INTELLINETICS, INC. - Annual Report: 2007 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For transition period ___ to ____
Commission file number: 000-31671
GLOBALWISE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 87-0613716 (I.R.S. Employer Identification No.) |
2157 S. Lincoln Street, Salt Lake City, Utah (Address of principal executive offices) | 84106 (Zip Code) |
Registrant’s telephone number: 801-323-2395
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ] Yes [ ] No [X]
Indicate by check mark whether the registrant (1) 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 such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer [ ] Non-accelerated filer [ ] | Accelerated filed [ ] Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
1
The registrant did not have an active trading market for its common stock as of the end of its most recently completed second fiscal quarter; therefore, an aggregate market value of shares of voting and non-voting stock held by non-affiliates can not be determined.
The number of post-split shares outstanding of the registrant’s common stock as of March 5, 2008 was 1,139,000.
Documents incorporated by reference: None
TABLE OF CONTENTS
PART I
Item 1. Business
3
Item 2. Properties
5
Item 3. Legal Proceedings
6
Item 4. Submission of Matters to a Vote of Security Holders
6
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
6
Item 6. Selected Financial Data
7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
7
Item 8. Financial Statements and Supplementary Data
8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
19
Item 9A. Controls and Procedures
19
Item 9B. Other Information
19
PART III
Item 10. Directors, Executive Officers and Corporate Governance
19
Item 11. Executive Compensation
20
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
21
Item 13. Certain Relationships and Related Transactions, and Director Independence
22
Item 14. Principal Accountant Fees and Services
22
PART IV
Item 15. Exhibits, Financial Statement Schedules
22
Signatures
23
2
In this annual report references to “Globalwise,” “we,” “us,” and “our” refer to Globalwise Investments, Inc.
FORWARD LOOKING STATEMENTS
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
PART I
ITEM 1. BUSINESS
Historical Development
Globalwise Investments, Inc. was incorporated in the state of Utah on October 3, 1997, to engage in the confectionary vending machine business. On July 12, 2000, Globalwise Investments, Inc. was incorporated in the state of Nevada and on July 21, 2000, Globalwise-Utah merged with Globalwise-Nevada for the sole purpose of changing our domicile from the state of Utah to the state of Nevada.
Our Business
Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity. Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise. We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity. In May 2007 we attempted to negotiate an acquisition of a private operating company, but we were unable to close that transaction. As of the date of this filing we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger.
Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the expensive legal and accounting fees and the length of time associated with the registration process of “going public.” However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of Globalwise Investments.
Our search for a business opportunity will not be limited to any particular geographical area or industry and includes both U.S. and international companies. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors. Our management believes that companies who desire a public market to enhance liquidity for current stockholders, or plan to acquire additional assets through issuance of securities rather than for cash, will be potential merger or acquisition candidates.
The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgement. Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without consent, vote, or approval of our stockholders. We cannot assure you that we will be able to identify and merge with or acquire any business opportunity which will ultimately prove to be beneficial to us and our stockholders. Should a merger or acquisition prove unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may abandon our search and we may become dormant or be dissolved.
3
It is possible that the range of business opportunities that might be available for consideration by us could be limited by the fact that our common stock is not listed on any market. We cannot assure you that a market will develop or that a stockholder will be able to liquidate his/her/its investments without considerable delay, if at all. If a market develops, our shares will likely be subject to the rules of the Penny Stock Suitability Reform Act of 1990. The liquidity of penny stock is affected by specific disclosure procedures required by this Act to be followed by all broker-dealers, including but not limited to, determining the suitability of the stock for a particular customer, and obtaining a written agreement from the customer to purchase the stock. This rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell our securities in any market.
Investigation and Selection of Business Opportunities
We anticipate that business opportunities will come to our attention from various sources, including our officers and directors, our stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, investment banking firms, venture capitalists, members of the financial community and others who may present unsolicited proposals. Management expects that prior personal and business relationships may lead to contacts with these various sources.
Our management will analyze the business opportunities; however, none of our management are professional business analysts. (See Part III, Item 10, below.) Our management has had limited experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering. Management may rely on promoters or their affiliates, principal stockholders or associates to assist in the investigation and selection of business opportunities.
Certain conflicts of interest exist or may develop between us and our officers and directors. Our management has other business interests to which they currently devote attention, which include their primary employment. They also hold management positions with other development stage companies seeking business opportunities. Our management may be expected to continue to devote their attention to these other business interests although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgement in a manner which is consistent with their fiduciary duties to us.
A decision to participate in a specific business opportunity may be made upon our management’s analysis of:
$
the quality of the business opportunity’s management and personnel,
$
the anticipated acceptability of its new products or marketing concept,
$
the merit of its technological changes,
$
the perceived benefit that it will derive from becoming a publicly held entity, and
$
numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.
No one factor described above will be controlling in the selection of a business opportunity. Management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potential business opportunities may occur in many different industries and at various stages of development. Thus, the task of comparative investigation and analysis of such business opportunities will be extremely difficult and complex. Potential investors must recognize that because of our limited capital available for investigation and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.
In many instances, we anticipate that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to substantially shift marketing approaches, significantly expand operations, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for, the implementation of required changes.
4
Form of Acquisition
We cannot predict the manner in which we may participate in a business opportunity. Specific business opportunities will be reviewed as well as our needs and desires and those of the promoters of the opportunity. The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative negotiating strength. Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or other forms of organization. We may be required to merge, consolidate or reorganize with other corporations or forms of business organizations. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a merger or reorganization transaction. As part of such a transaction, our existing directors may resign and new directors may be appointed without any vote by our stockholders.
We likely will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that issuance of additional shares also may be done simultaneously with a sale or transfer of shares representing a controlling interest by current principal stockholders.
In the event we merge or acquire a business opportunity, the successor company will be subject to our reporting obligations. This is commonly referred to as a “back door registration.” A back door registration occurs when a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, acquisition of assets or otherwise. This type of event requires the successor company to file a current report with the SEC which provides the same kind of information about the company to be acquired that would appear in a registration statement, including audited and pro forma financial statements. Accordingly, we may incur additional expense to conduct due diligence and present the required information for the business opportunity in any report. Also, the SEC may elect to conduct a full review of the successor company and may issue substantive comments on the sufficiency of disclosure related to the company to be acquired.
Competition
We expect to encounter substantial competition in our effort to locate attractive business opportunities. Business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals will be our primary competition. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will be in a better position than we are to obtain access to attractive business opportunities. We also will experience competition from other public development stage companies, many of which may have more funds available for such transactions.
Employees
We currently have no employees. Our management expects to confer with consultants, attorneys and accountants as necessary. We do not anticipate a need to engage any full-time employees so long as we are seeking and evaluating business opportunities. We will determine the need for employees based upon a specific business opportunity, if any.
ITEM 2. PROPERTIES
We do not currently own or lease any property. Until we pursue a viable business opportunity and recognize income we will not seek office space.
5
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the date of this filing.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We have not submitted a matter to a vote of our shareholders during the fourth quarter of the 2007 fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed on the OTC Bulletin Board and trades under the symbol “GWIV.” On February 15, 2008, we effected a 2-for-1 forward split of our outstanding common stock and our outstanding pre-split common shares of 569,500 outstanding on February 15, 2008 were forward split to 1,139,000 shares of common stock.
We have had little market activity in our common stock during the past two years. The following table presents the range of the high and low bid prices of our stock as reported by the OTC Bulletin Board. These quotations represent prices between dealers and may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.
| 2007 |
| 2006 | ||
Fiscal Quarter Ended | High | Low |
| High | Low |
March 31 June 30 September 30 December 31 | $ 0.55 0.60 0.60 0.56 | $ 0.52 0.55 0.55 0.56 |
| $ 0.52 0.52 0.52 0.52 | $ 0.51 0.52 0.52 0.00 |
Holders
As of March 5, 2008, we had approximately 32 stockholders of record.
Dividends
The 2-for-1 forward split effected in February 2008 was completed as a dividend and new certificates for the additional shares were mailed to stockholders on or about February 15, 2008. However, we do not anticipate paying dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
On December 20, 2007, we issued an aggregate of 50,000 (100,000 post-split) shares of common stock in settlement of an $8,000 debt. We issued 25,000 (50,000 post-split) shares to Seaport Management Group and 25,000 (50,000 post-split) shares to Niki Group. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.
Issuer Purchase of Securities
None.
6
ITEM 6. SELECTED FINANCIAL DATA
| Year ended December 31 | |
| 2007 | 2006 |
SUMMARY OF BALANCE SHEET |
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Cash and cash equivalents | $ 2,633 | $ 2,757 |
Total assets | 2,633 | 2,757 |
Total liabilities | 51,595 | 49,595 |
Accumulated deficit | (85,306) | (75,182) |
Total stockholders deficit | $ (48,962) | $ (46,838) |
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SUMMARY OF OPERATING RESULTS |
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Revenues | $ – | $ – |
Total operating expenses | 10,124 | 9,044 |
Income taxes | – | – |
Net loss | $ (10,124) | $ (9,044) |
Net loss per share | $ (0.02) | $ (0.01) |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Plan of Operation
We are a development stage company and have had recurring operating losses for the past two fiscal years. Our independent auditors have expressed doubt that we can continue as a going concern unless we obtain financing to continue operations. At December 31, 2007, we had $2,633 in cash and total liabilities of $51,595 and we cannot satisfy our cash requirements for our operations. We will need to raise additional capital during the next twelve months to fund our operations and we will likely rely on management or shareholders to pay for costs on our behalf. These parties have not entered into written agreements guaranteeing funds and, therefore, these parties are not obligated to provide funds in the future. We may pay for these advances by converting the debt into common stock.
Our plan for the next twelve months is to search for a business opportunity and, if feasible, acquire an interest in a business opportunity. If we obtain a business opportunity, then it may be necessary to raise additional capital. We likely will sell our common stock to raise this additional capital. We anticipate that we will issue such stock pursuant to exemptions from registration provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to registration. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our shareholders may experience dilution in the value per share of their common stock.
Provided we do not acquire or merge with an operating business, during the next twelve months we do not anticipate that we will conduct product research and development, nor do we expect to purchase or sell a plant or equipment, or intend to hire employees.
7
Off-Balance Sheet Arrangements
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Globalwise Investments, Inc.
(A Development Stage Company)
Financial Statements
December 31, 2007 and 2006
CONTENTS
Report of Independent Registered Public Accounting Firm
9
Balance Sheets
10
Statements of Operations
11
Statements of Stockholders’ Equity
12
Statements of Cash Flows
13
Notes to the Financial Statements
14
8
Chisholm Bierwolf & Nilson, LLC Certified Public Accountants | Todd D. Chisholm, Audit Partner Nephi J. Bierwolf, Tax Partner Troy F. Nilson, Audit Partner |
533 West 2600 South, Suite 25 • Bountiful, Utah 84010 • Phone: (801) 292-8756 • Fax: (801) 292-8809 • www.cbncpa.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Globalwise Investments, Inc.:
We have audited the accompanying balance sheets of Globalwise Investments, Inc. (a development stage company) as of December 31, 2007 and 2006 and the related statements of operations, stockholders’ equity and cash flows for the years then ended and from October 3, 1997 (inception), through December 31, 2007. 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 P.C.A.O.B. (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Globalwise Investments, Inc. (a development stage company) as of December 31, 2007 and 2006 and the results of its operations and cash flows for the years then ended and from October 3, 1997 (inception), through December 31, 2007 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Chisholm, Bierwolf & Nilson
Chisholm, Bierwolf & Nilson
Bountiful, Utah
February 15, 2008
__________________________________________________________________
Member of AICPA, UACPA & Registered with PCAOB
9
Globalwise Investments, Inc. | ||||||||
(A Development Stage Company) | ||||||||
Balance Sheets | ||||||||
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ASSETS |
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| December 31 | |||
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CURRENT ASSETS |
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Cash |
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| $ | 2,633 | $ | 2,757 | |
Total Current Assets |
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| 2,633 |
| 2,757 | |||
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TOTAL ASSETS |
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| $ | 2,633 | $ | 2,757 | ||
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts Payable |
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| $ | 51,595 | $ | 49,595 | ||
Total Current Liabilities |
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| 51,595 |
| 49,595 | |||
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Total Liabilities |
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| 51,595 |
| 49,595 | ||
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STOCKHOLDERS' DEFICIT |
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Common Stock, $.001 par value; 50,000,000 shares |
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authorized; 569,500 and 802,000 shares issued |
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and outstanding respectively |
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| 570 |
| 802 | |||
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Additional Paid in Capital |
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| 35,774 |
| 27,542 | |||
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Deficit Accumulated during the development stage | (85,306) |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 2,633 | $ | 2,757 | ||||
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The accompanying notes are an integral part of these financial statements.
10
Globalwise Investments, Inc. | |||||||||||
(A Development Stage Company) | |||||||||||
Statements of Operations | |||||||||||
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| From | ||
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| Inception on | ||
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| For the Years Ended |
| October 3, | ||
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| December 31 | 1997 to | |||
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| 2007 |
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REVENUES |
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| $ | - | $ | - | $ | - | |
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EXPENSES |
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General & Administrative |
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| 10,124 |
| 9,044 |
| 85,306 | |||
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TOTAL EXPENSES |
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| 10,124 |
| 9,044 |
| 85,306 | ||
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Net Operating Loss |
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| (9,044) |
| (85,306) | ||
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LOSS BEFORE TAXES |
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| (10,124) |
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| (85,306) | ||
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TAXES |
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NET LOSS |
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| $ | (10,124) | $ | (9,044) | $ | (85,306) | |
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Net Loss Per Share |
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| $ | (0.02) | $ | (0.01) | $ | (0.12) | |||
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Weighted average shares outstanding |
| 599,359 |
| 802,000 |
| 719,667 | |||||
The accompanying notes are an integral part of these financial statements
11
Globalwise Investments, Inc. | ||||||||||
(A Development Stage Company) | ||||||||||
Statements of Stockholders' Equity | ||||||||||
From Inception on October 3, 1997 through December 31, 2007 | ||||||||||
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| Deficit |
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| Accumulated |
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| Additional |
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| Paid in |
| Development | ||
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| Amount |
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Balance, October 3, 1997 |
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| - | $ | - | $ | - | $ | - | |
Shares issued for equipment at $0.064 per share | 300,000 |
| 300 |
| 18,800 |
| - | |||
Net (loss) for the year ended December 31, 1997 | - |
| - |
| - |
| - | |||
Balance - December 31, 1997 |
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| 300,000 |
| 300 |
| 18,800 |
| - | |
Capital Contributions |
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| 550 |
| - | |
Net (loss) for the year ended December 31, 1998 | - |
| - |
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| (550) | |||
Balance - December 31, 1998 |
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| 300,000 |
| 300 |
| 19,350 |
| (550) | |
Shares issued for cash at $0.0996 per share | 652,000 |
| 652 |
| 64,348 |
| - | |||
Capital Contributions |
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| 6,000 |
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Net (loss) for the year ended December 31, 1999 | - |
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| (27,794) | |||
Balance - December 31, 1999 |
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| 952,000 |
| 952 |
| 89,698 |
| (28,344) | |
Cancellation of shares in connection with spin-off |
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of Assets and Liabilities of the Company |
| (150,000) |
| (150) |
| (62,156) |
| - | ||
Shares issued for services at $.25 per share | 20,000 |
| 20 |
| 4,980 |
| - | |||
Shares issued for services at $.536 per share | 28,000 |
| 28 |
| 14,972 |
| - | |||
Net (loss) for the year ended December 31, 2000 | - |
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| (21,345) | |||
Balance - December 31, 2000 |
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| 850,000 |
| 850 |
| 47,494 |
| (49,689) | |
Cancellation of shares issued for services in 2000 | (48,000) |
| (48) |
| (19,952) |
| - | |||
Net (loss) for the year ended December 31, 2001 | - |
| - |
| - |
| - | |||
Balance - December 31, 2001 |
|
| 802,000 |
| 802 |
| 27,542 |
| (49,689) | |
Net (loss) for the year ended December 31, 2002 | - |
| - |
| - |
| (5,000) | |||
Balance - December 31, 2002 |
|
| 802,000 |
| 802 |
| 27,542 |
| (54,689) | |
Net (loss) for the year ended December 31, 2003 | - |
| - |
| - |
| - | |||
Balance - December 31, 2003 |
|
| 802,000 |
| 802 |
| 27,542 |
| (54,689) | |
Net (loss) for the year ended December 31, 2004 | - |
| - |
| - |
| (2,104) | |||
Balance - December 31, 2004 |
|
| 802,000 |
| 802 |
| 27,542 |
| (56,793) | |
Net (loss) for the year ended December 31, 2005 | - |
| - |
| - |
| (9,345) | |||
Balance - December 31, 2005 |
|
| 802,000 |
| 802 |
| 27,542 |
| (66,138) | |
Net (loss) for the year ended December 31, 2006 | - |
| - |
| - |
| (9,044) | |||
Balance - December 31, 2006 |
|
| 802,000 |
| 802 |
| 27,542 |
| (75,182) | |
Shares cancelled and returned to treasury |
|
| (282,500) |
| (282) |
| 282 |
| - | |
Issuance of shares in settlement of debt |
|
| 50,000 |
| 50 |
| 7,950 |
| - | |
Net (loss) for the year ended December 31, 2007 |
|
| - |
| - |
| - |
| (10,124) | |
Balance – December 31, 2007 |
|
| 569,500 | $ | 570 | $ | 35,774 | $ | (85,306) | |
The accompanying notes are an integral part of these financial statements
12
Globalwise Investments, Inc. | ||||||||||
(A Development Stage Company) | ||||||||||
Statements of Cash Flows | ||||||||||
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| From |
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|
|
|
|
|
|
|
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| Inception on |
|
|
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|
|
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|
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| October 3, |
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| For the years ended |
| 1997 Through | ||
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| December 31, |
| December 31, | ||
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| 2007 |
| 2006 |
| 2007 |
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Cash Flows from Operating Activities |
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Net Loss |
|
|
| $ | (10,124) | $ | (9,044) | $ | (85,306) | |
Adjustment to reconcile net (loss) to cash provided |
|
|
|
|
|
| ||||
(used) by operating activities: |
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|
|
|
|
| ||||
Capital contributions - expenses |
| - |
| - |
| 6,550 | ||||
Changes in assets and liabilities: |
|
|
|
|
|
| ||||
Increase in Inventory |
|
| - |
| - |
| (21,744) | |||
I Increase in Accounts Payable & Accrued Expenses |
| 10,000 |
| 8,600 |
| 60,194 | ||||
|
|
|
|
|
|
|
|
|
|
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Net Cash Provided (Used) by Operating Activities |
| (124) |
| (444) |
| (40,306) | ||||
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Cash Flows from Investing Activities: |
|
|
|
|
|
| ||||
Purchase of equipment |
|
|
| - |
| - |
| (20,530) | ||
Loss of cash in spin-off |
|
|
| - |
| - |
| (1,531) | ||
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided (Used) in Investing Activities |
| - |
| - |
| (22,061) | ||||
|
|
|
|
|
|
|
|
|
|
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Cash Flows from Financing Activities: |
|
|
|
|
|
| ||||
Proceeds from stock issuance |
|
| - |
| - |
| 65,000 | |||
|
|
|
|
|
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|
|
|
|
Net cash Provided by Financing Activities |
| - |
| - |
| 65,000 | ||||
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash |
|
| (124) |
| (444) |
| 2,633 | |||
|
|
|
|
|
|
|
|
|
|
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Cash and Cash Equivalents, Beginning of Period |
| 2,757 |
| 3,201 |
| - | ||||
|
|
|
|
|
|
|
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|
|
Cash and Cash Equivalents, End of Period | $ | 2,633 | $ | 2,757 | $ | 2,633 | ||||
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Supplemental Cash Flow Information: |
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| |||
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Stock issued for services |
|
| $ | - | $ | - | $ | 20,000 | ||
Issuance of stock in settlement of debt | $ | 8,000 | $ | - | $ | 8,000 | ||||
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Cash Paid For: |
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| |
Interest |
|
|
|
| $ | - | $ | - | $ | - |
Income Taxes |
|
|
| $ | - | $ | - | $ | - | |
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|
The accompanying notes are an integral part of these financial statements
13
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2007 and 2006
NOTE 1 - Summary of Significant Accounting Policies
a.
Organization & Consolidation Policy
Globalwise Investments, Inc. (the Company), a Nevada corporation, was incorporated October 3, 1997. The Company was organized for the purpose of engaging in the confectionary vending machine business. It is currently inactive.
b.
Recognition of Revenue
The Company has adopted the provisions of SEC Staff Accounting Bulletin No. 104, REVENUE RECOGNITION IN FINANCIAL STATEMENTS )”SAB 104"), which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to monthly services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable and (iv) collect ability is reasonably assured.
c.
Loss Per Share
| Loss (Numerator) | Shares (Denominator) | Per Share Amount |
For the year ended December 31, 2007: |
|
|
|
Basic EPS Loss to common stockholders | $ (10,124) | 802,000 | $ (0.01) |
For the year ended December 31, 2006: |
|
|
|
Basic EPS Loss to common stockholders | $ (9,044) | 802,000 | $ 0.01) |
From inception on October 3, 1997 to December 31, 2007: |
|
| |
Basic EPS Loss to common stockholders | $ (85,306) | 719,667 | $ (0.012) |
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.
d.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
14
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2007 and 2006
NOTE 1 - Summary of Significant Accounting Policies (continued)
e.
Provision for Income Taxes
No provision for income taxes have been recorded due to net operating loss carryforwards totaling $85,306 that will be offset against future taxable income. These NOL carryforwards begin to expire in the year 2018. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax asset and the valuation account is as follows at December 31, 2007 and 2006:
December 31, | ||
| 2007 | 2006 |
Deferred tax asset: NOL carryforward | $ 29,004 | $ 25,562 |
Valuation allowance | (29,004) | (25,562) |
| $ - | $ - |
The Company utilized the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities measured by the currently enacted tax rates in effect for the years in which these differences are expected to reverse. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities.
f. Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no assets and has had recurring operating losses for the past several years and is dependent upon financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to find an operating company to merge with, thus creating necessary operating revenue.
15
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2007 and 2006
NOTE 3 - Capitalization
In 1997 the Company issued 300,000 shares of common stock for equipment valued at $19,100.
In 1998 the Company received a cash contribution in the amount of $550. No shares were issued for this contribution.
In 1999 the Company issued 652,000 shares of stock for cash of $65,000 ($.0996 per share). It also received contributions in the amount of $6,000 for which no shares were issued.
In March, 2000, the Company exchanged all of its assets and liabilities for 150,000 shares of its previously issued common stock. The shares were subsequently canceled.
In July, 2000, the Company issued 48,000 shares of stock for costs and services valued at $20,000. In 2001 the Company and stockholders elected to cancel stock and the liability was re-established in the Accounts Payable - related parties section of the balance sheet.
In May, 2007, five stockholders returned 282,500 shares to the treasury, which were subsequently canceled. The shares were originally issued for cash and the shareholders returned the shares to the Company for no consideration. This resulted in a reduction of shares issued and outstanding.
In December, 2007, the Company issued 50,000 shares of stock in settlement of debt of $8,000 ($.16 per share).
NOTE 4 - Development Stage Company
The Company is a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations.
NOTE 5 - Recent Pronouncements
In September 2006, the FASB issued SFAS No. 157, “FAIR VALUE MEASUREMENTS” (“SFAS”). While SFAS 157 formally defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements, it does not require any new fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is required to be adopted effective January 1, 2008 and the Company does not presently anticipate any impact on its financial position, results of operations or cash flows.
16
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2007 and 2006
NOTE 5 - Recent Pronouncements (Continued)
In September 2006, the FASB issued SFAS No. 158, “EMPLOYERS’ ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB STATEMENTS NO. 87, 88, 106 AND 132 (R)” (“SFAS 158"). SFAS 158 requires an employer to recognize the funded status of its defined benefit pension and other postretirement plans as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through other comprehensive income. The funded status of a plan is measured as the difference between plan assets as fair value and the benefit obligation, which is represented by the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans. SFAS 158 requires the recognition, as a component of other comprehensive income, net of tax, of the gains or losses and prior service costs or credits that arise during the period but are recognized as a component of net periodic benefit cost in accordance with existing accounting principles.
Amounts required to be recognized in accumulated other comprehensive income, including gains and losses and prior service costs or credits are adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of existing accounting principles. In addition, SFAS 158 requires plan assets and obligations to be measured as of the date of the employer’s year-end statement of financial position as well as the disclosure of additional information about certain effects on net periodic benefit cost for the next fiscal year from the delayed recognition of the gains or losses and prior service costs or credits.
The Company is required to adopt those provisions of SFAS 158 attributable to the initial recognition of the funded status of the benefit plans and disclosure provisions as of December 31, 2006. Those provisions of SFAS 158 applicable to the amortization of gains or losses and prior service costs or credits from accumulated other comprehensive income to the net periodic benefit cost are required to be applied on a prospective basis effective January 1, 2007. The Company does not anticipate that the adoption of SFAS 158 will have any impact on its financial statements.
In February, 2007, the FASB issued SFAS No. 159, “THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES-INCLUDING AN AMENDMENT OF FASB NO. 115" (“SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The
17
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2007 and 2006
NOTE 5 - Recent Pronouncements (Continued)
objective is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.
SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15,2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, providing that the entity also elects to apply the provisions of FASB No. 157, “FAIR VALUE MEASUREMENTS”. The Company does not presently anticipate that the adoption of SFAS 159 would have any impact on its financial statements.
In December , 2007, the FASB issued SFAS No. 141 (Revised) which replaces SFAS No. 141, “BUSINESS COMBINATIONS”. The purpose of this Statement [“SFAS 141 (R)] is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This is accomplished by how the acquiring company recognizes and measures the identifiable assets acquired and liabilities assumed; the goodwill acquired or the gain recognized from a bargain purchase; and determining what information to disclose in the financial statements.
SFAS 141 (R) is effective for fiscal years beginning on or after December 15, 2008 and is effective the same date as that of related SFAS No. 160. The Company does not presently anticipate that the adoption of SFAS 141 (R) would have any impact on its financial statements.
In December, 2007, the FASB issued SFAS No. 160 “NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS - AN AMENDMENT OF ARB NO. 51". The purpose of this Statement (SFAS 160) is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements relating to a minority interest.
SFAS 160 is effective for fiscal years beginning on or after December 15, 2008 and is effective the same date as that of SFAS 141 (R). The Company does not presently anticipate that the adoption of SFAS 160 would have any impact on its financial statements.
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
During the two most recent fiscal years we have not had a change in, or disagreement with, our independent registered public accounting firm.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation he concluded that our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
Our President is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
$
maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
$
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
$
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
For the year ended December 31, 2007, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” issued in 1992, to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework management has determined that our internal control over financial reporting is effective.
Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Our executive officers and directors and their respective ages, positions, and biographical information are set forth
19
below. Our bylaws require two directors who serve until our next annual meeting or until each is replaced by a qualified director. Our executive officers are chosen by our board of directors and serve at its discretion. There are no existing family relationships between or among any of our executive officers or directors.
Name | Age | Position Held | Term of Director |
Donald R. Mayer | 68 | President, Director | Nov. 2005 until next annual meeting |
Linda L. Perry | 63 | Secretary/Treasurer, Director | Nov. 2005 until next annual meeting |
Donald R. Mayer - Mr. Mayer is the President and a director of Universal Business Insurance, an insurance company that he founded. He has worked in the insurance industry for over twenty years, specializing in the motel/hotel industry. He is a director of Nova Star Innovations, Inc. and WorldNet, Inc. of Nevada, development stage reporting companies. He graduated from the University of Utah, located in Salt Lake City, Utah, with a bachelors degree in accounting.
Linda L. Perry - Mrs. Perry serves as President of Business Builders, Inc., a privately held business consulting firm which she co-founded in 1997. She also serves as a Director of Wings & Things, Inc., a development stage reporting company. She attended Weber State College, located in Ogden, Utah.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than five percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. We believe no reports were required to be filed for the year ended December 31, 2007.
Code of Ethics
Due to the fact that we have minimal operations, we have not adopted a code of ethics for our principal executive and financial officers. Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.
Committees
We are a smaller reporting company with a small number of directors and officers who have active roles in our operations. As a result, we do not have a standing nominating committee for directors, nor do we have an audit committee with an audit committee financial expert serving on that committee. Our entire board of directors, including Mr. Mayer and Mrs. Perry, act as our nominating and audit committee.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officer Compensation
Our President, Donald R. Mayer, did not receive compensation during the past year ended December 31, 2007. None of our other named executive officers received any cash or non-cash compensation during the past two fiscal years or had outstanding equity awards at year end. We have not entered into employment contracts with our executive officers and their compensation, if any, will be determined at the discretion of our Board of Directors.
20
We do not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Securities Under Equity Compensation Plans
We do not have any securities authorized for issuance under any equity compensation plans.
Beneficial Ownership
The following tables set forth the beneficial ownership of our outstanding common stock by our management and each person or group known by us to own beneficially more than 5% of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based on 1,139,000 post-split shares of common stock outstanding as of March 5, 2008.
CERTAIN BENEFICIAL OWNERS | ||
Name and address of beneficial owners | Amount and nature of beneficial owner | Percent of class |
John Clayton 525 South 300 East Salt Lake City, UT 84111 | 75,000 | 6.6 |
ALPCO 440 East 400 South Salt Lake City, UT 84111 | 70,000 | 6.1 |
MANAGEMENT | ||
Name and address of beneficial owners | Amount and nature of beneficial owner | Percent of class |
Donald R. Mayer 2157 S. Lincoln Street Salt Lake City, UT 84106 | 15,000 | 1.3 |
Directors and officers as a group | 15,000 | 1.3 |
21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Transactions with Related Parties
Since the beginning of our past fiscal year we have not engaged in, or propose to engage in, any transactions involving our executive officers, directors, 5% or more stockholders or immediate family members of such persons.
Director Independence
None of our directors are independent directors as defined by NASD Rule 4200(a)(15).
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Auditor Fees
The following table presents the aggregate fees billed for each of the last two fiscal years by our independent registered public accounting firm, Chisholm, Bierwolf & Nilson LLC, Certified Public Accountants, in connection with the audit of our financial statements and other professional services rendered by that accounting firm.
| 2007 | 2006 |
Audit fees | $ 1,827 | $ 1,826 |
Audit-related fees | 0 | 0 |
Tax fees | 0 | 0 |
All other fees | $ 0 | $ 0 |
Audit fees represent the professional services rendered for the audit of our annual financial statements and the accounting firm review of our financial statements included in quarterly reports, along with services normally provided by the firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other categories.
Pre-approval Policies
We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor. We do not rely on pre-approval policies and procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
No.
Description
3.1
Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 of Form 10-QSB, filed October 11, 2001)
3.2
Certificate of Correction, effective May 22, 2007(Incorporated by reference to exhibit 3.1 of Form 8-K, filed June 17, 2007)
22
3.3
Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed October 2, 2000.)
31.1
Principal Executive Officer Certification
31.2
Principal Financial Officer Certification
32.1
Section 1350 Certification
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized
GLOBALWISE INVESTMENTS, INC.
By: /s/ Donald R. Mayer
Donald R. Mayer, President
Date: March 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Donald R. Mayer
Donald R. Mayer
President, Principal Executive Officer,
Principal Financial Officer,
President and Director
Date: March 25, 2008
By: /s/ Linda L. Perry
Linda L. Perry
Secretary/Treasurer and Director
Date: March 25, 2008
23