Attached files
| file | filename |
|---|---|
| EX-32.1 - MARIZYME INC | v228795_ex32-1.htm |
| EX-31.1 - MARIZYME INC | v228795_ex31-1.htm |
| EX-32.2 - MARIZYME INC | v228795_ex32-2.htm |
| EX-31.2 - MARIZYME INC | v228795_ex31-2.htm |
| EX-3.1.2 - MARIZYME INC | v228795_ex3-1x2.htm |
| EX-3.1.1 - MARIZYME INC | v228795_ex3-1x1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 2011
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53223
GBS ENTERPRISES INCORPORATED
(Name of small business issuer in its charter)
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Nevada
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27-3755055
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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302 North Brooke Drive
Canton, GA 30014
(Address of principal executive offices)
(404) 474-7256
Issuer’s telephone number
Securities registered under Section 12(b) of the Exchange Act:
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None
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N/A
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Title of each class
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Name of each exchange on which registered
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)
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 Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. o
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. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of July 15, 2011, there were 23,543,790 shares of common stock, $0.001 par value per share, of the Registrant issued and outstanding.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $776,995 based on a closing sale price of $0.06 per share at September 30, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended March 31, 2011 filed with the Securities and Exchange Commission on July 14, 2011 (the “Original Filing”) to include in the Company’s Consolidated Statements of Operations the Company’s (i) Net earnings (loss) per share, basic and diluted and (ii) Weighted average number of common stock shares outstanding, basic and diluted. Such disclosures were inadvertently omitted in the Original Filing’s Financial Statements.
We are also filing Exhibits 3.1.1 and 3.1.2 which were inadvertently omitted from the Original Filing and refiling Exhibits 31.1, 31.2, 32.2 and 32.2 amended to reflect this Amendment No. 1.
The remaining disclosures made in the Original Filing remain unchanged and are incorporated by reference herein.
Item 8. Financial Statements and Supplementary Data
GBS ENTERPRISES INCORPORATED
Financial Statements
March 31, 2011
K. R. MARGETSON LTD.
Chartered Accountant
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331 East 5th Street
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Tel 604.929.0819
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North Vancouver BC
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Fax: 1.877.874.9583
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V7L 1M1
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keith@krmargetson.com
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Canada
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
GSB Enterprises Incorporated:
I have audited the consolidated balance sheet of GSB Enterprises Incorporated. and its subsidiaries as of March 31, 2011 and 2010 and the related consolidated statements of operation, equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I did not audit the financial statements of GROUP Business Software AG, a 50.1 per cent owned subsidiary, which statements reflect total assets and revenues constituting 80 percent and 100 percent, respectively, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to me, and my opinion, insofar as it relates to the amounts included for GROUP Business Software AG, is based solely on the report of the other auditors.
I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit and the report of the other auditors provide a reasonable basis for my opinion.
In my opinion, based on my audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GSB Enterprises Ltd. as of March 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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“K. R. MARGETSON LTD.”
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North Vancouver BC
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Chartered Accountant
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July 14, 2011
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Company _GROUP Business Software AG, Eisenach
Standard Auditors Opinion
I have audited the attached GROUP Business Software Fiscal Year-end Reporting. These financial statements are the responsibility of the Company’s management.
My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the German GAAP. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
These financial statements have been prepared to be used for the purpose of compiling the consolidated financial statements of GROUP Business Software and, accordingly, they state the assets, liabilities, shareholders' equity, revenues and expenses of the Company as adjusted for that purpose. The financial statements have not been prepared for use by other parties and may not be appropriate for such use.
In my opinion, the financial statements referred to above present fairly, in all material respects, for the purpose described above, the financial position of the Company as of December 31, 2010 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles.
Restrictions:
There are no restrictions to the Audit Report.
Additional matters for information
There are no additional matters to report.
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23rd March 2011
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Date
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gez. Dr. Winfried Heide
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Auditor (signature)
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Dr. Winfried Heide WP/StB
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Comeniusstraße 32
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01307 Dresden
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Audit Company:
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Company _GROUP Business Software AG, Eisenach
Standard Auditors Opinion
I have audited the attached GROUP Business Software Fiscal Year-end Reporting. These financial statements are the responsibility of the Company’s management.
My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the German GAAP. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
These financial statements have been prepared to be used for the purpose of compiling the consolidated financial statements of GROUP Business Software and, accordingly, they state the assets, liabilities, shareholders' equity, revenues and expenses of the Company as adjusted for that purpose. The financial statements have not been prepared for use by other parties and may not be appropriate for such use.
In my opinion, the financial statements referred to above present fairly, in all material respects, for the purpose described above, the financial position of the Company as of December 31, 2009 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles.
Restrictions:
There are no restrictions to the Audit Report.
Additional matters for information
There are no additional matters to report.
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16th April 2010
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Date
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gez. Dr. Winfried Heide
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Auditor (signature)
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Dr. Winfried Heide WP/StB
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Comeniusstraße 32
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01307 Dresden
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Audit Company:
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GBS Enterprises Incorporated
Consolidated Balance Sheets
March 31, 2011 and 2010
(Audited)
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2011
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2010
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|||||||
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$
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$
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|||||||
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Assets
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||||||||
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Current Assets
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||||||||
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Cash and cash equivalents (Note 5)
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8,530,864 | 1,744,965 | ||||||
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Accounts receivable (Note 6)
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5,698,320 | 2,821,958 | ||||||
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Inventories (Note 2)
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- | 114,172 | ||||||
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Deferred tax assets
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- | 12,284 | ||||||
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Prepaid expenses (Note 7)
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1,423,281 | 1,550,634 | ||||||
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Assets held for sale (Note 8)
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1,981,887 | 332,812 | ||||||
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Other receivables (Note 9)
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- | 12,372,600 | ||||||
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Total current assets
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17,634,353 | 18,949,425 | ||||||
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Property, plant and equipment (Note 10)
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298,497 | 275,856 | ||||||
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Financial assets (Note 11)
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1,369,454 | 475,845 | ||||||
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Deferred tax assets (Note 12)
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1,136,135 | 4,968,740 | ||||||
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Goodwill (Note 13)
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39,688,966 | 35,767,273 | ||||||
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Software (Note 14)
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16,514,894 | 13,028,818 | ||||||
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Other assets (Note 15)
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223,630 | 175,900 | ||||||
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Total non-current assets
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59,231,576 | 54,692,432 | ||||||
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Total assets
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76,865,928 | 73,641,857 | ||||||
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Liabilities and shareholders' equity
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Current liabilities
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||||||||
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Notes payable (Note 16)
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1,440,295 | - | ||||||
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Liabilities to banks (Note 17)
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50,324 | 83,793 | ||||||
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Accounts payables and accrued liabilities (Note 18)
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4,972,833 | 3,532,004 | ||||||
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Other liabilities (Note 19)
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3,674,073 | 1,982,916 | ||||||
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Deferred income (Note 20)
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6,208,458 | 5,919,527 | ||||||
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Liabilities held for sale (Note 21)
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- | 2,013,729 | ||||||
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Total current liabilities
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13,416,181 | 13,531,969 | ||||||
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Notes payable
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- | 1,549,490 | ||||||
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Liabilities to banks (Note 22)
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780,277 | 3,231,405 | ||||||
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Deferred tax liabilities (Note 23)
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878,450 | 926,357 | ||||||
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Retirement benefit obligation (Note 24)
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153,962 | 150,276 | ||||||
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Other liabilities (Note 25)
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6,127,373 | 4,426,326 | ||||||
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Total non-current liabilities
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7,940,061 | 10,283,853 | ||||||
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Total liabilities
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24,286,045 | 23,815,823 | ||||||
See Accompanying Notes
GBS Enterprises Incorporated
Consolidated Balance Sheets
March 31, 2011 and 2010
(Audited)
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2011
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2010
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|||||||
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$
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$
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|||||||
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Shareholders' equity
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||||||||
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Common stock (Note 26)
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22,544 | 16,500 | ||||||
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Additional paid in capital
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33,894,661 | 27,221,755 | ||||||
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Retained earnings
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(174,959 | ) | 1,642,728 | |||||
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Other comprehensive income
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(13,639 | ) | 130,419 | |||||
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Total shareholders' equity
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33,728,607 | 29,011,403 | ||||||
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Noncontrolling interest in subsidiaries
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18,851,277 | 20,814,631 | ||||||
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Total equity and liabilities
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76,865,928 | 73,641,857 | ||||||
See Accompanying Notes
GBS Enterprises Incorporated
Consolidated Statements of Operations
For the years ended March 31, 2011 and 2010
(Audited)
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2 0 1 1
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2 0 10
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|||||||
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$
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$
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|||||||
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Net sales
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27,707,226 | 31,584,732 | ||||||
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Cost of goods sold
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14,082,494 | 11,323,991 | ||||||
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Gross profit
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13,624,731 | 20,260,741 | ||||||
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Operating expenses
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||||||||
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Selling expenses
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10,610,545 | 13,847,697 | ||||||
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Administrative expenses
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3,853,532 | 4,481,893 | ||||||
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General expenses
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1,453,961 | 703,129 | ||||||
| 15,918,290 | 19,032,719 | |||||||
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Operating income
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(2,293,558 | ) | 1,228,022 | |||||
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Other Income (expense)
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||||||||
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Other Income (expense)
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2,393,821 | 454,486 | ||||||
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Interest income
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16,804 | 44,626 | ||||||
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Interest expense
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(471,282 | ) | (263,590 | ) | ||||
| 1,939,343 | 235,522 | |||||||
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Income (loss) before income taxes
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(354,215 | ) | 1,463,544 | |||||
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Income tax expense
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3,283,091 | 44,106 | ||||||
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Net income (loss)
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(3,637,306 | ) | 1,419,438 | |||||
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Net income (loss) attributable to non controlling interest
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(1,963,354 | ) | 710,605 | |||||
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Net income (loss) attibutable to shareholders
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(1,817,687 | ) | 708,833 | |||||
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Other comprehensive income (loss)
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(144,059 | ) | 38,626 | |||||
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Comprehesive income (loss) attributed to shareholders
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(1,961,746 | ) | 747,458 | |||||
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Net earnings (loss) per share, basic and diluted
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(0.118 | ) | 0.045 | |||||
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Weighted average number of common stock shares outstanding, basic and diluted
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16,566,236 | 16,500,000 | ||||||
See Accompanying Notes
GBS Enterprises Incorporated
Consolidated Statements of Equity
For the period from April 1,2009 to March 31, 2011
(Audited)
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Common Stock
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||||||||||||||||||||||||||||
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Shares
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Amount
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Additional
Paid in Capital
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Accumulated
Other
Comprehensive
Income (Loss)
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Accumulated
Deficit
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Equity
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Equity
attributable to
noncontrolling
interests
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||||||||||||||||||||||
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$
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$
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$
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$
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$
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$
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|||||||||||||||||||||||
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Balance April 1, 2009
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16,500,000 | 16,500 | 27,221,755 | 91,794 | 933,895 | 28,263,944 | 20,104,026 | |||||||||||||||||||||
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Net income for the year ended March 31, 2010
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- | - | - | 38,626 | 708,833 | 747,458 | 710,605 | |||||||||||||||||||||
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Balance, March 31, 2010
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16,500,000 | 16,500 | 27,221,755 | 130,419 | 1,642,728 | 29,011,403 | 20,814,631 | |||||||||||||||||||||
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Shares issued for cash
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6,044,000 | 6,044 | 6,672,906 | - | - | 6,678,950 | - | |||||||||||||||||||||
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Net loss for the year ended March 31, 2011
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- | - | - | (144,059 | ) | (1,817,687 | ) | (1,961,746 | ) | (1,963,354 | ) | |||||||||||||||||
| 22,544,000 | 22,544 | 33,894,661 | (13,639 | ) | (174,959 | ) | 33,728,607 | 18,851,277 | ||||||||||||||||||||
See Accompanying Notes
GBS Enterprises Incorporated
Consolidated statements of Cash Flows
For the Years Ended March 31, 2011 and 2010
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2011
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2010
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|||||||
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$
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$
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|||||||
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Cash flow from operating activties
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||||||||
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Net income (loss) for the year
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(3,637,306 | ) | 1,419,438 | |||||
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Adjustments
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||||||||
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Deferred income taxes
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3,239,283 | (73,651 | ) | |||||
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Depreciation and amortization
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4,036,047 | 2,893,795 | ||||||
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Minority interest losses
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(9,188 | ) | (714 | ) | ||||
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Changes in operating assets and liabilities
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||||||||
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Accounts receivable and other assets
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(5,310,427 | ) | 1,959,103 | |||||
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Retirement benefit obligation
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14,730 | 6,696 | ||||||
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Inventories
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- | (9,374 | ) | |||||
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Accounts payable and other liabilities
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3,440,602 | (2,804,075 | ) | |||||
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Net cash provided by operating activities
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1,773,742 | 3,391,219 | ||||||
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Cash flow from investing activties
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||||||||
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Purchase of intangible assets
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(3,865,982 | ) | (4,566,331 | ) | ||||
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Purchase of property, plant and equipment
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(161,037 | ) | (479,398 | ) | ||||
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Purchase of subsidiaries
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(251,751 | ) | - | |||||
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Proceeds from sale of subsidaries
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5,052,424 | - | ||||||
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Purchase of financial assets
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- | 42,851 | ||||||
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Net cash used in investing activities
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773,655 | (5,002,878 | ) | |||||
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Cash flow from financing activties
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||||||||
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Net borrowings - banks
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(2,221,567 | ) | 739,183 | |||||
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other borrowings
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80,232 | - | ||||||
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Capital paid-in
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6,678,950 | - | ||||||
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Net cash used in financing activities
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4,537,615 | 739,183 | ||||||
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Effect of exchange rate changes on cash
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(299,113 | ) | 151,108 | |||||
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Net increase in cash
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6,785,899 | -721,368 | ||||||
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Cash and cash equivalents - Beginning of the year
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1,744,965 | 3,589,838 | ||||||
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Reclassification to Assets held for sale
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- | (1,123,505 | ) | |||||
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Cash and cash equivalents - End of year
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8,530,864 | 1,744,965 | ||||||
See Accompanying Notes
Item 15. Exhibits, Financial Statement Schedules
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No.:
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Description:
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3.1
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Articles of Incorporation [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
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3.1.1*
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Certificate of Amendment to Articles of Incorporation, effective September 6, 2010
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3.1.2*
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Certificate of Amendment to Articles of Incorporation, effective November 22, 2010
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3.2
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Bylaws [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
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10.1
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Subsidiary Stock Purchase Agreement, dated September 21, 2009, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
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10.2
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Asset Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Lotus Holdings Limited [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.3
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Non-Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.4
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Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.5
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Subsidiary Stock Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.6
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and LVM Landwirtschaftlicher Versicherungsverein AG [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.7
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Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and MPire Capital City [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.8
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Stone Mountain Ltd. [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.9
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Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and Tuomo Tilman [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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|
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10.10
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and vbv Vitamin B Venture GmbH [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.11
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Jyrki Salminen [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.12
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and Delta Consult LP [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
|
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10.13
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and GAVF LLC [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
|
|
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10.14
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and K Group [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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31.1*
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
|
|
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31.2*
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
|
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32.1*
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Section 1350 Certification of Principal Executive Officer
|
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32.2*
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Section 1350 Certification of Principal Financial and Accounting Officer
|
*Filed herewith.
SIGNATURES
Pursuant to the requirements of 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, thereunto duly authorized.
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GBS ENTERPRISES INCORPORATED
|
||
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By:
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/s/ JOERG OTT
|
|
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Joerg Ott
|
||
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President, Chief Executive Officer and Director
|
||
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(Principal Executive Officer)
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||
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Date: July 15, 2011
|
||
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:
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Signature
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Title
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Date
|
||
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/s/ JOERG OTT
|
President, Chief Executive Officer and Director
|
July 15, 2011
|
||
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Joerg Ott
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(Principal Executive Officer)
|
|||
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/s/ RONALD J. EVERETT
|
Chief Financial Officer
|
July 15, 2011
|
||
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Ronald J. Everett
|
(Principal Financial and Accounting Officer)
|
|||
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/s/ GARY MACDONALD
|
Executive Vice President and Chief Development Officer
|
July 15, 2011
|
||
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Gary MacDonald
|
|
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