31, 2005, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended March 31, 2005 and 2004.
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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed more fully in Note 5 to the financial statements, securities
amounting to $57,073 at March 31, 2005 have been valued at fair value as
determined by the Board of Directors. We have reviewed the underlying
documentation; while in circumstances the procedures appear to be reasonable and
the documentation appropriate, determination of fair values involves subjective
judgment which is not susceptible to substantiation by auditing procedures.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Resource Corporation as
of March 31, 2005 and the results of their operations and their cash flows for
the years ended March 31, 2005 and 2004, in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's deficit in working capital and losses raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
HJ Associates & Consultants, LLP
Salt Lake City, Utah
June 23, 2005
F-3
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Balance Sheets
ASSETS
March 31,
-----------------------------
2005 2004
----------- -----------
CURRENT ASSETS
Cash $ 175 $ --
----------- -----------
Total Current Assets 175 --
----------- -----------
OTHER ASSETS
Investments 57,073 --
Assets - discontinued operations (Note 3) -- 19,108
----------- -----------
Total Other Assets 57,073 19,108
----------- -----------
TOTAL ASSETS $ 57,248 $ 19,108
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 5,438 $ 247,546
Accounts payable - related party 52,795 --
Wages payable 150,000 --
Accrued interest 4,716 --
Convertible debentures (Note 4) 137,900 --
Current liabilities - discontinued operations (Note 3) -- 150,674
----------- -----------
Total Current Liabilities 350,849 398,220
----------- -----------
COMMITMENTS AND CONTINGENCIES
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 7,060,020 (275,368)
Accumulated deficit (7,360,836) (106,144)
----------- -----------
Total Stockholders' Deficit (293,601) (379,112)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 57,248 $ 19,108
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Schedule of Investments
Description Percent
Company of Business Ownership Cost Fair Value Affiliation
------------------------- ----------------- ----------------- ------------- ------------------ ---------------
Well Renewal, LLC Oil Wells 50% $ 150,000 $ 57,073 (1) Yes
(1) Fair value determined by the Company's Board of Directors using the
following formula: Net assets of $114,146 X percent ownership of 50% =
57,073
See also Note 5 for further explanation on the Company's methods of
determining fair values.
The accompanying notes are an integral part of these financial statements.
F-5
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Statements of Operations
For the Years Ended
March 31,
----------------------------
2005 2004
----------- -----------
REVENUES $ -- $ --
COST OF GOODS SOLD -- --
----------- -----------
GROSS PROFIT -- --
----------- -----------
OPERATING EXPENSES
Payroll 156,000 --
Professional fees 92,702 --
Rent 8,000 --
General and administrative 8,431 --
----------- -----------
Total Operating Expenses 265,133 --
----------- -----------
LOSS FROM OPERATIONS (265,133) --
----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (184,716) --
Loss on investment valuation (92,927) --
Gain on release of debt 31,000 --
----------- -----------
Total Other Income (Expense) (246,643) --
----------- -----------
LOSS BEFORE DISCONTINUED OPERATIONS (511,776) --
----------- -----------
LOSS FROM DISCONTINUED OPERATIONS (Note 3) (116,946) (106,144)
----------- -----------
NET LOSS $ (628,722) $ (106,144)
=========== ===========
BASIC LOSS PER SHARE
Continued operations $ (0.12) $ --
Discontinued operations (0.03) (0.10)
----------- -----------
Total Loss per Share $ (0.15) $ (0.10)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,245,890 1,092,994
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-6
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Statement of Stockholders' Deficit
Deficit
Accumulated
Common Stock Additional During the
------------------------------ Paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
Balance at inception on March 3, 2003 -- $ -- $ -- $ --
Common stock issued for services 1,400,000 1,400 (26,822) --
Common stock issued for recapitalization 1,000,000 1,000 (248,546) --
Net loss for the year ended March 31, 2004 -- -- -- (106,144)
------------- ------------- ------------- -------------
Balance, March 31, 2004 2,400,000 2,400 (275,368) (106,144)
Capital contributed by shareholders -- -- 267,546 --
Spin-off of NutraTek, LLC -- -- 6,625,970 (6,625,970)
Disposal of NutraTek, LLC -- -- 228,512 --
Beneficial conversion feature for
issuance of convertible debentures -- -- 180,000 --
Common stock issued for cash 1,220,000 1,220 10,980 --
Common stock issued for conversion
of debentures 3,595,000 3,595 14,380 --
Contributed services -- -- 8,000 --
Net loss for the year ended March 31, 2005 -- -- -- (628,722)
------------- ------------- ------------- -------------
Balance, March 31, 2005 7,215,000 $ 7,215 $ 7,060,020 $ (7,360,836)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
F-7
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Statements of Cash Flows
For the Years Ended
March 31,
---------------------------
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (628,722) $ (106,144)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 509 821
Gain on release of debt (31,000) --
Contributed services 8,000 --
Non-cash interest expense related to beneficial
conversion feature of debt 180,000 --
Loss on investment valuation 92,927 --
Changes in assets and liabilities:
(Increase) in accounts receivable -- (3,887)
(Increase) in inventory -- (5,184)
Increase in accounts payable and accounts
payable - related party 58,233 19,331
Increase in accrued expenses 186,591 64,089
Changes in discontinued assets and liabilities 106,679 --
----------- -----------
Net Cash Used by Operating Activities (26,783) (29,974)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets -- (11,858)
Investment in Well Renewal, LLC (150,000) --
----------- -----------
Net Cash Used by Investing Activities (150,000) (11,858)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock sold or subscribed for cash 12,200 --
Cash used for partner draw (12,006) (25,422)
Cash contributed by former officer 20,000 --
Proceeds from issuance of note payable 15,500 53,518
Proceeds from convertible debenture 155,000 --
Change from cash overdraft (13,736) 13,736
----------- -----------
Net Cash Provided by Financing Activities $ 176,958 $ 41,832
----------- -----------
The accompanying notes are an integral part of these financial statements.
F-8
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Statements of Cash Flows (Continued)
For the Years Ended
March 31,
---------------------------
2005 2004
----------- -----------
NET INCREASE IN CASH 175 --
CASH AT BEGINNING OF PERIOD -- --
----------- -----------
CASH AT END OF PERIOD $ 175 $ --
=========== ===========
CASH PAID FOR
Interest $ -- $ 659
Income taxes $ -- $ --
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Contributed capital by shareholders $ 8,000 $ --
The accompanying notes are an integral part of these financial statements.
F-9
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Business
Advanced Healthcare Technologies, Inc. (Advanced) was incorporated in
Colorado on March 28, 2000 and began operations on May 25, 2000. The
Company's activities to date have been limited to organization and capital
formation. The Company plans to engage in the healthcare equipment
business. The Company had engaged in the mortgage lending business on a
limited basis.
NutraTek, LLC was organized in Utah on March 3, 2003, as a limited
liability company. It later changed to a "C" Corporation in connection
with its acquisition of Advanced Healthcare Resources, Inc. and from its
inception has researched and developed and thereafter contracted with
third parties to manufacture its own line of nutritional dietary
supplements, functional food products and proprietary natural sweeteners.
On December 4, 2003, pursuant to an agreement and plan of reorganization,
Advanced Healthcare Technologies, Inc. completed a reverse merger with the
members of NutraTek, LLC. in which it acquired 100% of NutraTek, LLC, a
Utah Limited Liability Company in exchange for 1,400,000 common shares of
Advanced Healthcare Technologies, Inc. The terms of the acquisition are
detailed in an 8-K filing dated December 5, 2003. Under the terms of the
agreement, the president of NutraTek, LLC became the president of the
Company and was elected to the Board of Directors, the acquisition was
accounted for as a recapitalization of NutraTek, LLC because the members
of NutraTek, LLC controlled Advanced Healthcare Technologies, Inc. after
the acquisition. NutraTek, LLC was treated as the acquiring entity for
accounting purposes and Advanced Healthcare Technologies, Inc. was the
surviving entity for legal purposes. There was no adjustment to the
carrying values of the assets or liabilities of NutraTek, LLC and no
goodwill was recorded. The Company issued 1,400,000 shares of common stock
for the acquisition. Prior to the acquisition, the Company had 1,100,000
shares of common stock outstanding. Prior to the reverse merger, NutraTek,
LLC had a stockholders deficit of $25,422. NutraTek, LLC has a calendar
year end of December 31st, while Advanced Healthcare Technologies, Inc.
has a fiscal year end of March 31st. The Company has consolidated the
operations of NutraTek, LLC as of December 31, 2003 with the operations of
Advanced as of March 31, 2004. There were no material inter-company
activities from January 1, 2004 to March 31, 2004.
On June 30, 2004, the Company's President and CEO entered into an
agreement to sell his controlling interest in the Company and retain the
operations and activities of NutraTek. In connection with this change in
control the Company's president and CEO, vice president and chief
scientific officer, as well as the Company's secretary resigned.
Additionally, five individuals resigned as directors of the Company. The
individual gaining controlling interest was appointed to fill these
vacancies.
Concurrent with the above mentioned events the Company's shareholders
contributed capital of $20,000 and settled $247,546 of accounts payable
debt (for a total contributed capital amount of $267,546) by reallocating
a total of 250,002 shares of common stock, which had previously been
issued to a number of different related entities in exchange for their
forgiveness of the debt as well as payment of $10,000. Additionally, the
disposal of
F-10
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Business (Continued)
NutraTek resulted in the Company recording an additional 228,512 of
additional paid in capital, as the Company had to record NutraTek's equity
for the period.
At March 31, 2004, the financial statements had been presented in a
reverse merger format with NutraTek being reported as the accounting
entity and Advanced as the legal entity. Accordingly the inception date
had been presented as March 2003, which was the inception date of
NutraTek. With NutraTek being returned to its former owner at June 30,
2004, Advanced is the only remaining entity. The inception date of
Advanced was on March 28, 2000. Advanced is now the remaining accounting
and legal entity. With the spin-off of NutraTek, the Company recognized
the previous deficit of Advanced of $6,625,970, which had previously been
eliminated in the consolidation with NutraTek.
During the second quarter the Company changed the name of the Company from
Advanced Healthcare Technologies, Inc. to Global Resource 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.
On January 11, 2005, 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.
b. Accounting Method
Advanced has elected a March 31st year-end. The Company's financial
statements are prepared using the accrual method of accounting.
c. 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.
F-11
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. New Accounting Pronouncements
During the year ended March 31, 2005, the Company adopted the following
accounting pronouncements, which had no impact on the financial statements
or results of operations:
o SFAS No. 143, Accounting for Asset Retirement Obligations;
o SFAS No.145, Rescission of FASB Statements 4, 44, and 64,
amendment of Statement 13, and Technical Corrections;
o SFAS No. 146, Accounting for Exit or Disposal Activities;
o SFAS No. 147, Acquisitions of Certain Financial Institutions;
and
o SFAS No. 148, Accounting for Stock Based Compensation.
o SFAS No.149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities;
o SFAS No.150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity
In addition, during the year ended March 31, 2005, FASB Interpretations
No. 45 and No. 46, along with various Emerging Issues Task Force
Consensuses (EITF) were issued and adopted by the Company and had no
impact on its financial statements.
e. Provision for Taxes
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards 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.
As a limited liability company, NutraTek's taxable income or loss for the
year ended March 31, 2004 was allocated to members in accordance with
their respective percentage ownership. Therefore, no provision or
liability for income taxes has been included in the financial statements.
F-12
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes (continued)
Net deferred tax assets consist of the following components as of March
31, 2005
2005
Deferred tax assets:
NOL carryover $ 78,073
Accrued expenses 60,840
Deferred tax liabilities:
Depreciation --
Valuation allowance (138,913)
---------
Net deferred tax asset $ --
=========
The income tax provision differs from the amount of income tax determined
by applying the U.S. federal and state income tax rate of 39% to pretax
income from continuing operations for the years ended March 31, 2005:
2005
Book loss $(209,342)
Rent 3,120
Interest 72,040
Valuation allowance 134,812
---------
$ --
=========
Due to the change in ownership provisions of the Tax Reform Act of 1986,
net operating loss carryforwards for Federal income tax reporting purposes
are subject to annual limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.
f. Revenue Recognition and Cost of Goods
Currently the Company has no sources of revenues. The Company expects that
it will derive revenue from Well Renewal, LLC in the form of dividends.
F-13
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Revenue Recognition and Cost of Goods (Continued)
During the fiscal year ended March 31, 2005 the Company did not deliver
any products or services. As such the company has not recognized any
revenue. The Company's only investment, Well Renewal, LLC, is working to
return oil wells to production. At this time the wells have not produced
any oil.
g. Fixed Assets
Fixed assets are stated at cost and are depreciated using the straight
line method and their useful life. As of March 31, 2005, the Company had
no fixed assets.
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.
F-14
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 3 - DISCONTINUED OPERATIONS (Continued)
All assets were associated with the discontinued operations as well as all
of the liabilities except for $247,546 which was associated with Advanced.
ASSETS
March 31,
2004
---------
CURRENT ASSETS
Accounts receivable $ 2,887
Inventory 5,184
---------
Total Current Assets 8,071
---------
FIXED ASSETS, NET 11,037
---------
TOTAL ASSETS $ 19,108
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Cash overdraft $ 13,736
Accounts payable 19,331
Notes payable 53,518
Accrued expenses 64,089
Accounts payable - Advanced 247,546
---------
Total Current Liabilities 398,220
---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock: 500,000,000 shares authorized of
$0.001 par value, 2,400,000 shares issued and
outstanding 2,400
Additional paid-in capital (deficit) (275,368)
Deficit accumulated during the development stage (106,144)
---------
Total Stockholders' Deficit (379,112)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 19,108
=========
F-15
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 3 - DISCONTINUED OPERATIONS (Continued)
The net loss from discontinued operations for the year ended March 31,
2004 are the operations of NutraTek, LLC for the calendar year ended
December 31, 2003 because NutraTek had a December 31 year end, while
Advanced has a March 31 year end, as noted in Note 1 to the Financial
Statements.
For the Year
Ended,
December 31,
2003
-----------
REVENUES $ 249,409
COST OF GOODS SOLD 103,058
-----------
GROSS PROFIT 146,351
-----------
OPERATING EXPENSES
Payroll 90,627
Rent 13,621
Professional fees 16,109
Depreciation 821
General and administrative 130,658
-----------
Total Operating Expenses 251,836
-----------
LOSS FROM OPERATIONS (105,485)
-----------
OTHER EXPENSE
Interest Expense (659)
-----------
Total Other Expense (659)
-----------
NET LOSS $ (106,144)
-----------
BASIC LOSS PER SHARE $ (0.10)
===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1,092,994
===========
F-16
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 3 - DISCONTINUED OPERATIONS (Continued)
The net loss from discontinued operations for the years ended March 31,
2005 are the operations of NutraTek for the three months ended March 31,
2005 because the spin off of NutraTek took place three months after
Advanced Healthcare Technologies, Inc. year end and NutraTek had a
December 31 year end, therefore three months after NutraTek's year end
would be March 31, 2005.
For the Three
Months Ended
March 31,
2004
-------------
REVENUES $ 15,349
COST OF GOODS SOLD 4,108
-------------
GROSS PROFIT 11,241
-------------
OPERATING EXPENSES
Payroll 53,930
Rent 2,271
Professional fees 49,104
Depreciation 509
General and administrative 21,362
-------------
Total Operating Expenses 127,176
-------------
LOSS FROM OPERATIONS (115,935)
-------------
OTHER EXPENSE
Interest expense (1,011)
-------------
Total Other Expense (1,011)
-------------
NET LOSS $ (116,946)
=============
BASIC LOSS PER SHARE $ (0.03)
=============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 4,245,890
=============
F-17
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 4 - BENFICIAL COVERSION FEATURES OF DEBT
On August 15, 2004 the Company entered into a service contract whereas
consideration for services was a $25,000, 8% convertible debenture, due
February 1, 2005, issued in the second quarter at a 50% discount, which
was to become due and payable on the effective date of the Form 1-E. In
the second quarter, a discount of $25,000 for the debenture was recorded
as non-cash interest expense. On March 28, 2005 the Company amended this
service contract to restate the consideration for services to be a flat
$25,000 fee that would be due and payable within 90 days from the
effective date of the Company's amended and restated Form 1-E, therefore
the non-cash interest expense remained on the books but the debenture was
reclassified from a convertible debenture to an accrued liability. As of
March 31, 2005 the Company determined and the debtor agreed that the
debtor would forgive $25,000 accrued liability. This amount was recorded
as a gain on extinguishment of debt.
During the third quarter the Company recognized two $50,000 convertible
debentures, both due April 1, 2005, both with an 8% interest rate per
year. During the fourth quarter the Company recognized a beneficial
conversion feature for two additional convertible debentures, in the
amounts of $30,000 and $25,000, both due June 30, 2005 both with an 8%
interest rate per year. 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 $155,000 for these four debentures has
been recorded as non-cash interest expense during the year ended March 31,
2005.
NOTE 5 - INVESTMENTS
The Company currently has a 50% investment in Well Renewal, LLC. The
Company paid $150,000 for a 50% controlling interest in Well Renewal, LLC.
on January 11, 2005. The business plan of Well Renewal is to obtain
revenues via the management and operation of thirty oil wells located in
Oklahoma.
As required by ASR 118, the investment committee of the company is
required to assign a fair value to all investments. To comply with Section
2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment
Company Act, it is incumbent upon the board of directors to satisfy
themselves that all appropriate factors relevant to the value of
securities for which market quotations are not readily available have been
considered and to determine the method of arriving at the fair value of
each such security. To the extent considered necessary, the board may
appoint persons to assist them in the determination of such value, and to
make the actual calculations pursuant to the board's direction. The board
must also, consistent with this responsibility, continuously review the
appropriateness of the method used in valuing each issue of security in
the company's portfolio. The directors must recognize their
responsibilities in this matter and whenever technical assistance is
requested from individuals who are not directors, the findings of such
intervals must be carefully reviewed by the directors in order to satisfy
themselves that the resulting valuations are fair.
F-18
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 5 - INVESTMENTS (Continued)
No single standard for determining "fair value....in good faith" can be
laid down, since fair value depends upon the circumstances of each
individual case. As a general principle, the current "fair value" of an
issue of securities being valued by the board of directors would appear to
be the amount which the owner might reasonably expect to receive for them
upon their current sale. Methods which are in accord with this principle
may, for example, be based on a multiple of earnings, or a discount from
market of a similar freely traded security, or yield to maturity with
respect to debt issues, or a combination of these and other methods. Some
of the general factors which the directors should consider in determining
a valuation method for an individual issue of securities include: 1) the
fundamental analytical data relating to the investment, 2) the nature and
duration of restrictions on disposition of the securities, and 3) an
evaluation of the forces which influence the market in which these
securities are purchased and sold. Among the more specific factors which
are to be considered are: type of security, financial statements, cost at
date of purchase, size of holding, discount from market value of
unrestricted securities of the same class at time of purchase, special
reports prepared by analysis, information as to any transactions or offers
with respect to the security, existence of merger proposals or tender
offers affecting the securities, price and extent of public trading in
similar securities of the issuer or comparable companies, and other
relevant matters.
The board has arrived at the following valuation method for its
investments. Where there is not a readily available source for determining
the market value of any investment, either because the investment is not
publicly traded, or is thinly traded, and in absence of a recent
appraisal, the value of the investment shall be based on the following
criteria:
1. Total amount of the Company's actual investment ("AI"). This
amount shall include all loans, purchase price of securities,
and fair value of securities given at the time of exchange.
2. Total revenues for the preceding twelve months ("R").
3. Earnings before interest, taxes and depreciation ("EBITD")
4. Estimate of likely sale price of investment ("ESP")
5. Net assets of investment ("NA")
6. Likelihood of investment generating positive returns (going
concern).
The estimated value of each investment shall be determined as follows:
o Where no or limited revenues or earnings are present, then the
value shall be the greater of the investment's a) net assets,
b) estimated sales price, or c) total amount of actual
investment.
o Where revenues and/or earnings are present, then the value
shall be the greater of one time (1x) revenues or three times
(3x) earnings, plus the greater of the net assets of the
investment or the total amount of the actual investment.
o Under both scenarios, the value of the investment shall be
adjusted down if there is a reasonable expectation that the
Company will not be able to recoup the investment or if there
is reasonable doubt about the investments ability to continue
as a going concern.
F-19
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 5 - INVESTMENTS (Continued)
o The Board reserves the right to hire an independent, certified
appraiser to assist with establishing a valuation of portfolio
investments. Barring any extraordinary factors, a certified
appraised value shall be used when available.
Based on the previous methodology, the Company determined that it's
investment in Well Renewal, LLC. should be valued at $57,073. Accordingly
a loss on the investment valuation of $92,927 has been recorded.
The Company has not retained independent appraises to assist in the
valuation of the portfolio investments because the cost was determined to
be prohibitive for the current levels of investments.
NOTE 6 - MATERIAL 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.
NOTE 7 - STOCK TRANSACTIONS
During the fiscal year ended March 31, 2005 the Company issued 1,220,000
shares of common stock for $12,200.
During the fiscal year ended March 31, 2005 the Company issued 3,595,000
shares of common stock for the conversion of debentures totaling $17,975.
NOTE 8 - RELATED PARTY TRANSACATIONS
During the fiscal year ended March 31, 2004, the Company's shareholders
contributed capital of $20,000 and accrued $247,546 of accounts payable
debt (for a total contributed capital amount of $267,546). During the
fiscal year ended March 31, 2005, the total contributed capital of
$267,546 was reallocated for a total of 250,002 shares of common stock,
which had previously been issued to a number of different related entities
in exchange for their forgiveness of the debt as well as payment of
$10,000.
During the 2005 fiscal year ended March 31, 2005 the Company had hired an
employee who performed services valued at $6,000, whereas payment was
contingent upon Company growth and development. As of March 31, 2005, it
was determined by Company management that growth was not as expected and
the $6,000 due was written off the books and recorded as a release of
debt.
F-20
GLOBAL RESOURCE CORPORATION
(FORMERLY ADVANCED HEALTHCARE TECHNOLOGIES, INC.)
Notes to the Financial Statements
March 31, 2005 and March 31, 2004
NOTE 9 - COMMITMENTS AND CONTINGENCIES
From September 27, 2004 through December 6, 2004, the Company issued
approximately 4,815,000 shares of common stock (the "Shares"), of which
1,220,000 were issued for cash and 3,595,000 were issued upon conversion
of certain outstanding convertible debentures. The Company did not
register the Shares under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on various exemptions from registration,
including, but not limited to, Section 3(b) of the Securities Act and
Regulation E promulgated thereunder.
On June 17, 2005, the Division of Investment Management (the "Division")
at the Securities & Exchange Commission (the "SEC") has advised Global
Resource that it is the view of the Division that the Company cannot rely
on the exemption afforded by Regulation E and that it is unaware of any
other exemptions from registration for the issuance of the Shares. The
Division also advised the Company that, in the view of the Division, it
appears that the issuance of the Shares violated Section 5 of the
Securities Act. The Company has advised the Division that it is the
Company's view that the issuance of the Shares was exempt from
registration under the Securities Act under various available exemptions,
including, but not limited to, Regulation E, and that the issuance of the
Shares did not violate Section 5 of the Act.
Management and the Board of Directors have not entered into formal
employment agreements. The Board of Directors has authorized the Company
to accrue salary in the amount of $10,000 per month for Richard
Mangiarelli and Richard Schmidt starting in September 2004. $30,000 was
accrued for Jimmy Villalobos. Mr. Villalobos formally resigned from the
Company June 17, 2005.
The Company currently does not have any formal rent agreements. Mr.
Mangiarelli maintained the office space for the Company. The company
recorded rent expense of $8,000 for fiscal 2005 and that amount was
contributed to capital.
NOTE 10 - SUBSEQUENT EVENTS
On June 17, 2005 Jimmy Villalobos resigned as president of the Company.
F-21
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Item 8A. CONTROLS AND PROCEDURES.
We carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of its disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e) as of the end of the
period covered by this Annual Report on Form 10-KSB. Based on that evaluation,
they concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to them to allow timely decisions
regarding required disclosure.
There has been no change in our internal control over financial reporting
that occurred during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Itme 8B. OTHER INFORMATION.
None.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Executive Officer and Directors
Our executive officers and directors, the positions held by them, and
their ages are as follows:
Name Age Position
----------------------- ---------- -----------------------------------------------
Richard Mangiarelli* 61 Chairman of the Board, Chief Executive Officer,
President and Chief Financial Officer (1)
Bruce Caldwell 61 Director (1)(2)
Paul Ferandell 65 Director (1)(2)
John E Jordan 65 Director (1)(2)
Richard F. Schmidt 40 Director (1)
Josst H. van Adelsberg, Jr. 45 Director (1)(2)
--------------------------------------------------------------------------------------------------
*Interested Person as defined under the Investment Company Act
(1) Member of Audit Committee
(2) Member of Investment Committee
Richard Mangiarelli has served as our Chairman of the Board, Chief
Executive Officer, President and Chief Financial Officer since June 30, 2004.
Mr. Mangiarelli is 61 years old. In 1985, he founded USA Energy Corporation, a
licensed general and electrical contractor dedicated to energy conservation
contracting. He was the Chief Operating Officer of Fulham Company, an electronic
ballast manufacturer, from 1993 to 1995. Mr. Mangiarelli is also the Chief
Operating Officer and Director of Cybertel Capital Corp., a publicly traded
corporation. Mr. Mangiarelli holds a BA degree from the University of
Connecticut and an MBA degree from Pepperdine University. He is a licensed
general contractor and licensed electrical contractor and is retired from the
United States Marine Corps at the rank of Colonel.
Bruce G. Caldwell, Ed.D. has served as a Director since September 2004. He
is the owner of CeramixGolf.com, a golf club manufacturing firm in Carlsbad,
California. After retiring from a career in education that spanned 25 years, Dr.
Caldwell became the Vice President of national sales for Public Storage
Incorporated and was a Registered Principal with P.S. Securities. He retired
from that career after 10 years of service. He was also a partner in the
ownership of Conroy's Flowers, a national flower franchise company. He sold his
interest in Conroy's Flowers and became the Vice President of Development for
Pixel Inc., a digital multi-media production firm.
18
Paul Ferandell has served as a Director since September 2004. He founded
Ferandell Tennis Courts, Inc. in 1975 and has five offices located throughout
California that service the building, resurfacing and maintenance of commercial
and residential tennis courts throughout the State of California.
John E. Jordan has served as a Director since September 2004. In 1959, he
founded the Jordan Companies, a group of privately held, diversified companies
engaged in energy related engineering, manufacturing and marketing activities,
defense and aerospace consulting and international negotiations and
representation. He has served as chief executive officer and president of these
companies for over 20 years. Mr. Jordan is a graduate of Stanford University,
the Marine Corps Command and Staff College, the National Defense
University-Industrial College of the Armed Force program, the Naval War College,
and served as an Officer in both the U.S. Air Force and the Marine Corps.
Richard F. Schmidt has served as a Director since September 2004. Mr.
Schmidt has an extensive background in corporate finance, with over 15 years of
direct financial and tax management experience. Mr. Schmidt is currently the
Chief Financial Officer of Cybertel Capital Corp., and is also a director of
Axia Group, Inc. He is responsible for all aspects of treasury management,
public reporting and investor relations. Mr. Schmidt formerly worked as the
Senior Vice President of Iseki, Inc., an international sales and leasing
company, assisting the Company with the management and review of its
administrative, legal and human resources. Previously at Iseki, Inc., Mr.
Schmidt had served as Chief Financial Officer. He also served as a manager and
multinational tax and business consultant for Coopers & Lybrand. Mr. Schmidt is
a Certified Public Accountant licensed in California.
Joost H. van Adelsberg, Jr. has served as a Director since September 2004.
Mr. van Adelsberg is a Certified Public Accountant with over 20 years'
experience in helping to design and implement domestic and international tax,
accounting and business solutions for multi-national companies and individuals.
His professional experience includes over 15 years of Big Five accounting with
PricewaterhouseCoopers, LLP (formerly Coopers & Lybrand, LLP), Kenneth Leventhal
& Company and, currently, his own practice. Mr. van Adelsberg's background
includes an emphasis in real estate and tax. He also has extensive experience
working with various bankruptcy trustees and receivers. Mr. van Adelsberg is a
member of the AICPA and the California Society of CPA's.
Recent Changes
On November 16, 2004, our board of directors appointed Jimmy Villalobos as
our President, replacing Richard Mangiarelli, who resigned as President but
remained as our Chief Executive Officer. On June 17, 2005, Mr. Villalobos
resigned as our President, and our board of directors reappointed Mr.
Mangiarelli as our President.
Audit Committee
The primary responsibility of the Audit Committee is to oversee our
financial reporting process on behalf of our Board of Directors and report the
result of their activities to the Board. Such responsibilities shall exclude but
shall not be limited to, (i) the selection, and, if necessary, the replacement
of our independent auditors, review and discuss with such independent auditors,
and our internal audit department, (ii) the overall scope and plans for the
audit, (iii) the adequacy and effectiveness of the accounting and financial
controls, including our system to monitor and manage business risks, and legal
and ethical programs, and (iv) the results of the annual audit, including the
financial statements to be included in our annual report on Form 10-KSB.
Investment Committee
The Investment Committee shall have oversight responsibility with respect
to reviewing and overseeing our contemplated investments and portfolio companies
and investments on behalf of the Board and shall report the results of their
activities to the Board. Such Investment Committee shall (i) have the ultimate
authority for and responsibility to evaluate and recommend investments, and (ii)
review and discuss with management (a) the performance of portfolio companies,
(b) the diversity and risk of our investment portfolio, and, where appropriate,
make recommendations respecting the role or addition of portfolio investments,
and (c) all solicited and unsolicited offers to purchase portfolio companies.
Compensation of Directors
We have no standard arrangement, pursuant to which our directors are
compensated or services provided as a director.
19
Employment Agreements
We do not have any employment agreement in place.
Indemnification
As permitted by the provisions of the General Corporation Law of the State
of Nevada, or the Nevada Code, we have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation if such officer or director acted
in good faith and in a manner reasonably believed to be in or not opposed to our
best interest. Any such person may be indemnified against expenses, including
attorneys' fees, judgments, fines and settlements in defense of any action, suit
or proceeding. Further, the Nevada Code permits a corporation to purchase and
maintain liability insurance on behalf of its officers, directors, employees and
agents. We do not maintain such liability insurance.
20
Item 10. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended March 31, 2005 and 2004.
Annual Compensation Long-Term Compensation
Common Shares
Underlying All
Restricted Options Other
Other Annual Stock Granted Compen
Name and Position Year Salary (1) Bonus Compensation Awards ($) (# Shares) -sation
Richard Mangierelli 2005 $ 60,000 -0- -0- -0- -- -0-
President, Chief 2004 -0- -0- -0- -0- -- -0-
Executive Officerm
Secretary
and Chairman of the
Board of Directors
Jimmy Villabolos 2005 $ 30,000 -0- -0- -0- -- -0-
President (from NA NA NA NA NA NA NA
September 15, 2004
through June 17, 2005)
(1) Amounts listed have been accrued, but not paid.
Before June 30, 2004, our directors and executive officers received no
compensation for services rendered to us. Further, current management is
informed and believes that no director or executive officer has received cash or
other remuneration for services rendered to us in the fiscal years 2004 and
2003.
Option Grants and Exercises
We did not grant any stock options to any of our directors or executive
officers in the fiscal year ended March 31, 2005.
Employment Agreements
As of the date hereof, we do not have any employment agreements with any
of our director or executive officers.
21
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of this report by the
following persons: (i) each person who is known to be the beneficial owner of
more than five percent (5%) of issued and outstanding shares of common stock;
(ii) each of the directors and executive officers; and (iii) all of the
directors and executive officers as a group. Except as otherwise indicated, all
shares are owned directly.
Number Of Shares
Name And Address (1) Beneficially Owned Percentage Owned (2)
----------------- ------------------ --------------------
Richard Mangiarelli ..................... 1,260,000 17.5%
Bruce Caldwell .......................... 0 *
Paul Ferandell .......................... 0 *
John Jordan ............................. 0 *
Richard Schmidt ......................... 0 *
Joost van Adelsberg ..................... 0 *
Edify Capital Group (3) ................. 70,236,000 90.68
801 S. Garfield Avenue, Suite 200,
Alhambra, CA 91801
Transfix Global Corporation (3) ......... 75,530,000 91.28
11028 Ave Playa Veracruz
San Diego, CA 92124
All directors and officers as a group (6
persons) ................................ 1,260,000 17.5%
----------
*Less than 1 percent
(1) Unless otherwise indicated, the address is 9444 Waples Street, Suite 290,
San Diego, CA
(2) Based on 7,215,000 fully diluted shares of common stock issued and
outstanding as of July 13, 2005.
(3) Includes shares issuable upon conversion of 8% Convertible Debenture.
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended March 31, 2004, our shareholders contributed
capital of $20,000 and accrued $247,546 of accounts payable debt (for a total
contributed capital amount of $267,546). During the fiscal year ended March 31,
2005, the total contributed capital of $267,546 was reallocated for a total of
250,002 shares of common stock, which had previously been issued to a number of
different related entities in exchange for their forgiveness of the debt as well
as payment of $10,000.
Change of Control and Spin-Off of NutraTek. On June 30, 2004, Richard
Mangiarelli purchased 126,000,000 shares of Advanced Healthcare common stock
from its former President, Chief Executive Officer, Director, and majority
stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli held approximately
52.5% of the issued and outstanding common stock of Advanced Healthcare
immediately after the transaction.
In connection with this change in control, Mr. Sanchez resigned as
Advanced Healthcare'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 Advanced Healthcare. The outgoing directors
appointed Richard Mangiarelli to fill the vacancies on the board.
22
On June 30, 2004, we entered into a Release and Indemnity Agreement with Johnny
Sanchez, our former President, Chief Executive Officer, Director, and majority
stockholder, pursuant to which we sold the all of our membership interest in
NutraTek to Mr. Sanchez in exchange for Mr. Sanchez's agreement to do the
following: (a) release us from any and all claims that Mr. Sanchez may have had
against us; (b) indemnify us for any and all claims against or liabilities of
Global Resource that existed before June 30, 2004, and (c) to cooperate with and
assist us in connection with our reporting obligations or filing requirements
under the Securities Act of 1933, as amended, and Securities Exchange Act of
1934, as amended, and to deliver such other instruments and take such other
actions as may be reasonably requested by us in order to carry out the intent of
the agreement.
Item 13. EXHIBITS
Exhibit No. Description
----------- -----------
2.2 Stock Purchase Agreement (1)
3.1 Articles of Incorporation, as amended to date (2)
3.2 Amended and Restated Bylaws (2)
4.1 Form of Debenture (3)
4.2 2004 Stock Option Plan
10.1 Release and Indemnity Agreement (1)
10.2 Operating Agreement for Well Renewal LLC (3)
31.1 Certification of Richard Mangiarelli pursuant to Rule 13a-14(a)
32.1 Certification of Richard Mangiarelli pursuant to 18 U.S.C Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
----------
(1) Filed as an exhibit to Current Report on Form 8-K filed July 15, 2004 and
incorporated herein by reference.
(2) Filed as an exhibit to Registration Statement on Form 8-A12G (File No.
000-50944) and incorporated herein by reference.
(3) Filed as an exhibit to Current Report on Form 8-K filed on February 23,
2005 and incorporated herein by reference.
23
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Appointment of Auditors
The Board of Directors selected HJ Associates & Consultants, LLP,
independent accountants, as our auditors for the year ending March 31, 2006. HJ
Associates & Consultants, LLP previously audited our consolidated financial
statements for the fiscal year ended March 31, 2005.
Audit Fees
HJ Associates & Consultants, LLP billed us $15,479 in fees for our
2005 annual audit and review of our quarterly financial statements for that
year. HJ Associates & Consultants, LLP billed us $21,034 in fees for our 2004
annual audit, and James E. Scheifley, P.C. our previous independent auditors,
billed us $7,500 in fees for the review of our quarterly financial statements
for 2004. Audit-Related Fees We did not pay any fees to HJ Associates &
Consultants, LLP or James E. Scheifley, P.C. for assurance and related services
that are not reported under Audit Fees above in 2005 or 2004.
Tax Fees
We paid $469 to HJ Associates & Consultants, LLP for tax compliance, tax
planning and tax advice in 2005. We did not pay any fees to HJ Associates &
Consultants, LLP or James E. Scheifley, P.C. for tax compliance, tax advice or
tax planning in 2004.
All Other Fees
In 2004, James E. Scheifley, P.C. billed us $1,000 for work in connection
with registration statements on Form S-8, and $0 for all other fees. We did not
pay any fees to HJ Associates & Consultants, LLP for any registration statement
work, tax services, or any other fees in 2004.
Pre-Approval Policies and Procedures
We have implemented pre-approval policies and procedures related to the
provision of audit and non-audit services. Under these procedures, our audit
committee pre-approves all services to be provided by HJ Associates &
Consultants, LLP and the estimated fees related to these services.
24
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL RESOURCE CORP.
By: /s/ Richard Mangiarelli
------------------------------------
Richard Mangiarelli, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.
Signatures Title Date
--------------------------------------------------------------------------------
/s/ Richard Mangiarelli President and Chairman July 15, 2005
----------------------- of the Board
Richard Mangiarelli Chief Executive Officer
/s/ Bruce Caldwell Director July 15, 2005
-----------------------
Director
/s/ Paul Ferandell Director July 15, 2005
------------------
Director
/s/John E. Jordan Director July 15, 2005
-----------------
John E. Jordan
/s/Richard F. Schmidt Director July 15, 2005
---------------------
Director
/s/Joost H. van Adelsberg, Jr. Director July 15, 2005
------------------------------
Joost H. van Adelsberg, Jr.
25