Attached files
| file | filename |
|---|---|
| EX-31.1 - InCapta, Inc. | ex31-1.htm |
| EX-32.1 - InCapta, Inc. | ex32-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 0-29113
TBC GLOBAL NEWS NETWORK, INC.
(Exact Name of Company as Specified in its Charter)
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Nevada
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90-0224051
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(State or Other Jurisdiction of Incorporation
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(I.R.S. Employer
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or Organization)
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Identification No.)
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2351 N.E. 48th Court, Lighthouse Point, Florida 33064
(Address of Principal Executive Offices)
(800) 605-6980
(Company’s Telephone Number)
_____________________________________________________
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)
1
Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Company 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
As of March 31, 2010, the Company had 646,986,216 shares of common stock issued and outstanding.
2
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION |
PAGE
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ITEM 1. FINANCIAL STATEMENTS
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CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2010
(UNAUDITED) AND DECEMBER 31, 2009
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4
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CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE THREE MONTHS ENDED
MARCH 31, 2010 AND MARCH 31, 2009
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6
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE THREE MONTHS ENDED
MARCH 31, 2010 AND MARCH 31, 2009
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7
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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8
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ITEM 2. MANAGEMIENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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14
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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21
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ITEM 4. CONTROLS AND PROCEDURES
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21
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ITEM 4(T). CONTROLS AND PROCEDURES
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21
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PART II – OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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22
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ITEM 1A. RISK FACTORS
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22
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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22
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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23
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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23
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ITEM 5. OTHER INFORMATION
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23
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ITEM 6. EXHIBITS
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24
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SIGNATURE
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24
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3
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
TBC GLOBAL NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
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ASSETS
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March 31, 2010
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December 31, 2009
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(Unaudited)
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Current assets:
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Cash
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$ | 1,949 | $ | 33,493 | ||||
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Total current assets
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1,949 | 33,493 | ||||||
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DVD’s and video games libraries, net of accumulated
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||||||||
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amortization of $7,643,907 and $7,643,907, respectively
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-- | -- | ||||||
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Property, plant and equipment, net of accumulated depreciation of
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||||||||
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$675,599 and $651,930, respectively
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93,858 | 117,527 | ||||||
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Film library, net of accumulated amortization of
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$701,554 and $652,406, respectively
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871,196 | 920,344 | ||||||
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Other assets
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-- | 4,650 | ||||||
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Total assets
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$ | 967,003 | $ | 1,076,014 | ||||
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
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||||||||
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Current liabilities
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Accounts payable and accrued expenses
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$ | 2,022,301 | $ | 1,931,076 | ||||
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Current portion of long-term notes payable
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634,427 | 634,427 | ||||||
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Notes payable - related party
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-- | 775 | ||||||
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Advance from Golden State Investors, Inc.
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376,392 | 409,612 | ||||||
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Total current liabilities
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3,033,120 | 2,975,890 | ||||||
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Convertible debenture, net of unamortized debt discounts
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||||||||
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of $76,989 and $41,731, respectively
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167,011 | 260,885 | ||||||
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Total liabilities
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3,200,131 | 3,236,775 | ||||||
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Commitments and contingencies
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||||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
TBC GLOBAL NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(continued)
| March 31, 2010 | December 31, 2009 | |||||||
| (Unaudited) | ||||||||
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Stockholders’ equity (deficit):
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Common stock; $0.001 par value; 5,000,000,000 shares
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authorized, 646,986,216 and 505,236,215 issued and
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outstanding, respectively
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646,986 | 505,236 | ||||||
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Additional paid-in capital
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72,024,613 | 72,023,457 | ||||||
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Accumulated deficit
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(74,904,727 | ) | (74,689,454 | ) | ||||
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Total stockholders’ deficit
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(2,233,128 | ) | (2,160,761 | ) | ||||
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Total liabilities and stockholders’ deficit
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$ | 967,003 | $ | 1,076,014 | ||||
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
TBC GLOBAL NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended
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| March 31, 2010 | March 31, 2009 | |||||||
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Revenues
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$ | -- | $ | -- | ||||
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Cost of revenues
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32,770 | 49,148 | ||||||
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Gross profit
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(32,770 | ) | (49,148 | ) | ||||
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Operating expenses:
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Consulting and professional fees
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30,000 | -- | ||||||
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Depreciation and amortization
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72,070 | 33,218 | ||||||
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Selling, general and administrative
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58,604 | 13,989 | ||||||
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Total operating expenses
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160,674 | 47,207 | ||||||
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Loss from operations
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(193,444 | ) | (96,355 | ) | ||||
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Other income (expense)
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Interest expense
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(21,829 | ) | (4,929 | ) | ||||
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Total other income (expense)
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(21,829 | ) | (4,929 | ) | ||||
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Loss before provision for income taxes
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(215,273 | ) | (101,284 | ) | ||||
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Provision for income taxes
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-- | -- | ||||||
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Net loss
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$ | (215,273 | ) | $ | (101,284 | ) | ||
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Loss per common share - basic and diluted
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$ | (0.00 | ) | $ | (0.54 | ) | ||
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Weighted average common shares outstanding - basic and diluted
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535,757,049 | 188,880 | ||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements
6
TBC GLOBAL NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, 2010 | March 31, 2009 | |||||||
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Cash flows from operating activities:
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Net loss
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$ | (215,273 | ) | $ | (101,284 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Debt discount amortization related to convertible debenture
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13,431 | 4,929 | ||||||
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Depreciation and amortization
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72,070 | 82,366 | ||||||
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Stock Based compensation
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24,000 | |||||||
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Changes in operating assets and liabilities:
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Change in other assets
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4,650 | -- | ||||||
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Change in accounts payable and accrued expenses
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18,553 | (3,426 | ) | |||||
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Net cash used in operating activities
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(82,569 | ) | (17,415 | ) | ||||
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Cash flows from investing activities:
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Purchase of DVD and video game libraries
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-- | -- | ||||||
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Net cash provided by (used in) investing activities
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-- | -- | ||||||
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Cash flows from financing activities:
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Proceeds on notes payable
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-- | |||||||
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Proceeds from advances from Golden State Investors, Inc.
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19,100 | -- | ||||||
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Payments of related party notes payable
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(775 | ) | (34,715 | ) | ||||
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Proceeds from stock issuances
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32,700 | -- | ||||||
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Net cash provided by (used in) investing activities
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51,025 | (34,715 | ) | |||||
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Net change in cash and cash equivalents
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(31,544 | ) | (52,130 | ) | ||||
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Cash, beginning of period
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33,493 | 87,052 | ||||||
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Cash, end of period
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$ | 1,949 | $ | 34,922 | ||||
See Accompanying Notes to Unaudited Consolidated Financial Statements
7
TBC GLOBAL NEWS NETWORK, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF BUSINESS
The accompanying unaudited consolidated financial statements of TBC Global News Network, Inc., a Nevada Corporation (“Company”), have been prepared in accordance with Securities and Exchange Commission (“SEC”) requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-K of the Company for the year ended December 31, 2009.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2010, and the results of operations and cash flows for the three and nine months then ended. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. All common stock share numbers reflect the 1 for 10,000 reverse split of the Company’s common stock on April 9, 2009.
In November 2008, the Company halted its previous operations of providing online movie (also referred to as a “DVD”) and video game rentals to subscribers through its Internet website, www.gameznflix.com .
On May 7, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State. This amendment changed the name of the Company to TBC Global News Network, Inc. This corporate action had previously been approved by consent of a majority of the outstanding shares of common stock of the Company. As of July 30, 2009, the new trading symbol for the Company is “TGLN.”
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: TBC Today, Inc., Naturally Safe Technologies, Inc., GameZnFlix Entertainment, Inc., and GameZnFlix Racing and Merchandising, Inc. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated.
During the first quarter of 2010, the Company ceased its prior operations of producing video news, business profiles, and television advertisements.
On March 19, 2010, the Company entered into a Purchase and Sale Agreement (“Agreement”) with Sterling Yacht Sales, Inc., and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. Under the terms of this agreement, Sterling Yacht Sales, Inc. became a wholly owned subsidiary of the Company effective in the second quarter of 2010. See Note 8.
8
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
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 revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Cash and Cash Equivalents.
The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2010.
Income Taxes.
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.
At March 31, 2010, the Company has net operating loss carry-forwards totaling approximately $74,905,000. The carry-forwards begin to expire in fiscal year 2017. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company's net operation loss and credit carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three year period.
9
Impairment of Long-Lived Assets.
In accordance with Accounting Standards Codification (“ASC”) Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.
Net Income (Loss) Per Share.
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2010 and 2009. During March 31, 2010 and 2009, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 3 and 3, respectively.
Stock-Based Compensation.
Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.”
Recent Pronouncements.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued new guidance to improve disclosures about fair value measurements. This new guidance requires the following:
Effective with the first quarter of 2010, additional disclosures will be required regarding the reporting of transfers of fair value information between the three levels of the fair value hierarchy (i.e., Levels 1, 2 and 3).
Effective with the first quarter of 2011, companies will need to present purchases, sales, issuances and settlements whose fair values are based on unobservable inputs on a gross basis.
Other than requiring enhanced fair value disclosures, the Company does not expect its adoption of this guidance will have a material impact on its consolidated financial statements.
10
NOTE 3 – DVD AND VIDEO GAME LIBRARIES
DVD and video game libraries as of March 31, 2010 and December 31, 2009 consisted of the following:
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March 31, 2010
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December 31, 2009
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DVD and video game libraries
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$ | 7,643,907 | $ | 7,643,907 | ||||
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Less accumulated amortization
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(7,643,907 | ) | (7,643,907 | ) | ||||
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DVD and video game libraries, net
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$ | -- | $ | -- | ||||
NOTE 4 – FIXED ASSETS
Fixed assets as of March 31, 2010 and December 31, 2009 consisted of the following:
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March 31, 2010
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December 31, 2009
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Computers and software
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$ | 297,902 | $ | 297,902 | ||||
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Furniture and fixtures
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88,461 | 88,461 | ||||||
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Vehicles
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173,515 | 173,515 | ||||||
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Office building
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209,579 | 209,579 | ||||||
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769,457
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769,457 | |||||||
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Less accumulated depreciation
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(675,599 | ) | (651,930 | ) | ||||
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Fixed assets, net
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$ | 93,858 | $ | 117,527 | ||||
NOTE 5 – FILM LIBRARY
Film library at March 31, 2010 and December 31, 2009 consisted of various films acquired through 2006. The Company amortizes the film library over the estimated useful life of eight years. The film library consisted of the following:
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March 31, 2010
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December 31, 2008
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Film library
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$ | 1,572,750 | $ | 1,572,750 | ||||
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Less accumulated amortization
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(701,554 | ) | (652,406 | ) | ||||
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Film library, net
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$ | 871,196 | $ | 920,344 | ||||
11
NOTE 6 – CONVERTIBLE DEBENTURES
On November 1, 2006, the Company entered into a convertible debenture totaling $100,000 that matures November 2011, is unsecured and bears an annual interest rate of 4.75%. The convertible debenture is convertible into shares of common stock equal to the principal amount of the debenture being converted multiplied by 110, less the product of the conversion price multiplied by 100 times the dollar amount. The conversion price is based on the lesser of $0.20 per share or 82% of the average of the lowest volume weighted average prices during the 20 trading days prior to the debt holder’s election to convert such unpaid balances. Additionally, the debt holder is entitled to a warrant to purchase 10,000 shares of common stock at an exercise price of $1.09 per share. The debt holder does not have the right and the Company does not have the obligation to convert any portion of the convertible debenture that will cause the debt holder to be a deemed beneficial owner of more than 9.99% of the then outstanding shares of the Company’s common stock.
In accordance with ASC Topic 470, the Company has determined the value of the convertible debenture and the fair value of the detachable warrant issued in connection with this debt. The estimated value of the warrants of $30,667 was determined using the Black-Scholes option pricing model under the following assumptions: life of 1 year, risk free interest rate of 5.15%, a dividend yield of 0% and volatility of 349%. The face amount of the debt of $244,000 was proportionately allocated to the convertible debt and the warrant in the amounts of $216,759 and $27,241, respectively. The value of the note was then allocated between the debt and the beneficial conversion feature, which the entire portion of $216,759 was allocated towards the beneficial conversion feature. The combined total discount is $244,000, which is being amortized over the term of the convertible debt using the effective interest method. As of March 31, 2010, the Company has amortized a total of $167,011.
NOTE 7 – ADVANCE FROM GOLDEN STATE INVESTORS, INC.
An advance from Golden Gate Investors, Inc. (now known as Golden State Investors, Inc.) totaling $376,392 at March 31, 2010 relates to funds advanced to the Company for future exercise of warrants as discussed in Note 6.
NOTE 8 – SUBSEQUENT EVENTS
(a) On April 8, 2010, Company subsidiary, Sterling Yacht Sales, Inc., entered into a Dealer Sales and Service Agreement (“Agreement”) with Forward Ventures GP. DBA Absolute North America (“ANA”). Under the terms of the Agreement, ANA grants to Sterling an exclusive license for the term to distribute, sell and service the boat products of Absolute S.p.A. (Italy) in the territory covering Alabama, Florida, Georgia, South Carolina. The term of the Agreement is for three years. The company’s website is located at: www.absoluteyachts.com.
(b) On April 14, 2010, the Company’s board of directors appointed Glenn W, McMachen as the Company’s Chief Executive Officer, President, and Secretary/Treasurer. He will serve in these positions until the next annual meeting of stockholders or until their successors are duly elected and have qualified. At the present, there is no material plan, contract or arrangement between the Company and Mr. McMachen.
12
(c) On March 19, 2010, the Company entered into a Purchase and Sale Agreement (“Agreement”) with Sterling Yacht Sales, Inc. (“Sterling”), and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. Under the terms of this agreement, the Company acquired 100% of the issued and outstanding common stock of Sterling. In return, the Company issued restricted shares of Company common stock to Sterling’s stockholders in an aggregate amount resulting in an 82.5% ownership of the Company by those individuals. The formal closing of this transaction was on April 28, 2010.
Under the terms of the Agreement, on March 22, 2010 the former Board members, who resigned on March 19, 2010, will each return 50% of their current Company common stock holdings to the Company to be returned to treasury. Thereafter, the former Board members will own the following amounts of common stock of the Company: John Fleming: 76,750,355 shares; Marty Schiff: 51,505,834 shares; and Mark Crist: 50,017,500 shares. These returned shares were actually cancelled on April 28, 2010.
On April 28, 2010, the Company also issued, under the terms of the Agreement, a total of 3,514,042,158 restricted shares of common stock to Glenn W. McMachen, Sr., and Arlene McMachen, one-half to each. The shares were issued upon approval of the Company’s board of directors in connection with the Agreement. On that date, all of the Sterling common stock was delivered to the Company, thereby making Sterling a wholly owned subsidiary of the Company.
As of the second quarter of 2010, the Company, through its Sterling Yacht Sales, Inc. subsidiary, is a dealer/broker of vessels ranging in size from 30 feet and up. The firm is currently licensed to broker vessels and is marketing several yachts ranging in size from 30 feet to 75 ft. though its sales force of experienced yacht brokers. The company is focused on establishing East Coast distribution agreements with yacht manufacturers.
13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following management’s discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with, our unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.
Overview.
During the first quarter of 2010, the Company ceased its prior operations of producing video news, business profiles, and television advertisements.
On March 19, 2010, the Company entered into a Purchase and Sale Agreement (“Agreement”), which became effective on April 28, 2010, with Sterling Yacht Sales, Inc. (“Sterling”), and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. Under the terms of this agreement, Sterling Yacht Sales, Inc. became a wholly owned subsidiary of the Company.
Subsequent to the first quarter of 2010, the Company is, through its Sterling subsidiary, a dealer/broker of vessels ranging in size from 30 feet and up. The firm is currently licensed to broker vessels and is marketing several yachts ranging in size from 30 feet to 75 ft. though its sales force of experienced yacht brokers. The company is focused on establishing East Coast distribution agreements with yacht manufacturers.
Results of Operations.
(a) Revenues.
The Company had gross revenues of $0 for the three months ended March 31, 2010 and 2009. The Company ceased its prior operations during the first quarter of 2010.
(b) Cost of Revenues.
The Company had cost of revenues of $32,770 for the three months ended March 31, 2010 compared to $49,148 for the three months ended March 31, 2009, a decrease of $16,378 or approximately 33%. Cost of revenues decreased as the Company had no current operations but did continued to depreciate the rental library.
(c) Selling, General and Administrative Expenses.
The Company had selling, general and administrative expenses of $58,604 for the three months ended March 31, 2010 compared to $13,989 for the three months ended March 31, 2009, an increase of $44,615 or approximately 319%. The increase in selling, general and administrative expenses was principally due to the Company incurring salaries while closing operations..
14
(e) Professional/Consultant Fees.
The Company had professional fees of $30,000 for the three months ended March 31. 2010 compared to $0 for the three months ended March 31, 2009. The increase in professional fees during the three months ended March 31, 2010 compared to the prior period was primarily a result of increase in accounting fees. Currently there are no outside consultants under agreement with the Company.
(f) Net Loss.
The Company had a net loss of $215,273 for the three months ended March 31, 2010 compared to $101,284 for the three months ended March 31, 2009, an increase of $113,989 or approximately 113%. The increases in net losses are the result of the factors mentioned above. The Company anticipates having a recurring net loss during the remainder of 2010.
Factors That May Affect Operating Results.
The Company is also subject to the following specific factors that may affect its operations:
(a) Any Required Expenditures as a Result of Indemnification Will Result in an Increase in Expenses.
The Company’s bylaws include provisions to the effect that it may indemnify any director, officer, or employee. In addition, provisions of Nevada law provide for such indemnification, as well as for a limitation of liability of directors and officers for monetary damages arising from a breach of their fiduciary duties. Any limitation on the liability of any director or officer, or indemnification of any director, officer, or employee, could result in substantial expenditures being made by the Company in covering any liability of such persons or in indemnifying them.
(b) The Company’s Success Is Largely Dependent on the Abilities of Its Management and Employee.
The Company’s success is largely dependent on the personal efforts and abilities of its senior management. The loss of certain members of the Company’s senior management, including its chief executive officer, could have a material adverse effect on our business and prospects.
(c) Risks and Costs of Complying with Section 404 of the Sarbanes-Oxley Act.
The Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires it to maintain an ongoing evaluation and integration of the internal control over financial reporting. The Company is required to document and test its internal control and certify that it is responsible for maintaining an adequate system of internal control procedures for the year ending December 31, 2009. In subsequent years, the Company’s independent registered public accounting firm will be required to opine on those internal control and management’s assessment of those control. In the process, the Company may identify areas requiring improvement, and the Company may have to design enhanced processes and controls to address issues identified through this review.
15
The Company evaluated its existing control for the year ended December 31, 2009. The Company’s Chief Executive Officer identified material weaknesses in the Company’s internal control over financial reporting and determined that the Company did not maintain effective internal control over financial reporting as of December 31, 2009. The identified material weaknesses did not result in material audit adjustments to the Company’s 2009 financial statements.
The Company cannot be certain that it will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that the Company’s auditors will not have to report a material weakness in connection with the presentation of the Company’s financial statements. If the Company fails to comply with the requirements of Section 404 or if the Company’s auditors report such material weakness, the accuracy and timeliness of the filing of the Company’s annual report may be materially adversely affected and could cause investors to lose confidence in its reported financial information, which could have a negative effect on the trading price of the common stock. In addition, a material weakness in the effectiveness of the Company’s internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce the Company’s ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on the Company’s business, results of operations and financial condition.
Further, the Company believes that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 could be significant. If the time and costs associated with such compliance exceed the Company’s current expectations, its results of operations could be adversely affected.
(d) The Inability to Issue Shares Upon Conversion of Debentures Would Require the Company to Pay Penalties to Golden State Investors, Inc.
If the Company is unable to issue common stock, or fails to timely deliver common stock on a delivery date, the Company would be required to:
|
·
|
pay late payments to Golden State Investors, Inc. (“Golden State”) (formerly known as Golden Gate Investors, Inc.) for late issuance of common stock upon conversion of the convertible debenture, in the amount of $100 per business day after the delivery date for each $10,000 of convertible debenture principal amount being converted or redeemed.
|
|
·
|
at the election of Golden State, the Company must pay Golden State a sum of money determined by multiplying up to the outstanding principal amount of the convertible debenture designated by Golden State by 130%, together with accrued but unpaid interest thereon.
|
16
|
·
|
if ten days after the date the Company is required to deliver common stock to Golden State pursuant to a conversion, Golden State purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Golden State of the common stock which it anticipated receiving upon such conversion (a “Buy-In”), then the Company is required to pay in cash to Golden State the amount by which its total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds the aggregate principal and/or interest amount of the convertible debenture for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full.
|
In the event that the Company is required to pay penalties to Golden State or redeem the convertible debentures held by Golden State, it may be required to curtail or cease operations.
(e) Repayment of Debentures, If Required, Would Deplete Available Capital.
The convertible debenture issued to Golden State is due and payable, with 4¾% interest, three years from the date of issuance, unless sooner converted into shares of common stock. In addition, any event of default could require the early repayment of the convertible debentures at a price equal to 125% of the amount due under the debentures. The Company anticipates that the full amount of the convertible debentures, together with accrued interest, will be converted into shares of common stock, in accordance with the terms of the debenture. If the Company were required to repay the debenture, it would be required to use its limited working capital and/or raise additional funds. If the Company were unable to repay the debentures when required, the debenture holder could commence legal action against it and foreclose on assets to recover the amounts due. Any such action may require the Company to curtail or cease operations.
Operating Activities.
The net cash used in operating activities was $82,569 for the three months ended March 31, 2010 compared to $17,415 for the three months ended March 31, 2009, an increase of $65,154 or approximately 374%. This decrease is attributed to many changes from period to period.
Liquidity and Capital Resources.
As of March 31, 2010, the Company had total current assets of $1,949 and total current liabilities of $3,033,120, resulting in a working capital deficit of $3,031,171. The Company’s cash balance as of March 31, 2010 totaled $1,949. Overall, cash and cash equivalents for the three months ended March 31, 2010 decreased by $32,973.
As of December 31, 2009, the Company had total current assets of $33,493 and total current liabilities of $2,975,890 resulting in a working capital deficit of $2,942,397. The cash balance as of December 31, 2009 totaled $33,493. The cash flow from financing activities for the year ended December 31, 2009 resulted in a positive cash flow of $218,150. Overall, cash and cash equivalents for the year ended December 31, 2009 decreased by $53,559.
17
Net cash provided by financing activities was $51,025 for the three months ended March 31, 2010 compared to cash used in financing activities of $34,715 for the three months ended March 31, 2009, an increase of $85,740 or approximately 247%. This increase resulted primarily from proceeds from stock issuances.
The Company’s current cash balance will not be sufficient to fund its operations for the next twelve months. Therefore, the Company’s continued operations, as well as the full implementation of its business plan will depend upon its ability to raise additional funds through bank borrowings and equity or debt financing in addition to the financing arrangement with Golden State.
In connection with this need for funding, the Company entered into a financing arrangement with Golden State: A Securities Purchase Agreement with Golden State on November 11, 2004 for the sale of (i) $150,000 in convertible debenture and (ii) a warrant to buy 15,000,000 (1,500 post reverse split) shares of common stock. The shares underlying these securities were registered under a Form SB-2 registration statement filed in January 2005.
The warrant is exercisable into 15,000,000 (1,500 post reverse split) shares of common stock at an exercise price of $1.09 ($10,900 post reverse split) per share. As of March 31, 2010, a total of 711 (after the 10,000 to 1 reverse stock split of April 9, 2009) shares were issued related to the warrant providing the Company approximately $7,884,820.
The Company filed another registration statement under Form SB-2 during the first quarter of 2006 related to an amendment of the Securities Purchase Agreement with Golden State in which the debenture was increased to $300,000 and an additional warrant for 15,000,000 (1,500 post reverse split) shares of common stock was issued (also exercisable at $1.09 ($10,900 post reverse split) per share into 20,339,100 (2,034 post reverse split) shares of common stock, providing future funding of approximately $16,350,000). In connection with the increased debenture, $150,000 was disbursed to the Company in January 2006. As of March 31, 2010, 2009, a total of 650 (post reverse split) shares were issued related to this new warrant, providing the Company approximately $7,100,000.
Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of planned product development and marketing efforts, any of which could have a negative impact on business and operating results. In addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require it to:
18
|
·
|
curtail operations significantly;
|
|
·
|
sell significant assets;
|
|
·
|
seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or
|
|
·
|
explore other strategic alternatives including a merger or sale of the Company.
|
To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether cash assets prove to be inadequate to meet the Company’s operational needs, the Company may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing stockholders.
Inflation.
The impact of inflation on costs and the ability to pass on cost increases to the Company’s customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.
Off-Balance Sheet Arrangements.
The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.
Critical Accounting Policies.
The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) non-cash compensation valuation; and (c) impairment of long-lived assets. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results it reports in the financial statements.
19
(a) Use of Estimates in the Preparation of Financial Statements.
The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
(b) Non-Cash Compensation Valuation.
The Company has issued, and intends to issue, shares of common stock to various individuals and entities for management, legal, consulting, and marketing services. These issuances will be valued at the fair market value of the services provided and the number of shares issued is determined, based upon the open market closing price of common stock as of the date of each respective transaction. These transactions will be reflected as a component of consulting and professional fees in the statement of operations.
(c) Impairment of Long-Lived Assets.
Long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.
Forward Looking Statements.
Information in this Form 10-Q contains “forward looking statements” within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-Q, the words “expects,” “anticipates,” “believes,” “plans,” “will” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding the adequacy of cash, expectations regarding net losses and cash flow, statements regarding growth, the need for future financing, dependence on personnel, and operating expenses.
20
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above as well as the risks set forth above under “Factors That May Affect Operating Results.” These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Not applicable.
ITEM 4(T). CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the principal executive officer/principal financial officer, of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by it in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. In addition, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.
21
Inherent Limitations of Control Systems.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company may become party to litigation or other legal proceedings that the Company considers to be a part of the ordinary course of the business. There are no material legal proceedings to report, except as outlined in the last Form 10-K. There are no changes to those legal proceedings as reported in that Form 10-K.
ITEM 1A. RISK FACTORS.
There have been no material changes in the risk factors as previously disclosed in response to Item 1A.of Part I of the Company’s latest Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2010 that were not previously reported
There were no purchases of the Company’s common stock by the Company or its affiliates during the three months ended March 31, 2010.
22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Subsequent Events.
(a) On April 8, 2010, Company subsidiary, Sterling Yacht Sales, Inc., entered into a Dealer Sales and Service Agreement (“Agreement”) with Forward Ventures GP. DBA Absolute North America (“ANA”). See Exhibit 10 to this Form 8-K. Under the terms of the Agreement, ANA grants to Sterling an exclusive license for the term to distribute, sell and service the boat products of Absolute S.p.A. (Italy) in the territory covering Alabama, Florida, Georgia, South Carolina. The term of the Agreement is for three years. The company’s website is located at: www.absoluteyachts.com.
(b) On April 14, 2010, the Company’s board of directors appointed Glenn W, McMachen as the Company’s Chief Executive Officer, President, and Secretary/Treasurer. He will serve in these positions until the next annual meeting of stockholders or until their successors are duly elected and have qualified. At the present, there is no material plan, contract or arrangement between the Company and Mr. McMachen.
(c) On March 19, 2010, the Company entered into a Purchase and Sale Agreement (“Agreement”) with Sterling Yacht Sales, Inc. (“Sterling”), and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. Under the terms of this agreement, the Company acquired 100% of the issued and outstanding common stock of Sterling. In return, the Company issued restricted shares of Company common stock to Sterling’s stockholders in an aggregate amount resulting in an 82.5% ownership of the Company by those individuals. The formal closing of this transaction was on April 28, 2010.
Under the terms of the Agreement, on March 22, 2010 the former Board members, who resigned on March 19, 2010, will each return 50% of their current Company common stock holdings to the Company to be returned to treasury. Thereafter, the former Board members will own the following amounts of common stock of the Company: John Fleming: 76,750,355 shares; Marty Schiff: 51,505,834 shares; and Mark Crist: 50,017,500 shares. These returned shares were actually cancelled on April 28, 2010.
On April 28, 2010, the Company also issued, under the terms of the Agreement, a total of 3,514,042,158 restricted shares of common stock to Glenn W. McMachen, Sr., and Arlene McMachen, one-half to each. The shares were issued upon approval of the Company’s board of directors in connection with the Agreement. On that date, all of the Sterling common stock was delivered to the Company, thereby making Sterling a wholly owned subsidiary of the Company.
23
ITEM 6. EXHIBITS.
Exhibits included or incorporated by reference herein are set forth in the Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TBC Global News Network Inc. | |||
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Date
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By:
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/s/ Glenn W. McMachen, Sr. | |
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Glenn W. McMachen, Sr.,
Chief Executive Officer
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24
EXHIBIT INDEX
|
Number
|
Description
|
|
3.1
|
Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10-KSB filed on April 15, 2003).
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10-KSB filed on April 15, 2003).
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10-KSB filed on April 15, 2003).
|
|
3.4
|
Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (incorporated by reference to Exhibit 3.4 of the Form 10-QSB filed on August 20, 2003).
|
|
3.5
|
Certificate of Amendment to Articles of Incorporation, dated January 26, 2004 (incorporated by reference to Exhibit 3.5 of the Form 10-KSB filed on April 19, 2004).
|
|
3.6
|
Certificate of Amendment to Articles of Incorporation, dated December 16, 2004 (incorporated by reference to Exhibit 3 of the Form 8-K filed on December 21, 2004)
|
|
3.7
|
Certificate of Amendment to Articles of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3 of the Form 8-K filed on July 22, 2005).
|
|
3.8
|
Certificate of Amendment to Articles of Incorporation, dated March 21, 2006 (incorporated by reference to Exhibit 3 of the Form 8-K filed on March 27, 2006).
|
|
3.9
|
Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on January 25, 2000).
|
|
4.1
|
Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on November 30, 2004).
|
|
4.2
|
4 3/4 % Convertible Debenture issued to Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.25 of The Form SB-2 filed on May 5, 2005).
|
|
4.3
|
Warrant to Purchase Common Stock issued in favor of Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on November 30, 2004).
|
25
|
4.4
|
Registration Rights Agreement between the Company and Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed on November 30, 2004).
|
|
4.5
|
Addendum to Convertible Debenture and Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated November 17, 2004 (incorporated by reference to Exhibit 4.4 of the Form 8-K filed on November 30, 2004).
|
|
4.6
|
Addendum to Convertible Debenture and Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated December 17, 2004 (incorporated by reference to Exhibit 4.5 of the Form 8-K/A filed on January 18, 2005).
|
|
4.7
|
Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 6), dated January 28, 2005 (incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed on February 2, 2005).
|
|
4.8
|
Amended and Restated Stock Incentive Plan (Amendment No. 2), dated January 28, 2005 (incorporated by reference to Exhibit 4.2 of the Form S-8 POS filed on February 2, 2005).
|
|
4.9
|
Amended and Restated Stock Incentive Plan (Amendment No. 3), dated April 15, 2005 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on April 18, 2005).
|
|
4.10
|
Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 7), dated July 13, 2005 (incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed on July 21, 2005).
|
|
4.11
|
Amended and Restated Stock Incentive Plan (Amendment No. 4), dated July 13, 2005 (incorporated by reference to Exhibit 4.2 of the Form S-8 POS filed on July 21, 2005).
|
|
4.12
|
2006 Non-Employee Directors and Consultants Retainer Stock Plan, dated January 6, 2006 (incorporated by reference to Exhibit 4.1 of the Form S-8 fled on January 17, 2006).
|
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4.13
|
2006 Stock Incentive Plan, dated January 6, 2006 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on January 17, 2006).
|
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4.14
|
Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated January 17, 2006 (incorporated by reference to Exhibit 4.26 of the Form SB-2 filed on March 30, 2006).
|
26
|
4.15
|
2007 Stock and Option Plan, dated February 1, 2007 (incorporated by reference to Exhibit 4 of the Form S-8 filed on February 14, 2007).
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4.16
|
Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated May 24, 2007 (incorporated by reference to Exhibit 4.35 of the Form 10-K filed on April 15, 2008).
|
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4.17
|
Assignment and Assumption Agreement between Golden Gate Investors, Inc., RMD Technologies, Inc., and the Company, dated May 29, 2007 (incorporated by reference to Exhibit 4.36 of the Form 10-K filed on April 15, 2008).
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4.18
|
Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated June 15, 2007 (incorporated by reference to Exhibit 4.37 of the Form 10-K filed on April 15, 2008).
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4.19
|
Rescission Agreement between Golden Gate Investors, Inc., RMD Technologies, Inc., and the Company, dated September 17, 2007 (incorporated by reference to Exhibit 4.38 of the Form 10-K filed on April 15, 2008).
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4.20
|
2009 Stock and Option Plan, dated April 27, 2009 (incorporated by reference to Exhibit 4 of the Form S-8 filed on April 29, 2009).
|
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4.21
|
Amended and Restated 2009 Stock and Option Plan, dated August 18, 2009 (incorporated by reference to Exhibit 4 of the Form S-8 filed on August 27, 2009).
|
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4.22
|
Amended and Restated 2009 Stock and Option Plan (Amendment No. 2), dated October 2, 2009 (incorporated by reference to Exhibit 4 of the Form S-8 filed on October 9, 2009).
|
|
10.1
|
Consulting Services Agreement between the Company and De Joya & Company, Inc., dated July 9, 2004 (incorporated by reference to Exhibit 10.1 of the Form 10-KSB filed on February 1, 2006).
|
|
10.2
|
Employment Agreement between the Company and Gary Hohman, dated October 1, 2004 (incorporated by reference to Exhibit 10 of the Form 8-K filed on October 8, 2004).
|
|
10.3
|
Consulting Services Agreement between the Company and De Joya & Company, Inc., dated August 1, 2005 (incorporated by reference to Exhibit 10 of the Form 8-K filed on February 1, 2006).
|
|
10.4
|
Employment Agreement between the Company and John J. Fleming, dated September 25, 2005 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on September 28, 2005).
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|
10.5
|
Employment Agreement between the Company and Donald N. Gallent, dated September 25, 2005 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on September 28, 2005).
|
27
|
10.6
|
Services Agreement between the Company and Circuit City Stores, Inc., dated October 4, 2005 (including Exhibit A: Standard Terms and Conditions; and Exhibit C: Test Locations) (excluding Exhibit B: Service and Fee Schedule) (incorporated by reference to Exhibit 10 of the Form 8-K filed on October 6, 2005).
|
|
10.7
|
Amendment #1 to Services Agreement between the Company and Circuit City Stores, Inc., dated December 28, 2005 (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed on January 5, 2006).
|
|
10.8
|
Co-Marketing Agreement between the Company and Circuit City Stores, Inc., dated March 22, 2006 (including Exhibit B: Rollout Schedule) (excluding Exhibit A: Description of Services and Fee Schedule; Exhibit C: GNF Licensed Marks; and Exhibit D: Circuit City Licensed Marks) (incorporated by reference to Exhibit 10 of the Form 8-K filed on March 27, 2006).
|
|
10.9
|
Consulting Services Agreement between the Company and De Joya & Company, Inc., dated August 1, 2006 (incorporated by reference to Exhibit 10 of the Form 8-K filed on March 16, 2007).
|
|
10.10
|
Consulting Services Agreement between the Company and De Joya & Company, Inc., dated August 1, 2007 (incorporated by reference to Exhibit 10.10 of the Form 10-K filed on April 15, 2008).
|
|
10.11
|
Purchase and Sale Agreement between the Company, on the one hand, and Sterling Yacht Sales, Inc., Glenn W. McMachen, Sr., and Arlene McMachen, on the other hand, dated March 19, 2010 (incorporated by reference to Exhibit 10 of the Form 8-K filed on March 24, 2010).
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|
10.12
|
Dealer Sales and Service Agreement between Sterling Yacht Sales, Inc. and Forward Ventures GP. DBA Absolute North America, dated April 8, 2010 (incorporated by reference to Exhibit 10 of the Form 8-K filed on April 20, 2010).
|
|
16.1
|
Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on August 24, 2001).
|
|
16.2
|
Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on March 7, 2002).
|
|
16.3
|
Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on November 5, 2002).
|
|
16.4
|
Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on April 29, 2003).
|
28
|
16.5
|
Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on January 21, 2004).
|
|
16.6
|
Letter on Change in Certifying Accountant, dated January 2, 2006 (incorporated by reference to Exhibit 16 of the Form 8-K filed on January 5, 2006).
|
|
21
|
Subsidiaries of the Company (incorporated by reference to Exhibit 21 of the Form 10-KSB filed on April 1, 2005).
|
|
23
|
Consent of Independent Registered Public Accounting Firm, dated April 14, 2010 (filed herewith).
|
|
31
|
Rule 13a-14(a)/15d-14(a) Certification of Glenn W. McMachen, Sr. (filed herewith).
|
|
32
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Section 1350 Certification of Glenn W. McMachen, Sr. (filed herewith).
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