SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB/A
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
- ------------------ ----------------------
0-30145
June 30, 2003 33-41063-A
GLOBAL ASSETS & SERVICES, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3723328
- ------------------------------------ --------------------------
State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3816 W. Linebaugh Ave., Suite 200, Tampa, FL, 33624
- --------------------------------------------------------
(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (813) 964-1300
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 31,497,767 as of June 30, 2003
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Michael B. Johnson C.P.A. Telephone: (303) 796-0099
Member: A.I.C.P.A. Fax: (303) 796-0137
Colorado Society of C.P.A.s
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Global Assets and Services, Inc.
Tampa, FL
We have reviewed the accompanying balance sheet of Global Assets and Services,
Inc. for June 30, 2003 and the related statement of operations for the three and
six-months ended June 30, 2003 and 2002 and the period May 25, 1988 (inception)
to June 30, 2003, and cash flows for the six-months ended June 30, 2003 and
2002, and May 25, 1988 (inception) to June 30, 2003, included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
June 30, 2003. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2002, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated March 17, 2003,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of June
30, 2003 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
Michael Johnson & Co., LLC
Denver, CO
August 5, 2003
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
(Restated)
June 30, December 31,
2003 2002
------------------ ------------------
ASSETS:
Current assets:
Cash $ 5,321 $ 1,365
------------------ ------------------
Total current assets 5,321 1,365
------------------ ------------------
TOTAL ASSETS $ 5,321 $ 1,365
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 16,870 $ 7,869
Notes Payable - Shareholder 16,500 -
------------------ ------------------
Total Current Liabilities 33,370 7,869
------------------ ------------------
Stockholders' Equity:
Common Stock, $0.001 Par Value, 100,000,000 shares 31,497 24,192
authorized, 31,497,767 shares issued and outstanding
in 2003, 24,192,767 shares outstanding in 2002
Additional Paid-In Capital 3,004,653 2,320,958
Deficit accumulated during the development stage (3,064,199) (2,351,654)
------------------ ------------------
Total Stockholders' Deficit (28,049) (6,504)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,321 $ 1,365
================== ==================
See Accountants Review Report
GLOBAL ASSETS AND SERVICE, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
May 25, 1988
Three-Months Ended Six-Months Ended (Inception) to
June 30, June 30, June 30,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Revenue
Revenue $ - $ - $ - $ - $ 846,545
(Less) Cost of Sales - - (336,524)
---------- ---------- ---------- ---------- -----------
Total Income - - - - 510,021
---------- ---------- ---------- ---------- -----------
Operating Expenses
Doubtful Accounts - - - - 34,469
Consultant Fees 10,000 15,046 268,299 15,046 1,699,811
Legal & Accounting 500 10,000 2,500 10,000 99,583
Advertising - - - - 14,542
Directors and Officers Fees 180,000 - 435,000 - 1,409,500
Interest Expense - - - - 8,577
Telephone 423 - 1,130 - 28,946
Travel - - - - 7,500
Rent 2,873 4,314 2,873 7,208 49,969
Business Expenses 1,859 1,975 2,743 5,048 225,344
---------- ---------- ---------- ---------- -----------
Total Expenses 195,655 31,335 712,545 37,302 3,578,241
---------- ---------- ---------- ---------- -----------
Net Loss From Operations (195,655) (31,335) (712,545) (37,302) (3,068,220)
---------- ---------- ---------- ---------- -----------
Other Income
Interest Income - - - - 4,021
---------- ---------- ---------- ---------- -----------
Net Loss $ (195,655) $ (31,335) $(712,545) $ (37,302) $(3,064,199)
========== ========== ========== ========== ===========
Per Share Information:
Weighted average number of
common shares outstanding 29,292,767 24,192,767 29,292,767 24,192,767
---------- ---------- ---------- -----------
Net Loss per Common Share * * * *
========== ========== ========== ===========
* Less than $.01
See Accountants Review Report
GLOBAL ASSETS AND SERVICES,INC.
(A Devleopment Stage Company)
Statement of Stockholders' Equity (Deficit)
June 30, 2003
(Unaudited)
(Restated Statement)
Deficit
Accumulated
Additonal During the
Preferred Stock Common Stock Paid-In Development
# of Shares Amount # of Shares Amount Capital Stage Totals
----------- ------ ----------- ------ ------- ----- ------
Balance December 31, 1995 - $ - 3,575,268 $ 3,575 $ 87,810 $ (132,399) $ (41,014)
Issuance for Merger 693,221 55,556,100 66,533 67 (67) - 55,556,100
Reverse Merger (486,754) (48,675,400) - - - - (48,675,400)
Deduction other assets - (6,763,122) - - - (6,763,122)
Net Loss for Year - - - - - (72,473) (72,473)
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 1996 206,467 117,578 3,641,801 3,642 87,743 (204,872) 4,091
-------- ----------- --------- ------- ---------- ---------- -----------
Preferred Stock to
Common Stock (206,467) (117,578) 755,966 755 116,823 - -
Net Loss for year - - - - - (4,091) (4,091)
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 1997 - - 4,397,767 4,397 204,566 (208,963) -
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 1998 - - 4,397,767 4,397 204,566 (208,963) -
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 1999 - - 4,397,767 4,397 204,566 (208,963) -
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 2000 - - 4,397,767 4,397 204,566 (208,963) -
-------- ----------- --------- ------- ---------- ---------- -----------
Issuance of stock for
services 12/11 - - 3,400,000 3,400 - - 3,400
Loss for year - - - - - (39,462) (39,462)
-------- ----------- --------- ------- ---------- ---------- -----------
Balance - December 31, 2001 - - 7,797,767 7,797 204,566 (248,425) (36,062)
-------- ----------- --------- ------- ---------- ---------- -----------
Issuance of stock for
cash 3/28 - - 20,000 20 1,980 - 2,000
Issuance of stock for
services 3/28 - - 6,800,000 6,800 673,200 - 680,000
Issuance of stock for
services 4/2 - - 1,000,000 1,000 99,000 - 100,000
Issuance of stock for
services 6/18 - - 500,000 500 49,500 - 50,000
Issuance of stock for
services 7/12 - - 710,000 710 70,327 - 71,037
Issuance of stock for
Asset Acquisition 8/12 - - 1,750,000 1,750 645,500 - 647,250
Issuance of stock for
services 8/12 - - 590,000 590 58,410 - 59,000
Issuance of stock for
cash 9/18 - - 80,000 80 19,920 - 20,000
Issuance of stock for
services 10/15 - - 4,945,000 4,945 489,555 - 494,500
Loss for year - - - - - (2,103,229) (2,103,229)
-------- ----------- ---------- ------- ---------- ---------- -----------
Balance - December 31, 2002 - - 24,192,767 24,192 2,311,958 (2,351,654) (15,504)
-------- ----------- ---------- ------- ---------- ---------- -----------
Issuance of stock for
services 1/15 - - 2,775,000 2,775 252,225 - 255,000
Issuance of stock for
services 3/11 - - 2,630,000 2,630 252,370 - 255,000
Issuance of stock for
services 4/20 - - 100,000 100 9,900 - 10,000
Issuance of stock for
services 5/28 - - 1,800,000 1,800 178,200 - 180,000
Loss for period - - - - - (712,545) (712,545)
-------- ----------- ---------- ------- ---------- ----------- -----------
Balance - March 31, 2003 - $ - 31,497,767 $31,497 $3,004,653 $(3,064,199) $ (28,049)
======== =========== ========== ======= ========== =========== ===========
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
May 25, 1988
Six-Months Ended (Inception) to
June 30, June 30,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $ (712,545) $ (37,302) $ (3,064,199)
Issuance of stock for services 700,000 4,900 2,152,837
Increase in accounts payable 1 24,875 16,870
---------- --------- ------------
Net Cash Flows Used by Operating Activities (12,544) (7,527) (894,492)
---------- --------- ------------
Cash Flows from Financing Activities:
Proceeds from notes - Shareholders 16,500 - 16,500
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - 8,000 227,063
---------- --------- ------------
Net Cash Flows Provided by Financing Activities 16,500 8,000 899,813
---------- --------- ------------
Net Increase (Decrease) in Cash 3,956 473 5,321
---------- --------- ------------
Cash and cash equivalents - Beginning of period 1,365 100 -
---------- --------- ------------
Cash and cash equivalents - End of period $ 5,321 $ 573 $ 5,321
========== ========= ============
Supplemental Disclosure of Cash Flow Information
Cash paid for Interest $ - $ - $ -
========== ========= ============
Cash paid for Income Taxes $ - $ - $ -
========== ========= ============
Non-Cash Transactions
Common stock issued in exchange for services $700,000 $ - $2,152,837
========== =========
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(RESTATED)
Notes to Financial Statements
June 30, 2003
(Unaudited)
Note 1 - Presentation of Interim Information:
In the opinion of the management of Global Assets and Services, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of June 30,
2003 and the results of operations for the three and six-months ended June 30,
2003 and 2002, and the related cash flows for the six-months ended June 30, 2003
and 2002. Interim results are not necessarily indicative of results for a full
year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2002.
Note 2 - Going Concern:
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
Note 3 - Restatement of Financials
These financial statements have been restated to show the additional shares of
common stock which were issued by the Board, however, the amended minutes were
not received by the audit firm.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED JUNE 30, 2003
- -----------------------------------------------------------------
The company had no revenues in the quarter. The Company incurred expenses and
general and administrative costs for the six month period in 2003 of $195,655
compared to $31,355 in 2002. There were no revenues for the period in 2003 or
2002. The Company recorded net loss in the period in 2003 of ($195,655) and loss
of($31,355) in 2002. The net loss per share was nominal in the period in 2003
and in 2002. The largest components of the operating expenses in 2003 in the
quarter were $10,000 in consultant fees and $180,000 in directors and officers
fees. In the quarter in 2002 the Company incurred $10,000 in legal and
accounting, $2,894 in rent and $3,073 in other expenses.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003
------------------------------------------------------------
The company had no revenues in the six month period. The company incurred a
total of $712,545 in expenses in the period in 2003 compared to $37,302 in the
same period in 2002. The significant increase in expenses occurred in 2003 due
to the issuance of $268,299 in stock for consulting fees and the issuance of
$435,000 in stock for officers and directors fees. In 2002, in the period,
$15,046 was incurred for consulting and no expense was incurred for officer
and director fees. The company incurred a loss of ($712,545) in the period in
2003 compared to a loss of ($37,302) in the period in 2002. The net loss per
share was ($.02) for the period in 2003 compared to less than ($.01)
per share for the period in 2002.
The company expects the trend of losses to continue until it can generate
revenues.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $5,321 cash capital at the end of the period, which is
insufficient for any significant operations. The Company will need to either
borrow or make private placements of stock in order to fund operations. No
assurance exists as to the ability to achieve loans, or make private placements
of stock. The Company is seeking capital sources for investment, there is no
assurance that sources can be found.
The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no significant capital
resources now and has stockholder's deficit of ($28,000)approximately at June
30, 2003. The Company has no current assets and no other assets at June 30,
2003.
The Company is unable to carry out any plan of business without funding. The
Company cannot predict to what extent its current lack of liquidity and capital
resources will impair the consummation of a business combination or whether it
will incur further operating losses through any business entity which the
Company may eventually acquire. There is no assurance that the Company can
continue as a going concern without substantial funding, for which there is no
source.
The Company estimates it will require $25,000 to $30,000 to cover legal,
accounting, transfer and miscellaneous costs of being a reporting company in the
next fiscal year. The Company will have a cash shortfall for current annual
reporting costs of at least $25,000 to $30,000, for which it has no source
except shareholder loans or contributions, none of which have been committed.
The Company has no cash for any operations. It will have to make private
placements of stock, for which it has no sources, or obtain loans from
shareholders, to have any cash for even limited operations. There are no
committed loan sources at this time.
EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS
----------------------------------------------
Management of the Company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date. There were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the most recent evaluation of such, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934. The Company will have to seek loans or
equity placements to cover such cash needs. There is no assurance, however, that
without funds it will ultimately allow registrant to carry out any business. The
Company's needs for additional financing are likely to increase substantially.
The Company will need to raise additional funds to conduct any business
activities in the next twelve months.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses as they may
be incurred. As of the date of this report management does not have any plan for
raising additional capital, and does not know if or when it can or will develop
a plan.
Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company will compensate providers of
services by issuances of stock in lieu of cash.
The Company has no plans for any research and development in the next twelve
months. The Company has no plans at this time for purchases or sales of fixed
assets which would occur in the next twelve months.
The Company has no expectation or anticipation of significant changes in number
of employees in the next twelve months.
The Company's auditor has issued a "going concern" qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company has no business, no
capital, debt in excess of $33,370, all of which is current, no cash, no assets,
except intangible licenses which are illiquid and no capital commitments. The
effects of such conditions could easily be to cause the Company's bankruptcy.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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None
ITEM 2. CHANGES IN SECURITIES
- ------- ---------------------
In the quarter, the Company issued 1,900,000 common shares for
consulting and officer and director fees. Such shares were valued at $188,100
upon issuance , even though such shares are restricted. The company relied upon
Section 4(2) of the Secruities Act of 1933 for the exemption from Registration.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
- ------- ------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
None
GLOBAL ASSETS & SERVICES, INC.
(A Development Stage Company)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLOBAL ASSETS & SERVICES, INC.
Date: August 9, 2004 /s/ Bertram Cutler
-----------------------------------
Bertram Cutler, President