INTELLINETICS, INC. - Annual Report: 2009 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
[ ]
TRANSITION REPORT PURSUANT TO 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
| 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 [ ]
The registrant did not have an active trading market for its common stock as of the last business day of its most recently completed second fiscal quarter; therefore, an aggregate market value of shares of voting and non-voting common equity held by non-affiliates cannot be determined.
The number of post-split shares outstanding of the registrant’s common stock as of February 23, 2010 was 1,139,000.
Documents incorporated by reference: None
TABLE OF CONTENTS
PART I
Item 1. Business
3
Item 2. Properties
6
Item 3. Legal Proceedings
6
Item 4. [Reserved]
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 Operations 7
Item 8. Financial Statements and Supplementary Data
8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22
Item 9A(T). Controls and Procedures
22
Item 9B. Other Information
22
PART III
Item 10. Directors, Executive Officers and Corporate Governance
23
Item 11. Executive Compensation
24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
24
Item 13. Certain Relationships and Related Transactions, and Director Independence
25
Item 14. Principal Accounting Fees and Services
25
PART IV
Item 15. Exhibits, Financial Statement Schedules
26
Signatures
27
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,” “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. 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.
The current economy creates more challenges for the success of our business plan. With the inconsistency of the stock market, the general lack of investor confidence and the uncertainty related to the future global economy, management believes that equity investments and transactions may be less attractive then they have been in the past. However, 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.” But if the global economy continues to decline, then it is very possible that there would be little or no economic value for another company to enter into a transaction with 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 their business judgment. Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no specific business plan and may acquire or participate in a
3
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.
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 actively traded 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 that 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. Due to management’s limited experience with mergers and acquisitions, they 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 executive officers and directors. Our management has other business interests to which they currently devote attention, which include their primary employment. Mr. Mayer also holds management positions with another development stage company seeking business opportunities. (See Part III, Item 10, below.) 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 judgment 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.
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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.
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, which will likely result in additional expense for that company.
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 reporting 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.
5
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.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the date of this filing.
ITEM 4. [Reserved]
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 for trading on the OTC Bulletin Board and may trade under the symbol “GWIV.” We have had no trading activity in our common stock during the past two years.
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.
Our shares of common stock are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.
These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.
Holders
As of February 23, 2010, we had 33 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.
6
Recent Sales of Unregistered Securities
None.
Issuer Purchase of Securities
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to smaller reporting companies.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a development stage company that has not recorded revenues for the past two fiscal years. At December 31, 2009, we had $305 in cash and we had total liabilities of $59,995. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management or significant stockholders to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.
During the next 12 months we anticipate incurring costs related to the filing of Exchange Act reports, and we may incur costs related to investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through funds provided by management and significant stockholders. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.
Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Management anticipates that the struggling global economy will restrict the number of business opportunities available to us and will restrict the cash available for such transactions. There can be no assurance in the current
7
economy that we will be able to acquire an interest in an operating company.
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 would issue such stock pursuant to exemptions to the registration requirements 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 the registration requirements of the Securities Act of 1933. 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 stockholders may experience dilution in the value per share of their common stock.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GLOBALWISE INVESTMENTS, INC.
(A Development Stage Company)
Financial Statements
December 31, 2009 and 2008
INDEX
Report of Independent Registered Public Accounting Firm
9
Balance Sheets
10
Statements of Operations
11
Statements of Stockholders’ Deficit
12
Statements of Cash Flows
13
Notes to the Financial Statements
14
8
| LOGO | CHISHOLM, BIERWOLF, NILSON & MORRILL, LLC Certified Public Accountants Phone (801) 292-8756 • Fax (801) 292-8809 • www.cbnmcpa.com | Todd D. Chisholm Nephi J. Bierwolf Troy F. Nilson Douglas W. Morrill |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Globalwise Investments, Inc. (A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Globalwise Investments, Inc. (a development stage company) as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and from inception on October 3, 1997 through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 statement 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, 2009 and 2008 and the results of its operations and cash flows for the years ended December 31, 2009 and 2008 and from inception on October 3, 1997 through December 31, 2009 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 and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Chisholm, Bierwolf, Nilson & Morrill
Chisholm, Bierwolf, Nilson & Morrill
Bountiful, Utah 84010
March 15, 2010
| PCAOB Registered, Members of AICPA, CPCAF and UACPA | |
| 533 West 2600 South, Suite 25 • Bountiful, Utah 84010 | 12 South Main, Suite 208, Layton, Utah 84041 |
9
| Globalwise Investments, Inc. | ||||||||
| (A Development Stage Company) | ||||||||
| Balance Sheets | ||||||||
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| December 31 | ||
| ASSETS |
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| 2009 |
| 2008 |
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CURRENT ASSETS |
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| Cash |
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| $ 305 |
| $ 128 |
| Total Current Assets |
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| 305 |
| 128 | ||
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| TOTAL ASSETS |
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| $ 305 |
| $ 128 | |
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| LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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| Accounts Payable |
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| $ 59,995 |
| $ 54,995 | |
| Total Current Liabilities |
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| 59,995 |
| 54,995 | ||
| Total Liabilities |
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| 59,995 |
| 54,995 | |
|
STOCKHOLDERS' DEFICIT |
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| Common Stock, $.001 par value; 50,000,000 shares |
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| ||||
| authorized; 1,139,000 shares issued and outstanding |
| 1,139 |
| 1,139 | ||||
| Additional Paid in Capital |
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|
| 35,205 |
| 35,205 | ||
| Deficit Accumulated During the Development Stage |
| (96,034) |
| (91,211) | ||||
| Total Stockholders' Deficit |
|
|
| (59,690) |
| (54,867) | ||
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ 305 |
| $ 128 | ||||
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, 1997 | ||
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| December 31 |
| to Dec. 31, | ||
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| 2009 |
| 2008 |
| 2009 |
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| REVENUES |
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| $ - |
| $ - |
| $ - | |
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| EXPENSES |
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| General & Administrative |
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| 4,823 |
| 5,905 |
| 96,034 | ||
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| TOTAL EXPENSES |
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| 4,823 |
| 5,905 |
| 96,034 | ||
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| Net Operating Loss |
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| (4,823) |
| (5,905) |
| (96,034) | ||
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| LOSS BEFORE TAXES |
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| (4,823) |
| (5,905) |
| (96,034) | ||
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TAXES |
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| - |
| - |
| - |
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NET LOSS |
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| $ (4,823) |
| $ (5,905) |
| $ (96,034) | |
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| Net Loss Per Share |
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| $ (0.00) |
| $ (0.01) |
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| |
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Weighted average shares outstanding |
| 1,139,000 |
| 1,139,000 |
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The accompanying notes are an integral part of these
11
| Globalwise Investments, Inc. | ||||||||||
| (A Development Stage Company) | ||||||||||
| Statements of Stockholders' Deficit | ||||||||||
| From Inception on October 3, 1997 through December 31, 2009 | ||||||||||
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| Deficit |
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| Accumulated |
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| Additional |
| During the |
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| Common Stock |
| Paid-in |
| Development | ||
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| Shares |
| Amount |
| Capital |
| Stage |
| Balance, October 3, 1997 |
|
| - | $ | - | $ | - | $ | - | |
| Shares issued for equipment at $0.032 per share | 600,000 |
| 600 |
| 18,500 |
| - | |||
| Net (loss) for the year ended December 31, 1997 | - |
| - |
| - |
| - | |||
| Balance - December 31, 1997 |
|
| 600,000 |
| 600 |
| 18,500 |
| - | |
| Capital Contributions |
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| - |
| - |
| 550 |
| - | |
| Net (loss) for the year ended December 31, 1998 | - |
| - |
| - |
| (550) | |||
| Balance - December 31, 1998 |
|
| 600,000 |
| 600 |
| 19,050 |
| (550) | |
| Shares issued for cash at $0.0498 per share | 1,304,000 |
| 1,304 |
| 63,696 |
| - | |||
| Capital Contributions |
|
| - |
| - |
| 6,000 |
| - | |
| Net (loss) for the year ended December 31, 1999 | - |
| - |
| - |
| (27,794) | |||
| Balance - December 31, 1999 |
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| 1,904,000 |
| 1,904 |
| 88,746 |
| (28,344) | |
| Cancellation of shares in connection with spin-off |
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| |||
| of Assets and Liabilities of the Company |
| (300,000) |
| (300) |
| (62,006) |
| - | ||
| Shares issued for services at $.125 per share | 40,000 |
| 40 |
| 4,960 |
| - | |||
| Shares issued for services at $.268 per share | 56,000 |
| 56 |
| 14,944 |
| - | |||
| Net (loss) for the year ended December 31, 2000 | - |
| - |
| - |
| (21,345) | |||
| Balance - December 31, 2000 |
|
| 1,700,000 |
| 1,700 |
| 46,644 |
| (49,689) | |
| Cancellation of shares issued for services in 2000 | (96,000) |
| (96) |
| (19,904) |
| - | |||
| Net (loss) for the year ended December 31, 2001 | - |
| - |
| - |
| - | |||
| Balance - December 31, 2001 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (49,689) | |
| Net (loss) for the year ended December 31, 2002 | - |
| - |
| - |
| (5,000) | |||
| Balance - December 31, 2002 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (54,689) | |
| Net (loss) for the year ended December 31, 2003 | - |
| - |
| - |
| - | |||
| Balance - December 31, 2003 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (54,689) | |
| Net (loss) for the year ended December 31, 2004 | - |
| - |
| - |
| (2,104) | |||
| Balance - December 31, 2004 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (56,793) | |
| Net (loss) for the year ended December 31, 2005 | - |
| - |
| - |
| (9,345) | |||
| Balance - December 31, 2005 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (66,138) | |
| Net (loss) for the year ended December 31, 2006 | - |
| - |
| - |
| (9,044) | |||
| Balance - December 31, 2006 |
|
| 1,604,000 |
| 1,604 |
| 26,740 |
| (75,182) | |
| Shares canceled and returned to treasury |
| (565,000) |
| (565) |
| 565 |
| - | ||
| Issuance of shares in settlement of debt |
| 100,000 |
| 100 |
| 7,900 |
| - | ||
| Net (loss) for the year ended December 31, 2007 | - |
| - |
| - |
| (10,124) | |||
| Balance - December 31, 2007 |
|
| 1,139,000 |
| 1,139 |
| 35,205 |
| (85,306) | |
| Net (loss) for the year ended December 31, 2008 | - |
| - |
| - |
| (5,905) | |||
| Balance - December 31, 2008 |
|
| 1,139,000 |
| 1,139 |
| 35,205 |
| (91,211) | |
| Net (loss for the year ended December 31, 2009 |
| - |
| - |
| - |
| (4,823) | ||
| Balance – December 31, 2009 |
|
| 1,139,000 | $ | 1,139 | $ | 35,205 | $ | (96,034) | |
| The accompanying notes are an integral part of these financial statements. | ||||||||||
12
| Globalwise Investments, Inc. | ||||||||||
| (A Development Stage Company) | ||||||||||
| Statements of Cash Flows | ||||||||||
|
|
|
|
|
|
|
|
|
|
| From |
|
|
|
|
|
|
|
|
|
|
| Inception on |
|
|
|
|
|
|
|
|
|
|
| October 3, 1997 |
|
|
|
|
|
|
| For the years ended |
| Through | ||
|
|
|
|
|
|
| December 31, |
| December 31, | ||
|
|
|
|
|
|
| 2009 |
| 2008 |
| 2009 |
| Cash Flows from Operating Activities |
|
|
|
|
|
|
| |||
| Net Loss |
|
|
|
| $ (4,823) |
| $ (5,905) |
| $ (96,034) | |
| Adjustment to reconcile net (loss) to cash provided |
|
|
|
|
|
| ||||
| (used) by operating activities: |
|
|
|
|
|
|
|
| ||
| Capital contributions - expenses |
|
| - |
| - |
| 6,550 | |||
| Changes in assets and liabilities: |
|
|
|
|
|
|
| |||
| Increase in Inventory |
|
|
| - |
| - |
| (21,744) | ||
| Increase in Accounts Payable & Accrued Expenses |
| 5,000 |
| 3,400 |
| 68,594 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
| Net Cash Provided (Used) by Operating Activities |
| 177 |
| (2,505) |
| (42,634) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
| 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) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
| |||
| Proceeds from stock issuance |
|
|
| - |
| - |
| 65,000 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash Provided by Financing Activities |
|
| - |
| - |
| 65,000 | |||
|
|
|
|
|
|
|
|
|
|
|
|
| Increase (Decrease) in Cash |
|
|
| 177 |
| (2,505) |
| 305 | ||
|
Cash and Cash Equivalents, Beginning of Period |
| 128 |
| 2,633 |
| - | ||||
|
Cash and Cash Equivalents, End of Period |
|
| $ 305 |
| $ 128 |
| $ 305 | |||
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental Cash Flow Information: |
|
|
|
|
|
|
| |||
| Stock issued for services |
|
|
| $ - |
| $ - |
| $ 20,000 | ||
| Issuance of stock in settlement of debt |
|
| $ - |
| $ 8,000 |
| $ 8,000 | |||
| Cash Paid For: |
|
|
|
|
|
|
|
|
| |
| Interest |
|
|
|
|
| $ - |
| $ - |
| $ - |
| Income Taxes |
|
|
|
| $ - |
| $ - |
| $ - | |
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, 2009 and 2008
NOTE 1 - Summary of Significant Accounting Policies
a. Organization & Summary of Significant Accounting Policies
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. After operating for a short time the business was minimized and the operations have been directed more to raising capital and development of the Company’s business plan, Securities and Exchange Commission filings and limited operations.
b. Recognition of Revenue
The Company has adopted FASB ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. FASB ASC 605 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) collectability is reasonably assured.
c. Loss Per Share
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.
|
| For the Years Ended December 31, | |
|
| 2009 | 2008 |
| Net Loss | $ (4,823) | $ (5,905) |
| Weighted Average Number of Shares Outstanding | 1,139,000 | 1,139,000 |
| Basic Loss per Common Share | $ (0.00) | $ (0.01) |
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
e. 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.
14
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 1 - Summary of Significant Accounting Policies (continued)
f. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.
NOTE 2 - Income Taxes
The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax assets and the valuation account are as follows:
|
| For the Years Ended December 31, | |
|
| 2009 | 2008 |
| Deferred tax asset: |
|
|
| Net operating loss carryforward | $ 32,651 | $ 31,012 |
| Valuation allowance | (32,651) | (31,012) |
|
| $ - | $ - |
15
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 2 – Income Taxes (continued)
The components of income tax expense are as follows:
|
| For the Years Ended December 31, | |
|
| 2009 | 2008 |
| Current Federal tax | $ - | $ - |
| Current State tax | - | - |
| Change in NOL benefit | 1,639 | 2,008 |
| Change in valuation allowance | (1,639) | (2,008) |
|
| $ - | $ - |
The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $ 96,034 and $ 91,211 as of December 31, 2009 and December 31, 2008, respectively, which may be offset against future taxable income through 2029. No tax benefit has been reported in the financial statements.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
| For the Years Ended December 31, | |
|
| 2009 | 2008 |
| Beginning Balance | $ - | $ - |
| Additions based on tax positions related to current year | - | - |
| Additions for tax positions of prior years | - | - |
| Reductions for tax positions of prior years | - | - |
| Reductions in benefit due to income tax expense | - | - |
| Ending Balance | $ - | $ - |
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2009 and 2008, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2008, 2007 and 2006.
16
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 3 - Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has minimal 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.
NOTE 4 - Capitalization
In 1997 the Company issued 600,000 post-split 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 1,304,000 post-split shares of stock for cash of $65,000 ($.0498 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 300,000 post-split shares of its previously issued common stock. The shares were subsequently canceled.
In July, 2000, the Company issued 96,000 post-split shares of stock for costs and services valued at $20,000. In 2001 the Company and stockholders elected to cancel the stock and the liability was re-established in the Accounts Payable - related parties section of the balance sheet.
In May, 2007, five stockholders returned 565,000 post-split 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 100,000 post-split shares of stock in settlement of debt of $8,000 ($.08 per share).
There was no stock issued during 2008 or 2009.
NOTE 5 – Changes Resulting From Stock Split
In January, 2008 the Board of Directors approved a 2 for 1 forward stock split which was effective February 15, 2008. Customary notification of the forward split was provided to the OTC Bulletin Board and it effected the split on February 19, 2008. The financial statements reflect this split with the Balance Sheet and Statements of Stockholders’ Deficit retroactively restated. Pre-split common shares of 569,500 outstanding on February 15, 2008 were forward split to 1,139,000 shares of common stock.
17
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 6 - Development Stage Company
The Company is a development stage company as defined in FASB ASC 915. 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 7 – Fair Value of Financial Instruments
On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
-
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
-
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
-
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
NOTE 8 - Recent Pronouncements
In March 2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161), which is effective January 1, 2009. FASB ASC 815-10 requires enhanced disclosures about derivative instruments and hedging activities to allow for a better understanding of their effects on an entity’s financial position, financial performance, and cash flows. Among other things, this standard requires disclosures of the fair values of derivative instruments and associated gains and losses in a tabular format. This standard is not currently applicable to the Company since it does not have derivative instruments or engage in hedging activity.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162), which provides the framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The adoption of SFAS 162 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
18
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 8 - Recent Pronouncements (Continued)
In May 2008, the FASB issued FASB ASC 470 “Debt” formerly referenced as FSP APB No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. FASB ASC 470 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” FASB ASC 470 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB ASC 470 is not expected to have a material impact on our financial position, results of operations or cash flows.
In May 2008, the FASB issued FASB ASC 944, formerly referenced as SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts”. FASB ASC 944 clarifies how SFAS No. 60, “Accounting and Reporting by Insurance Enterprises”, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The adoption of FASB ASC 944 is not expected to have a material impact on our financial position, results of operations or cash flows.
In June 2008, the FASB issued FSP EITF No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSP EITF 03-6-1). FSP EITF 03-6-1 mandates that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents be considered participating securities and be included in the computation of earnings per share pursuant to the two-class method. This change will become effective for our fiscal year beginning January 2009, and requires retrospective application for all periods presented. The adoption of FSP EITF 03-6-1 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF 07-5 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Earlier application by an entity that has previously adopted an alternative accounting policy is not permitted. The adoption of EITF 07-5 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
19
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 8 - Recent Pronouncements (Continued)
In April 2009 an update was made to the FASB ASC 820, “Fair Value Measurements and Disclosures”, that provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This update is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
In April 2009, an update was made to FASB ASC 825, “Financial Instruments”, which requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. This update is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
In June 2009, the FASB issued FASB ASC 105, “The FASB Generally Accepted Accounting Principles”, which establishes the FASB Accounting Standards Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP), aside from those issued by the Securities and exchange Commission. The Codification became effective for interim and annual periods ending after September 15, 2009. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact the Company’s financial statements.
On May 28, 2009 the FASB announced the issuance of FASB ASC 855, “Subsequent Events”, formerly referenced as SFAS No. 165, Subsequent Events. FASB ASC 855 should not result in significant changes in the subsequent events that an entity reports. Rather, FASB ASC 855 introduces the concept of financial statements being available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, “Measuring Liabilities at Fair Value” (ASU 2009-05). The amendments in this ASU apply to all entities that measure liabilities at fair value and provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using one or more techniques laid out in this ASU. The guidance provided in this ASU is effective for the first reporting period beginning after issuance. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.
20
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2009 and 2008
NOTE 8 - Recent Pronouncements (Continued)
In October 2009, the FASB issued ASU No. 2009-13” Revenue recognition-Multiple deliverable revenue arrangements”. The ASU provides amendments to the criteria in Revenue recognition - Multiple deliverable revenue arrangements for separating consideration in multiple revenue arrangements. The amendments in this ASU establish a selling price hierarchy for determining the selling price of a deliverable. Further, the term fair value in the revenue guidance will be replaced with selling price to clarify that the allocation of revenue is based on entity- specific assumptions rather than assumptions of a market place participant. The amendments in this ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.
None of the above new pronouncements have current application to the Company, but may be applicable to the Company's future financial reporting.
21
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(T). 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
Management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process 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, 2009, 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 2009 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 management’s report on internal control over financial reporting. The 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.
22
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Our directors and executive officers and their respective ages, positions, and biographical information are set forth 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 | 70 | Director and President | Nov. 2005 until next annual meeting |
| Linda L. Perry | 65 | Director and Secretary/Treasurer | Nov. 2005 until next annual meeting |
Donald R. Mayer -- Mr. Mayer is the President and Chairman of Universal Business Insurance, an insurance company that he co-founded. He has worked in the insurance industry for twenty five years, specializing in business and motel/hotel industry. He graduated from the University of Utah, located in Salt Lake City, Utah, with a bachelor’s degree in accounting.
He currently serves as a director of WorldNet, Inc. of Nevada, a company that has a class of securities registered with the SEC pursuant to Section 12.
He has not personally been involved in any legal proceedings during the past ten years that are material to an evaluation of his ability or integrity.
Linda L. Perry -- Mrs. Perry serves as President of Business Builders, Inc., a privately held Utah corporation which she co-founded in 1997 and that provides business consulting for small businesses. Her business experience includes operating a small business and experience as a director and officer of other reporting public companies.
Mrs. Perry served as a director of Wings & Things, Inc. until March 2008. That company had a class of securities registered with the SEC pursuant to Section 12.
She has not been involved in any legal proceedings during the past ten years that are material to an evaluation of her ability or integrity.
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, 2009.
Code of Ethics
Since we have minimal operations and only two persons serving as our executive officers, 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 comply with applicable governmental laws and regulations.
23
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 act as our nominating and audit committee.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officer Compensation
Our principal executive officer, Donald R. Mayer, did not receive compensation during the past year ended December 31, 2009. None of our 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.
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 February 23, 2010.
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| CERTAIN BENEFICIAL OWNERS | ||
| Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class |
| John S. Clayton 525 South 300 East Salt Lake City, UT 84111 | 75,000 | 6.6 |
| ALPCO 440 East 400 South Salt Lake City, UT 84111 | 60,000 | 5.27 |
| MANAGEMENT | ||
| Name of beneficial owner | Amount and nature of beneficial ownership | Percent of class |
| Donald R. Mayer | 15,000 | 1.3 |
| Directors and officers as a group | 15,000 | 1.3 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Parties
During the past two fiscal years 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 NASDAQ Stock Market Rule 4200(a)(15). This rule defines persons as “independent” who are neither officers nor employees of the company and have no relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.
ITEM 14. PRINCIPAL ACCOUNTING 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 & Morrill LLC, Certified Public Accountants, in connection with the audit of our financial statements and other professional services rendered by that accounting firm.
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|
| 2008 |
| 2009 |
| Audit fees | $ 2,300 |
| $ 3,800 |
| 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 accounting 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
(a)(1)
Financial Statements
The audited financial statements of Globalwise Investments, Inc. are included in this report under Item 8 on pages 8 through 21.
(a)(2) Financial Statement Schedules
All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.
(a)(3)
Exhibits
The following documents have been filed as part of this report.
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)
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
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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 18, 2010
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
Principal Executive Officer,
Principal Financial Officer,
Director and President
Date: March 18, 2010
By: /s/ Linda L. Perry
Linda L. Perry
Director and Secretary/Treasurer
Date: March 18, 2010
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