UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
| For the quarterly period ended: September 30, 2003 |
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| For the transition period from to |
Commission file number: 0-50155
GLOBAL BROADCAST GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 02-0563302 | |
| State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
5770 Roosevelt Boulevard, Suite 510, Clearwater, Florida 33760
(Address of Principal Executive Office)
(727) 533-8300
(Registrant’s telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
As of November 7, 2003, the Company had 12,317,871 issued and outstanding shares of common stock.
Transitional Small Business Disclosure Format: Yes ¨ No x
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
FINANCIAL REPORTS
AT
SEPTEMBER 30, 2003
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
TABLE OF CONTENTS
| Independent Accountants’ Report |
||
| Balance Sheets at September 30, 2003 (Unaudited) and December 31, 2002 |
2 | |
| 3-4 | ||
| 5 | ||
| Statements of Operations for the Nine Months Ended September 30, 2003 and 2002 (Unaudited) |
6 | |
| 7-8 | ||
| 9-10 | ||
INDEX
| Page | ||||
| Part I – Financial Information: |
||||
| Item 1. Financial Statements |
||||
| Item 2. Management’s Discussion And Analysis | 11 | |||
| Item 3. Controls And Procedures | 13 | |||
| Part II – Other Information: |
||||
| 14 | ||||
| Item 2. Changes In Securities | 14 | |||
| Item 3. Defaults Upon Senior Securities | 14 | |||
| Item 4. Submission of Matters to a Vote of Security Holders | 14 | |||
| Item 5. Other Information | 14 | |||
| Item 6. Exhibits And Reports On Form 8-K | 14 | |||
| 15 | ||||
FORWARD LOOKING STATEMENTS
When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project” or “intend” and similar expressions identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E Securities Exchange Act of 1934 regarding events, conditions and financial trends that may effect our future plan of operation, business strategy, operating results and financial position. Current stockholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are described under the headings “Business-Certain Considerations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and their associated notes.
Important factors that may cause actual results to differ from projections include, for example:
| • | the success or failure of management’s efforts to implement their business strategy; |
| • | our ability to protect our intellectual property rights; |
| • | our ability to compete with major established companies; |
| • | our ability to attract and retain qualified employees; and |
| • | other risks which may be described in future filings with the SEC. |
INDEPENDENT ACCOUNTANTS’ REPORT
To the Board of Directors and Stockholders
Global Broadcast Group, Inc.
(A Development Stage Company)
(A Delaware Corporation)
Clearwater, Florida
We have reviewed the accompanying balance sheet of Global Broadcast Group, Inc. as of September 30, 2003, the related statements of operations for the three and nine months ended September 30, 2003 and 2002 and for the period from date of inception (October 31, 2000) through September 30, 2003, and the statements of changes in stockholder’s equity (deficit) and cash flows for the nine months ended September 30, 2003 and 2002 and for the period from date of inception (October 31, 2000) through September 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 of 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 of America, 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 not aware of any material modifications that should be made to such financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company has incurred losses that have resulted in an accumulated deficit. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding this matter are also described in Note D. The financial statements do not include any adjustments that result from the outcome of this uncertainty.
| /s/ Rotenberg & Co., LLP |
| Rotenberg & Co., LLP Rochester, New York |
October 23, 2003
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
| (Unaudited) September 30, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and Cash Equivalents |
$ | 172 | $ | 1,462 | ||||
| Accounts Receivable |
— | 1,160 | ||||||
| Total Assets |
$ | 172 | $ | 2,622 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
| Current Liabilities |
||||||||
| Accounts Payable |
$ | 57,970 | $ | 27,030 | ||||
| Accrued Interest Payable |
61 | 4,000 | ||||||
| Accrued Payroll |
37,104 | — | ||||||
| Convertible Note Payable |
7,000 | — | ||||||
| Notes Payable |
— | 150,000 | ||||||
| Due to Stockholders |
62,319 | — | ||||||
| Total Liabilities |
164,454 | 181,030 | ||||||
| Stockholders’ Deficit |
||||||||
| Common Stock – $.001 Par Value; 50,000,000 Shares Authorized; 12,317,871 and 11,497,871 Shares Issued and Outstanding, Respectively |
12,318 | 11,498 | ||||||
| Additional Paid-in Capital |
652,612 | 438,182 | ||||||
| Deficit Accumulated During Development Stage |
(829,212 | ) | (628,088 | ) | ||||
| Total Stockholders’ Deficit |
(164,282 | ) | (178,408 | ) | ||||
| Total Liabilities and Stockholders’ Deficit |
$ | 172 | $ | 2,622 | ||||
The accompanying notes are an integral part of these financial statements.
-2-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Number of Shares |
Common Stock ($0.001 Par Value) |
Additional Paid-In Capital |
Deficit Accumulated During Development Stage |
Total Equity (Deficit) |
|||||||||||||||
| Balance – October 31, 2000 |
— | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Common Stock Issued in Exchange for Services and Expenses Paid by Shareholders (Galli) |
11,553,100 | 11,553 | 202 | — | 11,755 | ||||||||||||||
| Common Stock Issued in Exchange for Services and Expenses Paid by Shareholders (City View) |
3,425,000 | (1) | 3,425 | — | — | 3,425 | |||||||||||||
| Common Shares Issued for Cash – Private Placement |
862,500 | (1) | 863 | 286,637 | — | 287,500 | |||||||||||||
| Capital Contribution – Shareholder |
— | — | 100,000 | — | 100,000 | ||||||||||||||
| Net Loss for the Period |
— | — | — | (297,116 | ) | (297,116 | ) | ||||||||||||
| Balance – December 31, 2001 |
15,840,600 | 15,841 | 386,839 | (297,116 | ) | 105,564 | |||||||||||||
| Common Shares Issued for Cash – Private Placement |
66,000 | 66 | 21,934 | — | 22,000 | ||||||||||||||
| Common Shares Issued for Cash – Private Placement |
267,500 | 267 | 64,733 | — | 65,000 | ||||||||||||||
| Shares Repurchased |
(5,416,229 | ) | (5,416 | ) | (144,584 | ) | — | (150,000 | ) | ||||||||||
| Capital Contribution – Shareholder |
— | — | 50,000 | — | 50,000 | ||||||||||||||
| Net Loss for the Period (Unaudited) |
— | — | — | (234,306 | ) | (234,306 | ) | ||||||||||||
| Balance – September 30, 2002 (Unaudited) |
10,757,871 | $ | 10,758 | $ | 378,922 | $ | (531,422 | ) | $ | (141,742 | ) | ||||||||
| (1) Shares issued and outstanding have been adjusted to reflect the Plan of Merger effected on March 1, 2002. |
– continued – |
The accompanying notes are an integral part of these financial statements.
-3-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) – continued
| Number of Shares |
Common Stock ($0.001 Par Value) |
Additional Paid-In Capital |
Deficit Accumulated During Development Stage |
Total Stockholders’ Equity (Deficit) |
||||||||||||
| Balance – September 30, 2002 (Unaudited) |
10,757,871 | $ | 10,758 | $ | 378,922 | $ | (531,422 | ) | $ | (141,742 | ) | |||||
| Shares Issued for Services Rendered |
640,000 | 640 | 5,360 | — | 6,000 | |||||||||||
| Shares Issued to Directors for Services Rendered |
100,000 | 100 | 3,900 | — | 4,000 | |||||||||||
| Capital Contribution – Shareholder |
— | — | 50,000 | — | 50,000 | |||||||||||
| Net Loss for the Period (Unaudited) |
— | — | — | (96,666 | ) | (96,666 | ) | |||||||||
| Balance – December 31, 2002 |
11,497,871 | 11,498 | 438,182 | (628,088 | ) | (178,408 | ) | |||||||||
| Common Shares Issued for Cash – Private Placement (Global Broadcast) |
295,000 | 295 | 35,955 | — | 36,250 | |||||||||||
| Issuance of Stock via Conversion of Notes Payable |
450,000 | 450 | 153,550 | — | 154,000 | |||||||||||
| Shares Issued for Services Rendered |
75,000 | 75 | 24,925 | — | 25,000 | |||||||||||
| Net Loss for the Period (Unaudited) |
— | — | — | (201,124 | ) | (201,124 | ) | |||||||||
| Balance – September 30, 2003 (Unaudited) |
12,317,871 | $ | 12,318 | $ | 652,612 | $ | (829,212 | ) | $ | (164,282 | ) | |||||
The accompanying notes are an integral part of these financial statements.
-4-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF OPERATIONS (UNAUDITED)
| Period From Date of Inception Through September 30, 2003 |
Three Months Ended September 30, |
|||||||||||
| 2003 |
2002 |
|||||||||||
| Revenues |
$ | 500 | $ | — | $ | — | ||||||
| Expenses |
||||||||||||
| Commissions |
11,250 | — | 5,000 | |||||||||
| General and Administrative |
26,905 | 2,029 | 297 | |||||||||
| Insurance |
54,253 | 8,077 | 5,915 | |||||||||
| Interest |
4,061 | 61 | 1,000 | |||||||||
| Investment Banker |
35,000 | — | — | |||||||||
| Management Fees |
205,392 | 20,000 | 25,000 | |||||||||
| Marketing |
41,000 | — | — | |||||||||
| Organizational Costs |
164,853 | — | — | |||||||||
| Payroll Taxes |
8,539 | 957 | 589 | |||||||||
| Production Equipment |
24,257 | — | — | |||||||||
| Professional Fees |
85,907 | 585 | 3,448 | |||||||||
| Rent |
11,511 | 1,371 | 1,371 | |||||||||
| Salaries |
111,095 | 12,501 | 8,482 | |||||||||
| Telephone |
14,527 | 1,152 | 2,168 | |||||||||
| Transfer Agent Fees |
4,265 | 390 | 385 | |||||||||
| Travel |
26,897 | 1,801 | 816 | |||||||||
| Total Expenses |
829,712 | 48,924 | 54,471 | |||||||||
| Loss Before Provision for Taxes |
(829,212 | ) | (48,924 | ) | (54,471 | ) | ||||||
| Provision for Taxes |
— | — | — | |||||||||
| Net Loss for the Period |
$ | (829,212 | ) | $ | (48,924 | ) | $ | (54,471 | ) | |||
| Weighted Average Number of |
12,843,657 | 12,317,871 | 14,212,150 | |||||||||
| Net Loss per Common Share – Basic and Diluted |
$ | (0.06 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
The accompanying notes are an integral part of these financial statements.
-5-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF OPERATIONS (UNAUDITED)
| Nine Months Ended September 30, |
||||||||
| 2003 |
2002 |
|||||||
| Revenues |
$ | — | $ | 500 | ||||
| Expenses |
||||||||
| Commissions |
— | 9,000 | ||||||
| General and Administrative |
6,191 | 7,572 | ||||||
| Insurance |
21,123 | 17,293 | ||||||
| Interest |
61 | 1,000 | ||||||
| Investment Banker |
— | 25,000 | ||||||
| Management Fees |
56,000 | 76,392 | ||||||
| Marketing |
25,000 | 16,000 | ||||||
| Payroll Taxes |
2,637 | 2,241 | ||||||
| Production Equipment |
— | 18,767 | ||||||
| Professional Fees |
30,530 | 13,983 | ||||||
| Rent |
4,113 | 4,113 | ||||||
| Salaries |
34,467 | 29,448 | ||||||
| Telephone |
4,451 | 6,012 | ||||||
| Transfer Agent Fees |
1,880 | 1,885 | ||||||
| Travel |
14,671 | 6,100 | ||||||
| Total Expenses |
201,124 | 234,806 | ||||||
| Loss Before Provision for Taxes |
(201,124 | ) | (234,306 | ) | ||||
| Provision for Taxes |
— | — | ||||||
| Net Loss for the Period |
$ | (201,124 | ) | $ | (234,306 | ) | ||
| Weighted Average Number of |
12,201,269 | 15,331,735 | ||||||
| Net Loss per Common Share – Basic and Diluted |
$ | (0.02 | ) | $ | (0.02 | ) | ||
The accompanying notes are an integral part of these financial statements.
-6-
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF CASH FLOWS (UNAUDITED)
| Period From September 30, 2003 |
Nine Months Ended September 30, |
|||||||||||
| 2003 |
2002 |
|||||||||||
| Cash Flows from Operating Activities |
||||||||||||
| Net Loss for the Period |
$ | (829,212 | ) | $ | (201,124 | ) | $ | (234,306 | ) | |||
| Non-Cash Adjustments |
||||||||||||
| Organizational Costs Paid by Shareholders |
14,853 | — | — | |||||||||
| Franchise Taxes and Filing Fees Paid by Shareholders |
202 | — | — | |||||||||
| Contributed Services by Shareholders |
125 | — | — | |||||||||
| Common Stock Issued for Services Rendered |
35,000 | 25,000 | — | |||||||||
| Common Stock Issued for Accrued Interest Payable |
4,000 | 4,000 | — | |||||||||
| Changes in Assets and Liabilities |
||||||||||||
| Accounts Receivable |
— | 1,160 | — | |||||||||
| Accounts Payable |
57,970 | 30,940 | (135,107 | ) | ||||||||
| Accrued Interest Payable |
61 | (3,939 | ) | 1,000 | ||||||||
| Accrued Payroll |
37,104 | 37,104 | — | |||||||||
| Due to Stockholders |
62,319 | 62,319 | — | |||||||||
| Net Cash Flows from Operating Activities |
(617,578 | ) | (44,540 | ) | (368,413 | ) | ||||||
| Cash Flows from Investing Activities |
— | — | — | |||||||||
| Cash Flows from Financing Activities |
||||||||||||
| Contribution by Shareholder |
200,000 | — | 50,000 | |||||||||
| Proceeds from the Issuance of Convertible Note Payable |
7,000 | 7,000 | — | |||||||||
| Proceeds from the Issuance of Notes Payable |
150,000 | — | 150,000 | |||||||||
| Proceeds from the Issuance of Common Stock |
410,750 | 36,250 | 87,000 | |||||||||
| Common Stock Repurchased |
(150,000 | ) | — | (150,000 | ) | |||||||
| Net Cash Flows from Financing Activities |
617,750 | 43,250 | 137,000 | |||||||||
| Net Change in Cash and Cash Equivalents |
172 | (1,290 | ) | (231,413 | ) | |||||||
| Cash and Cash Equivalents – Beginning of Period |
— | 1,462 | 240,614 | |||||||||
| Cash and Cash Equivalents – End of Period |
$ | 172 | $ | 172 | $ | 9,201 | ||||||
- continued -
The accompanying notes are an integral part of these financial statements.
-7-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
STATEMENTS OF CASH FLOWS (UNAUDITED) – continued
| Period
From September 30, 2003 |
Nine Months Ended September 30, | ||||||||
| 2003 |
2002 | ||||||||
| Supplemental Disclosures |
|||||||||
| Interest Paid |
$ | — | $ | — | $ | — | |||
| Income Taxes Paid |
$ | — | $ | — | $ | — | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES |
|||||||||
| Organizational Costs Paid by Shareholders in Exchange for Common Stock |
$ | 14,853 | $ | — | $ | — | |||
| Franchise Taxes and Filing Fees Paid by Shareholder |
$ | 202 | $ | — | $ | — | |||
| Contributed Services by Shareholders |
$ | 125 | $ | — | $ | — | |||
| Issuance of Common Stock for Services Rendered |
$ | 35,000 | $ | 25,000 | $ | — | |||
| Issuance of Common Stock via Conversion of Note Payable and Accrued Interest Payable |
$ | 154,000 | $ | 154,000 | $ | — | |||
The accompanying notes are an integral part of these financial statements.
-8-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
Note A – Basis of Presentation
The condensed financial statements of Global Broadcast Group, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-SB.
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with the Company’s registration with the SEC, costs incurred to raise capital, and stock awards. Certain financial information that is not required for interim financial reporting purposes has been omitted.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation.
Note B – Convertible Note Payable
During August 2003, the Company entered into a loan agreement with a stockholder of the Company in the amount of $7,000. The note bears interest at 7% per annum and is due on demand.
At the stockholder’s option, the note is convertible into shares of the Company’s common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the Conversion Price. The Conversion Price is $0.10.
The President of the Company has personally guaranteed payment of the note, up to 50% of the original balance, until the note is paid in full.
Note C – Notes Payable
During September 2002, the Company entered into a loan agreement with a former stockholder of the Company in the amount of $150,000. The note was secured by two promissory notes and 150,000 restricted shares of the Company’s common stock. The notes bore interest at 8% per annum. The notes were due in full, together with accrued interest, in September 2003.
In January 2003, the Company issued 450,000 restricted shares of common stock in full consideration of payment of the two promissory notes and accrued interest to date of $4,000.
-9-
GLOBAL BROADCAST GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
NOTES TO FINANCIAL STATEMENTS
Note D – 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 has reported net losses of $829,212 through September 30, 2003. As a result, there is an accumulated deficit of $829,212 at September 30, 2003.
The Company’s continued existence is dependent upon its ability to raise capital or to successfully market and sell its products. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Note E – Subsequent Events
During October 2003, the Company entered into a loan agreement with a stockholder of the Company in the amount of $50,000. The note bears interest at 12% per annum and is secured by 200,000 restricted shares of the Company’s common stock. The note is due in full, together with accrued interest, on November 1, 2004.
At the stockholder’s option, the note is convertible into shares of the Company’s common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the Conversion Price at any time during the term of the note. The Conversion Price is $0.25.
During October 2003, the Company entered into a loan agreement with an unrelated third party in the amount of $150,000. The note bears interest at 12% per annum and is secured by 600,000 restricted shares of the Company’s common stock. The note is due in full, together with accrued interest, on November 15, 2004.
At the note holder’s option, the note is convertible into shares of the Company’s common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the Conversion Price at any time during the term of the note. The Conversion Price is $0.25.
10
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION |
The following discussion and analysis of GBG’s financial condition and results of its operations for the three and nine months ended September 30, 2003 should be read in conjunction with our financial statements included elsewhere herein.
When used in the following discussions, the words “believes,” “anticipates,” “intends,” “expects,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected.
Company Activities
GBG (formerly known as Galli Process, Inc.) was incorporated on October 31, 2000 under the laws of the state of Delaware. Galli Process, Inc. changed to its current name on February 7, 2002.
We are in the development stage and have developed an innovative advertising and informational platform that incorporates satellite and Internet-based technology. The platform enables advertisers and businesses to promote their products and services on television sets and electronic displays in retail stores, hotels, offices, high traffic areas and other facilities. Programming will consist of short format, full motion video such as music videos, video ads and short infomercials designed to entertain, inform and educate consumers. To date, GBG has received only limited revenues from operations.
We have reported net losses since the date of inception (October 31, 2000) through September 30, 2003 of $829,212. As a result, there is an accumulated deficit of $829,212 at September 30, 2003.
Results of Operations
Three months ended September 30, 2003 compared with three months ended September 30, 2002
Expenses for the three months ended September 30, 2003 decreased $5,000 or 10% to $49,000 from $54,000 for the three months ended September 30, 2002. The decrease is mainly due to a decrease in commissions and management fees and was offset by an increase in salaries. As we are in the development stage, we expect that our expenses will fluctuate from period to period.
Nine months ended September 30, 2003 compared with nine months ended September 30, 2002
Expenses for the nine months ended September 30, 2003 decreased $34,000 or 14% to $201,000 from $235,000 for the nine months ended September 30, 2002. The decrease is mainly due to a decrease in commissions, investment banking, management fees and production equipment offset by increases in insurance, marketing, professional fees, salaries and travel. As we are in the development stage, we expect that our expenses will fluctuate from period to period.
Liquidity and Capital Resources
As reflected in the Statement of Cash Flows for the nine months ended September 30, 2003, $45,000 of cash was used by operating activities.
Cash required during the nine months ended September 30, 2003 came from the issuance of common stock in the amount of $36,000 and the issuance of a convertible note payable in the amount of $7,000.
Due to the lack of any significant revenues, GBG has relied upon proceeds realized from the private sale of its common stock, cash contributions from shareholders and the issuance of a note payable to meet its
11
funding requirements. Funds raised by GBG have been expended primarily in connection with the costs to acquire Galli Process, Inc. and administrative costs.
During the next 12 months, GBG expects that it will spend between $200,000 and $250,000 on operating expenses. The more significant expenses are management fees, salaries, marketing, professional fees and insurance. As of September 30, 2003, GBG had cash on hand of $172. To fund operations, GBG entered into 2 loan agreements in October 2003 in the amount of $50,000 and $150,000. The notes bear interest at 12% per annum and are secured by 200,000 and 600,000 restricted shares of GBG’s common stock, respectively. The notes are due in full together with accrued interest on November 1, 2004 and November 15, 2004, respectively. The notes can be converted into shares of GBG’s common stock at the note holder’s option at any time during the term of the note. In addition to this funding, GBG plans to use its existing financial resources, the proceeds from the sale of additional common stock, as needed, and shareholder infusion of cash, as needed, to fund its operating expenses during this period. In addition, GBG anticipates organizing a private placement of its stock for $2,000,000 in capital to fund operations and begin the acquisition process. Our shareholders have committed the additional funds that may be needed during the next 12 months to fund operations if funding is not available from any other sources. There is no formal agreement for our shareholders to provide this funding.
Other than funding its operating expenses, GBG does not have any material capital commitments.
Plan of Operation
We have completed the development of our product and we have been in the process of marketing it to companies that are suppliers to our target industries as well as the companies in the industries that can best benefit from our product. We have modified our products to serve national accounts and have streamlined our entertainment package so it can be marketed to various age groups. We have ascertained that most of our potential customers want to work with a publicly trading company. We anticipate that within three months of becoming a publicly trading company, we will begin to generate revenues.
During the next twelve months we will enter into distribution agreements with a marketing company that supplies equipment and entertainment products to our target audience. We will also attempt to enter into agreements with major hotel chains embracing new technologies. We will joint venture with companies supplying TV sets and TV services to hotels and commercial establishments. We will continue to develop our capabilities in the medical field where we can deliver information via satellite and avoid the use of expensive high-speed phone lines. We will continue to explore opportunities to acquire companies that would be synergistic with our business and that would provide a positive cash flow to GBG, however, no negotiations have reached the probable stage.
The above work will not require any additional working capital as it will be performed by employees and consultants accounted for in the operating expenses described above.
Until GBG receives adequate outside financing to fund its capital commitments, its operations will be limited to those that can be effected through the proceeds from the sale of additional common stock and shareholder infusion of cash.
During this 12 month period, GBG does not anticipate hiring more than two employees.
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Application of Critical Accounting Policies
GBG’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The critical accounting policy for GBG currently is revenue recognition.
GBG recognizes revenue in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” We will recognize revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of arrangement exists; delivery has occurred; the sales price is fixed and determinable; and collectibility is reasonably assured. We will provide for the estimated costs of warranties and reduce revenue for estimated returns.
For sales related to services, GBG will recognize revenue upon the completion of the installation of all equipment necessary to provide the satellite transmission services. The fees that will be billed monthly to these customers will then be recognized on a monthly basis after the services have been provided. We will only recognize our portion of any such services that relate to a revenue sharing agreement.
For equipment sales, revenue will be recognized when the equipment is shipped to the customer.
For equipment leases, rental revenue will be recognized as earned over the term of the lease.
| ITEM 3. | CONTROLS AND PROCEDURES |
Sam Winer, the Company’s President, Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the date within 90 days prior to the filing date of this report (the “Evaluation Date”); and in his opinion the Company’s disclosure controls and procedures ensure that material information relating to the Company, including the Company’s consolidated subsidiaries, is made known to him by others within those entities, particularly during the period in which this report is being prepared, so as to allow timely decisions regarding required disclosure. To the knowledge of Mr. Winer, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the Evaluation Date. As a result, no corrective actions with regard to significant deficiencies or material weakness in the Company’s internal controls were required.
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PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
GBG is not involved in any legal proceedings or litigation, and the officers and directors are aware of no other pending litigation.
| ITEM 2. | CHANGES IN SECURITIES |
As of September 30, 2003, GBG issued no shares of its common stock offered pursuant to an exemption provided for under Rule 506 of Regulation D of the Securities Act of 1933, as amended. In addition, GBG authorized the issuance of 450,000 shares of its common stock in connection with the conversion of outstanding promissory notes. This conversion was made in reliance on Section 4(2) of the Securities Act of 1933, as amended. The 450,000 restricted shares were issued as full payment of two promissory notes in the aggregate amount of $150,000 and accrued interest to date of $4,000. In reliance on Section 4(2), GBG issued 295,000 shares of its common stock for $36,250 and 75,000 shares of common stock for services rendered.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None
| ITEM 5. | OTHER EVENTS |
None.
| ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K |
(a) Exhibits
| Exhibit Number |
Title | |
| 31 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
(b) Reports on From 8-K
There were no reports on Form 8-K filed by the registrant for the quarter ending September 30, 2003
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL BROADCAST GROUP, INC. | ||||||||
| Date: November 14, 2003 | /s/ Sam Winer | |||||||
| Sam Winer (Chief Executive Officer and Principal Financial Officer) | ||||||||
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