SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
- ------------------ ----------------------
0-30145
March 31, 2003 33-41063-A
GLOBAL ASSETS & SERVICES, INC.
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(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
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(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.
7,817,767 as of March 31, 2003
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 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 March 31, 2003 and the related statement of operations and cash flows
for the three-months ended March 31, 2003 and 2002, and May 25, 1988 (inception)
to March 31, 2003, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended March 31, 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 March
31, 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
May 20, 2003
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
March 31, December 31,
2003 2002
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ASSETS:
Current assets:
Cash $ 4,475 $ 1,365
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Total current assets 4,475 1,365
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TOTAL ASSETS $ 4,475 $ 1,365
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 16,869 $ 7,869
Notes Payable - Shareholder 10,000 -
------------------ ------------------
Total Current Liabilities 26,869 7,869
------------------ ------------------
Stockholders' Equity:
Common Stock, $0.01 Par Value, 100,000,000 shares 29,292 24,192
authorized, 29,392,767 shares issued and outstanding
in 2003, 24,192,767 shares outstanding in 2002 2,816,858 2,320,958
Additional Paid-In Capital (2,868,544) (2,351,654)
------------------ ------------------
Deficit accumulated during the development stage
(22,394) (6,504)
------------------ ------------------
Total Stockholders' Deficit
$ 4,475 $ 1,365
================== ==================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(Development Stage Company)
Statements of Operations
(Unaudited)
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
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 258,299 - 1,689,811
Legal & Accounting 2,000 10,000 99,083
Advertising - - 14,542
Directors and Officers Fees 255,000 - 1,229,500
Interest Expense - - 8,577
Telephone 707 - 28,523
Travel - - 7,500
Rent - 2,894 47,096
Other General Expenses 884 3,073 223,485
--------- --------- ------------
Total Expenses 516,890 15,967 3,382,586
--------- --------- ------------
Net Loss From Operations (516,890) (15,967) (2,872,565)
--------- --------- ------------
Other Income
Interest Income - - 4,021
--------- --------- ------------
Net Loss $(516,890) $ (15,967) $ (2,868,544)
========= ========= ============
Per Share Information:
Weighted average number of
common shares outstanding 24,192,767 7,797,767
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Net Loss per Common Share * *
========== =========
* Less than $.01
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(Development Stage Company)
Statement of Stockholders' Equity (Deficit)
March 31, 2003
(Unaudited)
Accumulated
Additional 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 - - 2,550,000 2,550 252,450 - 255,000
Issuance of stock for licenses 3/11 - - 2,550,000 2,550 252,450 - 255,000
Loss for period - - - - - (516,890) (516,890)
-------- ----------- ---------- -------- ---------- ----------- ---------
Balance - March 31, 2003 - $ - 29,292,767 $ 29,292 $2,816,858 $(2,868,544) $ (22,394)
======== =========== ========== ======== ========== =========== ==========
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $ (516,890) $(15,967) $ (2,868,544)
Issuance of stock for services 504,900 - 1,962,837
Increase in notes payable - shareholder 10,000 - 10,000
Increase in accounts payable 6,465 10,000 16,869
---------- -------- ------------
Net Cash Flows Used by Operating Activities 4,475 (5,967) (878,838)
---------- -------- ------------
Cash Flows from Financing Activities:
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - 8,000 227,063
---------- -------- ------------
Net Cash Flows Provided by Financing Activities - 8,000 883,313
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Net Increase (Decrease) in Cash 4,475 2,033 4,475
---------- -------- ------------
Cash and cash equivalents - Beginning of period - 100 -
---------- -------- ------------
Cash and cash equivalents - End of period $ 4,475 $ 2,133 $ 4,475
========== ======== ============
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 $504,900 $ - $1,962,837
========== ======== ============
See Accountants Review Report
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 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 March 31,
2003 and the results of operations and cash flows for the three-months ended
March 31, 2003 and 2002, and May 25, 1988 (inception) to March 31, 2003. 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
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RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED MARCH 31, 2003
- -----------------------------------------------------------------
The Company incurred expenses and general and administrative costs for the three
month period in 2003 of $516,890 compared to $15,967 in 2002. There were no
revenues for the period in 2003 or 2002. The Company recorded net loss in the
period in 2003 of ($516,890) and loss of($15,967) 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 $258,299 in consultant fees,
$255,000 in directors and officers fees, and 42,000 in accounting costs. In the
quarter in 2002 the Company incurred $10,000 in legal and accounting, $2,894 in
rent and $3,073 in other expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company had minimal 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.
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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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None
ITEM 2. CHANGES IN SECURITIES
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In the quarter, the Company issued common shares for services
rendered, and 2,550,000 common shares for the EPONS product license.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
- ------- ------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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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: May 23, 2003 /s/ Bertram Cutler
-----------------------------------
Bertram Cutler, President
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
I, Bertram Cutler, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Global Assets
& Services, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 23, 2003
/s/Bertram Cutler
-----------------------
Bertram Cutler, President