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EX-33 - POR 360 VIANSA - 360 GLOBAL WINE COporviansa.htm
EX-34 - POR 360 GLOBAL - 360 GLOBAL WINE COporglobal.htm
 

 

UNITED STATES
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 September 30, 2008.
 

or

 

[_] 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:

 

0001124019

360 Global Investments

(Exact name of registrant as specified in its charter)

_____________________

 

Nevada   93-0231440

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

     
8439 Sunset Blvd, Suite 402, West Hollywood   90069
(Address of principal executive offices)   (Zip Code)

(310) 777 8889

(Registrant’s telephone number, including area code)

360 Global Wine Co

(Former name or former address and former fiscal year, if changed since last report)

_________________

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  [_]    No  [x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  [_]    No  [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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated  filer [_]
 
Non-accelerated filer [_]  (Do not check if a smaller reporting company) Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  [_]    No  [x]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  [_]    No  [x]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,619,389

 
1
 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 26
Item 4T. Controls and Procedures  

PART II — OTHER INFORMATION

Item 1. Legal Proceedings 27
Item 1A. Risk Factors 27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Mine Safety Disclosures 28
Item 5. Other Information 28
Item 6. Exhibits 28

 

2
 

360 Global Investments and Subsidiaries

Consolidated Balance Sheet

September 30, 2008 and December 31, 2007

 

ASSETS
           
    September 30, 2008     December 31, 2007
    (Unaudited)     (Audited)
           
Current assets:        
Cash $ 250,000   $ 0
Total current assets   250,000     0
           
Assets held-for-sale   0     250,000
           
Total assets $ 250,000    $ 250,000

 

 

 

 

 

 

3
 

  

360 Global Investments and Subsidiaries

Consolidated Balance Sheet

September 30, 2008 and December 31, 2007

 

 

LIABILITIES
           
    September 30, 2008     December 31, 2007
    (Unaudited)     (Audited)
           
Accrued legal fees related to bankruptcy $   $250,000    $ 250,000 
           
           
Total current liabilities   250,000      250,000 
           
Total liabilities   250,000      250,000 
           
EQUITY          
Stockholders' equity:          
Common stock, $.001 par value, 100,000,000 shares authorized, 8,619,389 shares issued and outstanding as of September 30, 2008 and December 31, 2007.   8,619      8,619 
Additional paid-in capital   61,422,689      61,422,689 
Accumulated deficit   (61,431,308)     (61,431,308)
Total stockholders' equity      
           
Total liabilities and stockholders' equity $ 250,000    $ 250,000 

 

 

 

4
 

360 Global Investments and Subsidiaries

Consolidated Statements of Operations

For the Three Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

 

   For the Three-Month Period Ended  For the Nine-Month Period Ended
   September 30, 2008  September 30, 2007  September 30, 2008  September 30, 2007
             
Revenues  $0   $0   $0   $0 
Cost of goods sold   0    0    0    0 
Gross profit   0    0    0    0 
                     
Operating expenses from continuing operations:                    
Sales and marketing   0    91,777    0    91,777 
General and administrative   0    696,791    0    1,004,920 
Legal fees   0    0    0    0 
Employee stock compensation expense   0    0    0    140,000 
Total operating expenses   0    788,568    0    1,236,697 
                     
Profit / (loss) from continuing operations   0    (788,568)   0    (1,236,697)
                     
Other expense from continuing operations:                    
Interest expense   0    0    0    0 
Interest expense - original issue discount accretion   0    0    0    0 
Interest expense - derivative financial instruments   0    0    0    0 
Total interest expense   0    0    0    0 
Gain / (loss) on financial instrument derivatives   0    0    0    0 
Extraordinary expense                    
Other (Income) Expense   0    0    0    0 
Total other income (expense) from continuing operations   0    0    0    0 
Income (loss) from continuing operations   0    (788,568)   0    (1,236,697)
Discontinued operations:                    
Loss from discontinued operations   0    (3,687,126)   0    (5,274,580)
Loss on disposal of discontinued operations   0    0    0    0 
Loss on discontinued operations   0    (3,687,126)   0    (5,274,580)
Net income (loss)  $0   $(4,475,694)  $0   $(6,511,277)

 

 

5
 

 

360 Global Investments and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

  For the Six-Month Period Ended
  September 30, 2008   September 30, 2007
           
Cash flows from operating activities:      
Net Income (Loss) $ 0   $ (6,511,277)
Net loss from discontinued operations   0     (5,274,580)
Net loss from continuing operations   0     (1,236,697)
Adjustments to reconcile net loss to cash provided by (used in) continuing operating activities:          
Depreciation and amortization   0    
Securities issued for services   0     140,000 
Loss on financial instrument derivatives   0    
Adjustments to net income of continuing operating activities   0     140,000 
           
Decrease (increase) in assets:          
Accounts receivable   0    
Inventories   0    
Prepaid expenses   0    
Other assets   0    
Increase (decrease) in liabilities:          
Accrued Interest   0    
Deferred Revenue   0    
Accounts payable-trade   0    
Accrued expenses   0    
Cash used by continuing operations   0     (1,096,697)
Cash flows used in investing activities:          
Additions of Equipment   0    
Cash from sale of property   250,000    
Cash used in investing activities   250,000    
           
Cash flows provided by (used in) financing activities:          
Sale of common stock   0    
Proceeds from notes payable   0    
Payment on notes payable   0    
Payment on notes payable in default   0    
Repayment of note payable not representing unamortized discount   0    
Cash flow provided by continuing operations financing activities   0    
           
Cash flows provided by discontinued operations:          
Cash flows from operating activities   0     (2,789,100)
Cash flows from investing activities   0     (414,470)
Cash flows from financing activities   0     4,232,424 
Cash provided by discontinued operations   0     1,028,854 
           
Net increase (decrease) in cash   250,000     (67,843)
Cash at beginning of period   0     148,810 
Cash at end of period $ 250,000   $ 80,967 

 

6
 

 

360 Global Investments and Subsidiaries

Consolidated Statements of Shareholders' Equity (Deficit)

For the Periods Ended September 30, 2008 (Unaudited)

and December 31, 2007 (Audited)

 

 

          Additional        
  Common Stock   Paid-In   Accumulated    
  Shares   Stock   Capital   Deficit   Total
                   
                             
Balance, December 31, 2006   8,484,103   8,484   $ 60,949,323   $ (97,731,424)   $ (36,773,617)
                             
Shares issued to employees as compensation   40,000     40     139,960           140,000 
Shares issued in connection with debt instruments   86,286     86     301,915           302,001 
Shares issued in exchange for interest payments   9,000     9     31,491           31,500 
Net income (loss)                     36,300,116      36,300,116 
                             
Balance, December 31, 2007   8,619,389     8,619     61,422,689     (61,431,308)    
 Net income (loss)                        
Balance, September 30, 2008   8,619,389 $   8,619   $ 61,422,689   $ (61,431,308)   $

 

 

 

 

 

7
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

 

Description of Business

 

360 Global Investments (“we,” “us” “360”, "360 Global", the "Debtor" or the “Company”) is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.

 

360 Global has invested in or plans to invest in the following industries:

 

• Alcoholic beverage brands focused in the wine category;

• Mining, mineral extraction, and processing;

• Biotechnology and medical diagnostic technology and systems;

• Oil and Gas exploration, production, and distribution;

• Residential Real Estate;

• Aviation and aircraft manufacturing;

• Investment banking services;

• Financial Services;

• Stock brokerage and Money Management;

• Entertainment and Media;

• Formula One Racing;

• Spectator Events-Aircraft and Rocket Racing;

• Film and Television Production;

• Music Production and Distribution;

• Broadcast Media;

• Vacation Properties;

• Timeshare Properties and Property Management;

• Energy Market;

• Electricity Trading and Marketing to commercial and residential customers.

 

Pursuant to the 360 Viansa Plan of Reorganization (“Viansa Plan”, "Viansa POR") - as approved by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) on December 2007, 360 Viansa ("Viansa", "360 Viansa") and the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) were sold.

 

Viansa was sold to Laurus Master Fund, Ltd. (“Laurus”) in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt.

 

Pursuant to the Viansa Plan, on March 27, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000. This residual interest of $250,000 has been provided for in the year-end 2007 financials, since it had been provided for in the Viansa Plan. Therefore, this transaction does not affect the 2008 numbers. The confirmed Viansa Plan is attached as Exhibit 33.1.

 

On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by United States Bankruptcy Court for the District of Nevada and can be found as Exhibit 34.1 to this document.

 

As described in this Global Plan, the Company’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system.

 

8
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

 

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31, 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

10K annual report and audit for the year ended December 31, 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31, 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31, 2011

10Q for the 1st quarter of 2012

10Q for the 2nd quarter of 2012

10Q for the 3rd quarter of 2012

 

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors.

 

As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

 

The subsequent 2009 global recession caused delays in the first and second activities.

 

Basis of Presentation

 

The unaudited, condensed consolidated financial statements included herein have been prepared by 360 Global, and reflect, in the opinion of management, all adjustments necessary to present fairly the financial information for the Company. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles (“GAAP”). These condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007. Results of operations for interim periods are not necessarily indicative of annual results for the year ended December 31, 2008.

 

On March 7, 2007 (the “Petition Date”), 360 Global and its wholly owned subsidiary Viansa filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. It is not possible to predict the outcome of the Chapter 11 proceedings or their effect on our business. On December 21, 2007, Viansa’s Plan was confirmed by the Bankruptcy Court. As of December 31st 2007, all lawsuits and liabilities were settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

On October 29, 2007, the Viansa Plan was confirmed by the Bankruptcy Court. The Viansa Plan can be found as Exhibit 33.1 to this 10-Q. On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Global Plan can be found as Exhibit 34.1 to this 10-Q.

 

9
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of consolidated entities since their respective dates of acquisition. All significant inter-company amounts have been eliminated. These condensed consolidated financial statements do not include the financial statements of Kirkland Knightsbridge, LLC (a California limited liability corporation) (“KKLLC”) and Springer Mining Company as the Company in May 2006 and then in June 2006 elected to treat the joint venture and then the subsidiary as a discontinued operations.

 

 

Use of Estimates and Assumptions

 

Preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.

 

The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates are the valuation of financial instrument derivatives and the related original issue discount and beneficial conversion features identified in the issuance of convertible debt instruments, the valuation of the net assets of discontinued operations, the valuation of Company issued securities used as employee compensation and for services, the valuation of securities used in business acquisitions, the allocation of the purchase price in business combinations, the determination of the allowance for uncollectible accounts receivable, the valuation reserve for inventories, and the valuation reserve for the deferred income tax asset The Company's estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from the Company's estimates.

 

 

Revenue Recognition

 

Historically, the Company’s primary streams of revenue include the sale and disposal of investments as well as revenue from operations. Revenues from operations included:

 

Special events

Retail sales

Catalog sales

E-commerce sales

Wine club sales 

 

Revenue is recognized for these income streams when product is shipped FOB winery. The cost of price promotions, rebates and coupon programs are treated as reductions in revenues. Revenue from items sold through the Company’s retail locations is recognized at the time of sale, including commission sales. The costs of commissions are treated as reductions of revenues. No Company products are sold on consignment. Because the Winery was sold in December 2007 under the Viansa Plan, all 2007 revenue is included in discontinued operations. There was no revenue in 2008.

 

10
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

Cost of Goods Sold

 

In 2007 the types of costs the Company included in cost of goods sold for its wine products are raw materials, packaging materials, vinting costs, plant administrative support and overhead subject to inclusion in inventory, and freight and warehouse costs (including distribution network costs) for the winery operations. Distribution network costs include inbound freight charges and outbound shipping and handling costs, purchasing and receiving costs, inspection costs, warehousing, and internal transfer costs. Cost of goods sold in 2007 was included in discontinued operations.

 

Selling, General and Administrative Costs

 

Costs included in selling and general and administrative expenses consist predominately of advertising, promotion, and non-manufacturing administrative overhead costs. General and administrative costs associated with the winery are included in discontinued operations. General and administrative costs of the parent remain in continuing operations.

 

Advertising Costs

 

Advertising costs are included in selling, general and administrative costs. Advertising costs for the three-month and nine-month periods ended September 30, 2008 were $0. Advertising costs for the same period in 2007 were immaterial. 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.

  

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company extended credit to the customer based on evaluation of the individual customer's financial condition and collateral is not required. Accounts receivable - trade are due within 30 to 45 days and are stated at the anticipated amounts due from customers net of an allowance for doubtful accounts. Accounts receivable - trade, net, amounted $0 at September 30, 2008 and reflected a $0 allowance for doubtful accounts. Accounts outstanding beyond the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable - trade are beyond the contractual payment terms, the Company's previous loss history and the customer's current ability to pay its obligation to the Company. The Company writes-off accounts receivable when they are identified as uncollectible. Subsequent cash receipts on such written-off receivables are credited to the allowance for doubtful accounts. 

 

Fair Value of Financial Instruments

 

The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, other current and accrued liabilities, as reported on the balance sheet, are considered to approximate their fair value given the short-term maturity and/or the liquidity of these financial instruments. Notes payable and convertible notes payable have been recorded at their fair value based upon the Company’s recognition of the notes payable and convertible notes payable net of related original issue discount (“OID”) and beneficial conversion features ("adjustments"). This OID results from warrants and embedded beneficial conversion features related to the debt instruments. The Company recognized financial instrument derivatives at the time of issuance. The accretion of OID is recognized as an expense over the initial life of the convertible promissory note as an adjustment of the effective interest rate. Financial instrument derivatives related to debt transactions are initially recorded at their fair value. The stock value guarantee is recorded at the maximum face value of the guarantee.

 

11
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

Inventories

 

Bulk wine and cased wine goods are stated at the lower of average cost, which approximates first-in, first-out (“FIFO”) method, or market value. Inventories of supplies are stated at the lower of FIFO cost. Costs associated with the current year’s unharvested grape crop are deferred and recognized in the subsequent year when the grapes are harvested.

 

Wine inventories are classified as current assets in accordance with recognized trade practice although some products will not be sold within one year. Each specific grape crop harvested is pressed into a single production unit ("vintage"). However, each vintage is not sold entirely in a single year. Inventories of each year's vintage are normally carried over and sell for several years after their initial pressing. 

Property, Vineyards, Plant and Equipment

 

Property, vineyards, plant and equipment are stated at historical cost net of accumulated depreciation. Depreciation and amortization expenses are computed using the straight-line method over the estimated lives of the related assets, as follows:

 

    Years
Land improvements     25
Vineyards     25
Buildings     40
Cooperage     40
Equipment     3 - 7

 

Costs incurred in developing vineyards and related interest costs are capitalized until the vineyards become commercially productive. Routine maintenance and repairs are charged as period operating costs as incurred. The costs of significant improvements are capitalized. Gains or losses on the disposition of assets are included in operations in the period of asset disposition.

 

The assets held-for-sale are removed from property, vineyards, plant and equipment classification and shown separately on the balance sheet at their fair value (anticipated sales price less the cost to sell). The assets held-for-sale as of September 30, 2007 are valued at $10,524,269. The fair values that are less than the recorded net book value of the assets at the time they are identified are charged to operations and no further depreciation is recognized.

 

Long-lived assets, including property, vineyards, plant and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If impairment is indicated, the carrying values of the assets are reduced to its fair value.

 

Accounting for Stock-Based Employee Compensation

 

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), “Share-Based Payment.” This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123(R) requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006, using the modified prospective method and, accordingly, has not restated the consolidated statements of operations for periods prior to January 1, 2006. Under SFAS No. 123(R), the Company is required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. As permitted under SFAS No. 123(R), the Company elected to recognize compensation cost for all options with graded vesting on a straight-line basis over the vesting period of the entire option.

 

12
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

Prior to January 1, 2006, we accounted for stock-based compensation, as permitted by FASB Statement No. 123, "Accounting for Stock-Based Compensation,” under the intrinsic value method described in Accounting Principles Board (APB) Opinion No. 25, " Accounting for Stock Issued to Employees", and related Interpretations. Under the intrinsic value method, no stock-based employee compensation cost is recorded when the exercise price is equal to, or higher than, the market value of the underlying common stock on the date of grant. We recognized stock-based compensation expense for all grants to consultants and for those grants to employees where the exercise prices were below the market price of the underlying stock at the measurement date of the grant.

 

Pursuant to the confirmed Global Plan, as discussed in Note 14, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

·3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

Basic and Diluted Net Loss per Share

 

In accordance with FASB Statement No. 128, "Earnings per Share", the Company calculates basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. Net losses were incurred in certain of the periods presented, and in those instances, did not include the effect of potentially dilutive common stock equivalents in the diluted net loss per share calculation, as their effect would be anti-dilutive. Potentially dilutive common stock equivalents would include the common stock issuable based upon conversion features provided in debt security instruments and the exercise of warrants.

 

Pursuant to the confirmed Global Plan, as discussed in Note 14, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

·1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

 

NOTE 3 -  INVENTORIES

 

Due to the sale of the Winery under the Viansa plan at December 31, 2007, for the three-month and nine-month ended September 30, 2008, inventories were $0.

 

The expense related to the valuation reserve for wine inventories for the periods ended September 30, 2008 and 2007 are both $0.

 

13
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 4 – DISCONTINUED OPERATIONS

 

360 Viansa LLC

 

As part of the Company’s bankruptcy asset liquidation the Company’s wholly owned subsidiary 360 Viansa, LLC was sold to the Laurus Master Fund, Ltd for a total of $40,667,000 in October, 2007. The sale resulted in a total discharge of the Company’s debt.

 

The Company has accounted for the 360 Viansa discontinued operation in accordance with SFAS No. 144. “Accounting for the Impairment or Disposal of Long-Lived Assets”.

 

The results of operations of 360 Viansa have been excluded from the Company’s continuing operations for the year ended December 31, 2007 and reported as a discontinued operation. A loss of $6,102,478 from operations through the sale date and related interest expense of $3,298,568 were included in discontinued operations for the year ended December 31, 2007. In addition because of the Company’s bankruptcy the write off of investment in the Company and related debt discharged resulted in a gain on disposal of discontinued operations of $48,553,542.

 

Mineral Remnants – Granite

 

As a result of the bankruptcy plan limiting the Company’s interest in the Texas asset to $250,000, the asset which had been reclassified as an asset held for resale as a result of the Company’s previously adopted plan to discontinue mining operations was written down to the Company’s net realizable value resulting in a loss of $10,274,269 being charged to discontinued operations for the year ended December 31, 2007 with a $250,000 liability being accrued for professional fees related to the administration of the bankruptcy. As discussed in Note 5, the property was sold in March, of 2008 with all proceeds in excess of $250,000 being transferred in April 2012 to the bankruptcy trust for the benefit of the creditors.

 

 

NOTE 5 – SALE OF PROPERTY

 

In June 2005, the Company acquired the property, facilities and mineral deposits consisting of granite blocks and other stone remnants (the “Texas property”) for $12,500,000. The Texas property purchase price was allocated to the real property and facilities based on fair value as determined by appraisal and the remainder allocable to the granite block and other stone remnants. The Texas property is located in Burnet County, Texas, near the city of Granite Shoals, is identified as the Cold Springs Granite Quarry, and had been dormant for more than two years prior to its acquisition. The Texas property is comprised of approximately 136 acres, 130,000 square feet of office, warehouse and mixed-use space, along with mineral deposits consisting of granite block and other stone remnant. In July 2005, the Company pledged the Texas property as security in the Laurus loan transaction with a note face value of $39,338,463 as of September 30, 2007.

 

In April 2006, in connection with its strategies planning to redirect Company efforts and assets towards premium wine production and sales, the Company decided to sell land, buildings and mineral deposits described as the Texas property. As a result, the Company transferred the fixed assets and mineral deposits to assets held-for-sale. Based on an initial review of the property at that time it was believed the property’s net book value was less than its market value thus the property was reclassified as an asset held-for-sale at its net book value of $10,524,269 and ceased recording depreciation of the property for financial reporting purposes.

 

Under the bankruptcy plan approved in December, 2007 the court limited the Company’s residual interest in the property to $250,000, designated to pay administrative fees, with all proceeds from the sales of the property in excess of the $250,000 to go the bankruptcy trust for the benefit of the creditors.  At that time the asset held for sale was written down to $250,000 and an accrual was made for the administrative fees of the same amount.

 

By Bankruptcy Court Order entered on March 25, 2008, the Company sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties ) to the City of Granite Shoals and the Christ Redeemer Fellowship for the aggregate sale price of $3,200,000 and received a residual interest of $250,000 in April 2008, which is reflected in current cash as of September 30, 2008.

 

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

Due to the sale of the Winery under the Viansa plan at December 31, 2007 and September 30, 2008 property and equipment was $0 on September 30, 2008 and December 31, 2007.

 

Depreciation expense for the three months ended September 30, 2008 and 2007 was $0 and $402,779 respectively. It is included in discontinued operations.

 

14
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 7 – NOTES PAYABLE

 

Under the Bankruptcy plan all debt was discharged and transferred to the bankruptcy trust upon the sale of the Winery under the Viansa Plan in December, 2007. The Order Confirming the Viansa Plan (docket 725) stated that all debt was extinguished Thus the Company has no notes payable, long term debt or derivatives outstanding at September 30, 2008 or December 31, 2007.

 

 

NOTE 8 – EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.001 per share. As of September 30, 2008 and December 31, 2007 there were 8,619,389 shares outstanding.

 

Common Stock Activity

 

Shares Issued to Employees and Board of Directors Members as Compensation

 

During the quarter ended March 31, 2007 the Company issued 40,000 shares valued at $140,000 as compensation and severance to current and former employees.

 

Shares Issued in Conjunction with Debt Instruments

 

During the quarter ended March 31, 2007, the Company issued 72,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $252,000.

 

During the quarter ended March 31, 2007, the Company issued 14,286 shares of its common stock to Longview Funds in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $50,001.

 

During the quarter ended March 31, 2007, the Company issued 9,000 shares of its common stock valued at $31,500 based on the fair market value of the stock at the date of issuance as compensation to eleven investors for an interest payment on short term loans.

 

As discussed in subsequent even Note 14, pursuant to the Company’s bankruptcy, in June, 2010 all common stock outstanding was cancelled and 5,000,000 shares of new common stock was issued

   

Shares Issued in Conjunction with the Exercise of Warrants

During the quarter ended September 30, 2008, the Company issued no shares in Conjunction with the Exercise of Warrants.

 

 

Warrant Activity

 

Summary of Outstanding Warrants

 

Exercise of all warrants outstanding was stayed by the Chapter 11 filing, all equity security interests were subsequently cancelled (see note 14).

 

15
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

All lease commitments of the Company were cancelled under the bankruptcy filing. As of September 30, 2008 the Company has no new lease commitments. 

Management's Plan

  

On December 12, 2008, 360 the Global Plan was confirmed by the Bankruptcy Court for the District of Nevada and can be found as Exhibit 34.1 to this document.

 

As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

 

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31st 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

10K annual report and audit for the year ended December 31st 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31st 2011

10Q for the 1st quarter of 2012

10Q for the 2nd quarter of 2012

10Q for the 3rd quarter of 2012

 

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

 

Litigation and Disputes

 

The Company is involved in various lawsuits, claims, and proceedings which arose in the ordinary course of business. In accordance with SFAS No. 5, Accounting for Contingencies, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for all such matters that have come to the attention of the Company. The Company reviews these provisions at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, the Company believes that it has valid defenses with respect to legal matters pending against it. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.

 

On March 7, 2007, the filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of the date of the Chapter 11 filing, virtually all pending litigation (described below) stayed.

 

As of December 31st 2007, all lawsuits and liabilities were stayed and subsequently settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

16
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

For the three-month and nine-month periods ended September 30, 2008 and 2007, there were no related party transactions.

 

 

 

NOTE 11 – INCOME TAXES

 

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes . Under SFAS No.109, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company continues to reduce its net deferred tax assets by a 100% valuation allowance.

 

 

NOTE 12 – FAIR VALUE MEASUREMENTS

 

Cash, accounts receivable, accounts payable and other accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair values because of the relatively short maturity of those instruments.

 

ASC 820, “Fair Value Measurements and Disclosures”, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

 

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2 - Inputs to the valuation methodology include:

·quoted prices for similar assets or liabilities in active markets;
·quoted prices for identical or similar assets or liabilities in inactive markets;
·inputs other than quoted prices that are observable for the asset or liability;
·inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The preceding method described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. As of September 30, 2008 and December 31, 2007, all of the Company’s assets and liabilities were considered current and due to the short maturity the carrying amounts are considered to approximate fair value.

 

 

17
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

NOTE 13 - RECENT ACCOUNTING PRONOUNCEMENTS 

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, balance sheet or cash flow.

 

 

NOTE 14 – SUBSEQUENT EVENTS

 

360 Global’s Disclosure Statement and Plan of Reorganization.

 

On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Global Plan can be found as Exhibit 34.1 to this document.

 

Financial Instruments and Equity Security.

 

Per section II.A.1.41of the confirmed Order confirming the Global Plan, Equity Security Interest is described as "an "equity security" as defined in § 101(1 6) of the Bankruptcy Code, including any and all shares, warrants, options, or similar security.

 

Pursuant to the Order Confirming the Global Plan, ordered by the Honorable Judge Gregg W. Zive on December 22, 2008:

 

"As of the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an interest or other right of an Equity Security Holder that is impaired pursuant to the terms of this Global Plan are permanently enjoined from taking any of the following actions against Global, the Global Estate, the Committee, the Global Trust or their property on account of any such discharged Claims, debts or liabilities or terminated interests or rights: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to Global and (v) commencing or continuing any action in any manner, in any place that does not comply with or is inconsistent with the provisions of the Global Plan."

 

Pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock was issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

·3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

The New Common Stock is to be issued pursuant to the confirmed Global Plan and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

18
 

360 Global Investments

Notes to the Consolidated Financial Statements

As of September 30, 2008 and December 31, 2007

For the Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(Unaudited)

 

Common Stock

 

Pursuant to the confirmed Global Plan, as discussed in Note 14, all our common stock, warrants, and equity interests will be cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

 

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

Creation of the Global Trust.

 

Pursuant to the Global Plan, 360 Global created the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, and the Liquidating Trust Agreement was executed by the parties to the Liquidating Trust Agreement. The Global Trust was funded by the delivery to the Global Trust of 100,000 shares of New Common Stock. The Global Trust shall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purpose of collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue or engage in the conduct of a trade or business. On January 2nd, 2009, Global and/or the Committee shall be deemed to have transferred all of 360 Global’s rights to prosecute the Assigned Litigation to the 360 Global Trust to collect and prosecute for the benefit of Creditors of 360 Global. The 360 Global Trust shall receive, liquidate and distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global and its Estate in accordance with the Global Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditious but orderly manner. The 360 Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent there are any inconsistencies between the Global Plan and the 360 Global Trust, the terms of the Global Plan shall prevail.

 

Transfer of Claims, Rights and Causes of Action to the Global Trust.

 

Pursuant to the Global Plan, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forth in the Global Plan, was transferred to, and vested in, the 360 Global Trust free and clear of all liens, claims, encumbrances and other interests. All property, claims, rights, and causes of action received or held by the 360 Global Trust was held in trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions of the Global Plan and the Liquidating Trust Agreement. Reorganized Global retains no interest in such property, claims, rights, and causes of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferred and conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Global Plan. As soon as practical after receipt of the New Common Stock, the 360 Global Trust shall use its best efforts to distribute the New Common Stock to Class 4 and Class 5 Claimants and Class 6 Equity Security Interests.

 

 

NOTE 15 – GOING CONCERN

 

The Company will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to obtain financing to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.

 

19
 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

 

Other Information  

 

On March 7, 2007 we filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, virtually all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. At this time it is not possible to predict the outcome of the Chapter 11 filings or their effect on our business. As of Decemeber 31st 2007, all lawsuits and liabilities were settled or through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan is January 10, 2009.

 

Overview

 

360 Global is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.

 

360 Global has invested in or plans to invest in the following industries:

• Alcoholic beverage brands focused in the wine category;

• Mining, mineral extraction, and processing;

• Biotechnology and medical diagnostic systems;

• Oil and Gas exploration, production, and distribution;

• Residential Real Estate;

• Aviation and aircraft manufacturing;

• Investment banking services;

• Financial Services;

• Stock brokerage and Money Management;

• Entertainment and Media;

• Formula One Racing;

• Spectator Events-Aircraft and Rocket Racing;

• Film and Television Production;

• Music Production and Distribution;

• Broadcast Media;

• Vacation Properties;

• Timeshare Properties and Property Management;

• Energy Market;

• Electricity Trading and Marketing to commercial and residential customers.

 

20
 

Pursuant to the Viansa Plan, Viansa and the Texas Property are being sold including the residential real estate, the mining operations, as well as the mineral rights. Viansa was sold to Laurus in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. Global's residual interest in the Texas Property was limited to $250,000.

 

Pursuant to the Viansa Plan, on March 27, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000. This residual interest of $250,000 has been provided for in the year-end 2007 financials, since it had been provided for in the Viansa Plan. Therefore, this transaction does not affect the 2008 numbers.

 

Mergers, Acquisitions and Divestitures

 

For the three-month and nine-month periods ended September 30, 2008, there were no mergers, acquisitions, or divestitures.

 

Results of Operations

 

Comparison of the three-month period ended September 30, 2008 to the three-month period ended September 30, 2007.

 

Revenues

 

For the third quarter ended September 30, 2008, and for the same period in 2007, revenues were equal to $0. All revenue has been reclassified to discontinued operations.

 

Cost of Goods Sold

 

For the three-month period ended September 30, 2008, and for the same period in 2007, cost of goods sold were equal to $0. All cost of goods sold have been reclassified to discontinued operations.

 

Sales and Marketing Expense

 

For the three-month period ended September 30, 2008, sales and marketing expenses were equal to $0, compared to $91,777 for the same period in 2007. Sales and marketing expense was reclassified to discontinued operations.

 

General and Administrative Expense

 

For the three months ended September 30, 2008, general and administrative expenses were $0, compared to $696,791 for the same period in 2007. The Company’s general and administrative expenses related to the winery have been reclassified as discontinued operations.

 

Stock Compensation Expense

 

For the three-month period ended September 30, 2008, and the same period in 2007, the Company had no stock compensation expense.

 

Provision for Income Taxes

 

The Company currently makes no provision for income taxes due to ongoing net losses.

21
 

Operating Loss

 

During the first nine months of 2008, the Company recorded no profit or loss from continuing operations or discontinued, compared to a loss of $1,236,697 from continuing operations, and a loss of $5,274,580 from discontinued operations during the same period in 2007.

 

Interest and Other Expense

 

For the nine-month period ended September 30, 2008, and the same period in 2007, interest expense was equal to $0. Interest expense has been reclassified to discontinued operations.

 

Liquidity and Capital Resources

 

As of September 30, 2008, the Company's working capital was $250,000.

 

The Company has suffered significant operating losses since its inception in its efforts to establish and execute the business strategy of previous management. The Company anticipates that it will continue to require additional working capital so that it can find, analyze, and make new investments. The Company intends to continue as an investment Company. In the event the Company is unable to raise additional funds to sustain its ongoing operations it would raise substantial doubt about the Company's ability to continue as a going concern.

 

There is no reasonable assurance at this time that new management can raise additional capital or find suitable investments.

 

Operating Activities

 

For the nine-month period ended September 30, 2008, cash used in operating activities was equal to $0, compared to $1,096,697 for the same period in 2007.

 

Financing Activities

 

For the nine-month period ended September 30, 2008, and the same period in 2007, cash from financing activities was equal to $0.

 

Investing Activities

 

For the nine-month period ended September 30, 2008 cash from investing activities was $250,000 compared to $0 for the same period in 2007.

 

Contractual Obligations and Commitments

For the nine-month period ended June 31, 2008, pursuant to the Viansa Plan, $250,000 will be disbursed to administrators. There were no material amounts accrued into the Company’s financial statements for employment agreements and sales, marketing, distribution and licensing agreements.

 

Capital Expenditures

 

For the six-month periods ended September 30, 2008 and 2007, capital expenditures were equal to $0.

22
 

Management’s Strategy and Plan for the Future

 

As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

 

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31st 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

10K annual report and audit for the year ended December 31st 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31st 2011

10Q for the 1st quarter of 2012

10Q for the 2nd quarter of 2012

10Q for the 3rd quarter of 2012

 

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the second quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

 

The subsequent 2009 global recession caused delays in the first and second activities.

 

23
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Investing in our common stock involves a high degree of risk. Our auditors have expressed substantial doubt about our ability to continue as a going concern. This is due in large part to the Company’s history of significant operating losses and its previous securing of operating capital through the sale of its securities. Currently, the growth and success of our business depends largely upon obtaining future financings, without which we may not have the necessary capital to continue our business.

 

The risks and uncertainties described below are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, and/or operating results. If any of the following risks, or any other risks not described below, actually occur, it is likely that our business, financial condition, and operating results could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

 

RISKS RELATING TO OUR BUSINESS

 

We filed for reorganization under Chapter 11 of the Bankruptcy Code on March 7, 2007 and were subject to the risks and uncertainties associated with Chapter 11 proceedings.

 

For the duration of our Chapter 11 proceedings, our operations, including our ability to execute our business plan, are subject to the risks and uncertainties associated with bankruptcy. Risks and uncertainties associated with our Chapter 11 proceedings include the following:

 

• the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans;

 

• our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time;

 

• our ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings;

 

• our ability to obtain and maintain normal terms with vendors, service providers, including the grape growers;

 

• our ability to maintain contracts that are critical to our operations; and

 

• risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases.

 

These risks and uncertainties could affect our business and operations in various ways. For example, negative events or publicity associated with our Chapter 11 proceedings could adversely affect our sales and the relationship with our customers, as well as with vendors and employees, which in turn could adversely affect our operations and financial condition, particularly if the Chapter 11 proceedings are protracted. Also, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

 

Because of the risks and uncertainties associated with our Chapter 11 proceedings, the ultimate impact that events that occur during these proceedings will have on our business, financial condition and results of operations cannot be accurately predicted or quantified, and there is substantial doubt about our ability to continue as a going concern.

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RISKS RELATED TO OUR COMMON STOCK

 

MANAGEMENT INTENDS TO FILE A PLAN OF REORGANIZATION THAT WILL RESULT IN THE CANCELLATION OF OUR COMMON STOCK PURSUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.

 

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.

 

The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

 

- that a broker or dealer approve a person’s account for transactions in penny stocks; and

 

- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

 

- obtain financial information and investment experience objectives of the person; and

 

- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

 

- sets forth the basis on which the broker or dealer made the suitability determination; and

 

- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Subsequent Event:

Pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

·3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

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Item 4.   Controls and Procedures.

 

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. New senior management hired since March 7, 2007 has identified material weakness in our disclosure controls and procedures and internal control over financial reporting. We plan to investigate further and to apply compensating procedures and processes as necessary to ensure the reliability of our financial reporting and are evaluating and intend to adopt measures designed to remediate any weaknesses.

 

New management is also conducting an evaluation of our corporate governance and internal controls in an effort to improve the quality and transparency of our corporate governance, internal controls, and financial reporting. Such evaluation may take many months to conclude and our ability to implement any improvements in these areas will be limited by our human and financial resources.

 

The Company controls and procedures are inadequate to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Disclosure controls are designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. As of April 2007, new management began an assessment of the effectiveness of the design and operation of the Company’s disclosure controls. Based on an initial assessment that has not been completed yet, management has determined that the Company’s disclosure controls as of December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006, were ineffective because of, but not limited to, the material weaknesses discussed below.

 

A material weakness is a significant deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 2), or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Material weakness has been identified during the audit of our December 31, 2006 financial statements relating to the December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006 financial statements. Since 2003 there has been a lack of personnel with sufficient knowledge of US generally accepted accounting principles and SEC reporting requirements to ensure proper and timely evaluation of the Company’s activities and transactions. There has also been inadequate knowledge of the application of certain technical interpretations of certain generally accepted accounting principles. The Company has not retained outside experts to review its disclosure controls and procedures or its internal controls and consequently, no reports or recommendations regarding these controls were requested or prepared.

 

To mitigate this weakness, the Company engaged a consultant to assist with the preparation of the financial restatements of prior years and other accounting issues. This consultant was not paid on a timely basis and subsequent to the bankruptcy filing has refused to cooperate with new management or deliver working papers and accounting work completed during 2006. Since March of 2007, management terminated several of our accounting staff and hired 2 new individuals to assist with the preparation of the financial statements, SEC reports, US Trustee reports, and other accounting issues.

 

In conducting our assessment of internal control over financial reporting, we have also identified a lack of segregation of duties to be a potential material weakness in internal controls. Lack of segregation of duties is inherent to our company due to the small number of employees.

 

In connection with the preparation of our Annual Report on Form 10-KSB for fiscal 2006, management has identified material weakness in the operations of the Company’s internal control. The material weakness relate to, among other things, the completeness of the review and inadequate consideration in the application of many technical interpretations of generally accepted accounting principles as evidenced by adjustments in several areas.

 

As a result of this material weakness, new management has concluded that our disclosure controls and procedures were not effective as of December 30, 2006.

 

Our management will continue our efforts to remediate this material weakness through ongoing process improvements and the implementation of enhanced policies, engaging third-party financial and financial system consultants, and improving standards. Accordingly, the material weaknesses may not have all been identified and are not yet remediated. No material weaknesses will be considered remediated until the remedial procedures have operated for an appropriate period, have been tested, and management has concluded that they are operating effectively. We cannot be certain that any measures we take will ensure that we implement and maintain adequate controls over our financial reporting processes and that we will remediate the material weakness. Any failure to implement required new or improved controls or to remediate the material weakness, or difficulties encountered in their implementation, could prevent us from accurately reporting our financial results, result in material misstatements in our financial statements or cause us to fail to meet our reporting obligations. In addition, we cannot assure you that we will not in the future identify further material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements. Our ability to implement any improvements in these areas will be limited by our human and financial resources.

 

(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

As of September 30 2008, the Company is not aware of any other material legal proceedings against the Company.

 

Chapter 11 Proceedings

 

On the Petition Date, 360 Global and its wholly owned subsidiary 360 Viansa filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of December 31st 2007, all lawsuits and liabilities were settled through the Bankruptcy Court except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

Subsequent Event

Creation of the Global Trust

Pursuant to the Global Plan, 360 Global created the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, and the Liquidating Trust Agreement was executed by the parties to the Liquidating Trust Agreement. The Global Trust was funded by the delivery to the Global Trust of 100,000 shares of New Common Stock. The Global Trust shall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purpose of collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue or engage in the conduct of a trade or business. On January 2nd, 2009, Global and/or the Committee shall be deemed to have transferred all of 360 Global’s rights to prosecute the Assigned Litigation to the 360 Global Trust to collect and prosecute for the benefit of Creditors of 360 Global. The 360 Global Trust shall receive, liquidate and distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global and its Estate in accordance with the Global Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditious but orderly manner. The 360 Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent there are any inconsistencies between the Global Plan and the 360 Global Trust, the terms of the Global Plan shall prevail.

 

Transfer of Claims, Rights and Causes of Action to the Global Trust.

 

Pursuant to the Global Plan, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forth in the Global Plan, was transferred to, and vested in, the 360 Global Trust free and clear of all liens, claims, encumbrances and other interests. All property, claims, rights, and causes of action received or held by the 360 Global Trust was held in trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions of the Global Plan and the Liquidating Trust Agreement. Reorganized Global retains no interest in such property, claims, rights, and causes of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferred and conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Global Plan. As soon as practical after receipt of the New Common Stock, the 360 Global Trust shall use its best efforts to distribute the New Common Stock to Class 4 and Class 5 Claimants and Class 6 Equity Security Interests.

 

Item 1A. Risk Factors

 

As of September 30, 2008, there are no material changes for risk factors since previously disclosed in the Company's 2007 Form 10-K.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

For the nine-month period ended September 30, 2008, the sale of Equity Securities was equal to $0.

 

Subsequent Events for Common Stock:

 

Pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

·3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

 

Item 3.   Defaults Upon Senior Securities.

 

For the nine-month period ended September 30, 2008, pursuant to the Viansa Plan, there are no senior securities in default.

 

Item 4.   Submission of Matters to a Vote of Security Holders.

 

For the nine-month period ended September 30, 2008, there were no matters submitted to a vote of security holders.

 

Item 5. Other Information.

 

Item 6. Exhibits.

 

Exhibit Number Description
31.1 Certification by Chief Executive Officer and Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1 Certification by Chief Executive Officer and Principal Financial and Accounting Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States
33.11 Order Confirming 360 Viansa, LLC's Second Amended Plan of Reorganization (Plan attached).
34.11 Order Confirming 360 Global Wine Company, Inc.'s Disclosure Statement and Plan of Reorganization (Plan attached).

 

1 Filed Herewith

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  360 Global Investments
 Date:  December 14, 2012 By: /s/ A. John A. Bryan, Jr.
  A. John A. Bryan, Jr.
Chief Executive Officer
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30
 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, A. John A. Bryan, Jr. certify that:

1. I have reviewed this report on Form 10-Q of 360 Global Investments.

2. Based on my knowledge and except as disclosed in the quarterly and annual statements filed with the SEC, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.;

3. Based on my knowledge and as disclosed in the quarterly and annual statements filed with the SEC, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report, ;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

d) Disclosed in this report any change to the registrant's internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; , except as otherwise disclosed in the quarterly and annual statements filed with the SEC, and

5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

December 14, 2012      
       
       
/s/ A. John A. Bryan, Jr.        

 

A. John A. Bryan, Jr

     
Chief Executive Officer      

 

31
 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

In connection with the Quarterly Report of 360 Global Investments (the "Company") on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, A. John A. Bryan, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

     
     
December 14, 2012   /s/ A. John A. Bryan, Jr
 

 

A.   John A. Bryan, Jr

  Chief Executive Officer

 

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