Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB/A
Amendment No. 1
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GLOBALWISE INVESTMENTS, INC.
(Name of registrant in its charter)
Nevada 870613716
(State of incorporation) (I. R. S. Employer Identification No.)
525 South 300 East, Suite 201
Salt Lake City, Utah 84111
(801) 323-2395
(Address and telephone number of principal executive offices and
principal place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
PART I
Item 1: Description of Business............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation..........6
Item 3: Description of Property............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management.....6
Item 5: Directors, Executive Officers, Promoters and Control Persons.......7
Item 6: Executive Compensation.............................................7
Item 7: Certain Relationships and Related Transactions.....................8
Item 8: Description of Securities..........................................8
PART II
Item 1: Market Price for Common Equity and Related Stockholder Matters.....8
Item 2: Legal Proceedings..................................................8
Item 3: Changes in and Disagreements with Accountants......................9
Item 4: Recent Sales of Unregistered Securities............................9
Item 5: Indemnification of Directors and Officers..........................9
PART F/S
Index to Financial Statements..............................................10
PART III
Item 1: Index to and Description of Exhibits...............................11
2
<PAGE>
FORWARD LOOKING STATEMENTS
In this registration statement references to "Globalwise," "we," "us,"
and "our" refer to Globalwise Investments, Inc.
This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Globalwise's control. These factors include but are not limited to economic
conditions generally and in the industries in which Globalwise may
participate; competition within Globalwise's chosen industry, including
competition from much larger competitors; technological advances and failure
by Globalwise to successfully develop business relationships.
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
We were incorporated in the state of Utah on October 3, 1997 to engage in
the confectionary vending machine business. In March 2000 we agreed to
exchange all of our assets and liabilities for 150,000 shares of our
outstanding stock. On July 21, 2000, we merged with Globalwise Investments,
Inc., a Nevada corporation, for the sole purpose of changing our domicile from
the state of Utah to the state of Nevada.
We have had recurring operating losses for the past two fiscal years and
our independent auditors have expressed doubt that we can continue as a going
concern unless we obtain financing to continue operations. We have
voluntarily filed this registration statement to become a reporting company.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
3
<PAGE>
Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.
Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities. Since
our management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors. We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid. However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional
4
<PAGE>
assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities. We also will experience competition from
other public "blind pool" companies, many of which may have more funds
available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.
Reports to Security Holders
Globalwise has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
Available Information
Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation
5
<PAGE>
of the Public Reference Room by calling the SEC at 1-800-SEC-0300. Copies of
this material also should be available through the Internet by using the SEC's
EDGAR Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We have no assets and have experienced losses from inception. For the
eight month period ended August 31, 2000, we had no cash on hand and total
current liabilities of $1,345. We were engaged in the confectionary vending
machine business, however, we exchanged all of the assets and liabilities of
our vending machine business for 150,000 shares of our outstanding stock in
March of 2000.
Since inception, we have primarily financed our operations through the
sale of our common stock. We have no commitments for capital expenditures for
the next twelve months. During the next twelve months, we believe that our
current cash needs can be met by loans from our directors, officers and
shareholders.
Our management intends to actively seek business opportunities during the
next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital. This may be accomplished by selling
our common stock.
ITEM 3: DESCRIPTION OF PROPERTIES
We do not currently own or lease any property. We utilize office space
in the office of a shareholder at no cost. Until we pursue a viable business
opportunity and recognize income, we will not seek independent office space.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock by our management and each person or group known by
us to own beneficially more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have
sole voting power and investment power with respect to all shares of common
stock shown as beneficially owned by them. The percentage of beneficial
ownership is based on 850,000 shares of common stock outstanding as of
September 15, 2000.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
-------------------------- ------------------- -------------------
Aaron Nelson 50,000 (1) 5.9%
5710 E. Tropicana #2023
Las Vegas, Nevada 89122
Brent Nelson 150,000 17.6%
<PAGE> 6
1238 Thames Ct.
Salt Lake City, Utah 84123
(1) Includes 25,000 shares held by spouse.
MANAGEMENT
Common Stock Beneficially Owned
--------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
------------------------- --------------------- -------------------
Don Mayer 17,500 2.0%
6360 South 3000 East #205
Salt Lake City, Utah 84121
Anita Patterson 10,000 1.2%
525 South 300 East, Suite 201
Salt Lake City, Utah 84111
Directors and officers as a group 27,500 3.2%
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages, positions
and term of office are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.
Name Age Position Held Director or Officer Since
-------------------- ------- -------------------- -------------------------
Don Mayer 60 President, Director July 11, 2000
Anita Patterson 33 Secretary/Treasurer,
Director June 27, 2000
Donald R. Mayer. Mr. Mayer is the President and a director of Universal
Business Insurance. He has worked in the insurance industry for over 17
years, specializing in the motel/hotel industry. He is a director of
WorldNet, Inc. of Nevada, a reporting company. He graduated from the
University of Utah, located in Salt Lake City, Utah, with a B.A in accounting
in 1971.
Anita Patterson. From 1996 to the present she has worked as a paralegal
specializing in corporate law for Mutual Ventures Corporation. In 1994 she
received an Associate of Arts degree in the paralegal program from Phillips
Junior College. She attended Weber State University during 1986 and 1987.
She is a director of Earth Products Technologies, Inc., Skinovation
Pharmaceutical, Inc. and Wings & Things, Inc., which are reporting companies.
ITEM 6: EXECUTIVE COMPENSATION
None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights in excess of $100,000 from us during the past three
fiscal years. We have not entered into employment contracts with our
executive officers and their compensation, if any, will be determined at the
discretion of our Board of Directors.
7
<PAGE>
Compensation of Directors
We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 3, 2000, we agreed to sell the assets and liabilities of our
vending machine business to Brent Nelson, our then President and Director.
Mr. Nelson exchanged 150,000 shares of our outstanding stock held by him for
such assets and liabilities. The shares were valued at $62,306 and the shares
were subsequently canceled and returned to our treasury.
On July 13, 2000, an aggregate of 20,000 shares were issued to our
directors and officers in consideration for their services to be performed in
those positions. 10,000 shares valued at approximately $2,500 were issued to
Don Mayer and 10,000 shares valued at approximately $2,500 were issued to
Anita Patterson.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 850,000 were issued and outstanding as of September 15, 2000.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company. Our stockholders have no
preemptive rights to acquire additional shares of common stock or any other
securities. On June 3, 1999 we authorized a 50-to-1 forward stock split. The
discussions in this document reflect post split shares.
PART II
ITEM 1: MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We have had no market activity in our stock as of this filing. We have
approximately 42 stockholders of record holding 850,000 common shares.
672,500 shares are free trading and 177,500 shares are restricted stock as
that term is defined in Rule 144. We have not declared dividends on our
common stock and do not anticipate paying dividends on our common stock in the
foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the
date of this filing.
8
<PAGE>
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
On August 4, 2000, Chisholm & Associates replaced our former independent
auditor, Crouch, Bierwolf and Chisholm The decision to change accountants
was approved by our Board of Directors. Crouch, Bierwolf and Chisholm had
audited our financials statements for the nine months ended September 30, 1998
and December 31, 1997. Crouch, Bierwolf and Chisholm's report on such
financials, dated October 20, 1998, did not contain an adverse opinion,
disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles. There were no disagreements with Crouch, Bierwolf and
Chisholm on any matter regarding accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the past two
fiscal years or any subsequent interim period preceding the date of dismissal.
Neither we, nor someone on our behalf, consulted with Chisholm &
Associates regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion that might
be rendered on our financial statements. Nor was a written report or oral
advice provided to us that Chisholm & Associates considered was an important
factor we relied on in reaching decisions about accounting, auditing or
financial reporting issues.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities sold by Globalwise
within the past three years without registration:
On November 13, 1997 at the organizational meeting, we issued 300,000
(6,000 pre-split) shares, valued at $20,000 to Brent Nelson, our then
President and Director for services rendered. The issuance of such shares was
exempt from registration under the Securities Act by reason of Section 4(2) as
a private transaction not involving a public distribution.
Beginning on January 21, 1999 we offered a minimum of 12,400 shares up
to a maximum of 15,000 shares for cash at $5 per share in a private offering
pursuant to Regulation D Rule 504. 652,000 shares were sold to 40 purchasers
for $65,000. This offering was exempt from the registration requirements of
the Securities Act of 1933 by reasons of Section 3(b) and Regulation D as a
Rule 504 limited offering.
On July 13, 2000, an aggregate of 20,000 shares valued at approximately
$5,000 were issued. 10,000 shares were issued to Don Mayer and 10,000 shares
were issued to Anita Patterson in consideration for services as our directors
and officers. The issuance of such shares was exempt from registration under
the Securities Act by reason of Section 4(2) as a private transaction not
involving a public distribution.
On July 18, 2000, we issued 28,000 shares valued at $15,000 to Mutual
Ventures Corporation for investment banking services and costs advanced on our
behalf. The issuance of such shares was exempt from registration under the
Securities Act by reason of Section 4(2) as a private transaction not
involving a public distribution.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors, officers and employees. We will reimburse such
individuals against all legal and other expenses incurred in an action or
proceeding brought because such individual is our director, officer or
employee. We will not indemnify an individual adjudged liable to us due to
negligence or wilful misconduct.
9
PART F/S
INDEX TO FINANCIAL STATEMENTS
Globalwise Investments, Inc.
Financial Statements
August 31, 2000 (unaudited),
June 30, 2000 and December 31, 1999
<PAGE> 10
C O N T E N T S
Independent Auditors' Report ........................................3
Balance Sheets ......................................................4
Statements of Operations.............................................5
Statements of Stockholders' Equity...................................6
Statements of Cash Flows............................................ 8
Notes to the Financial Statements................................... 9
<PAGE> 11
CHISHOLM & ASSOCIATES
Certified Public Accountants
P.O. Box 540216
North Salt Lake, Utah 84054
Office (801) 292-8756
Fax (801) 292-8809
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Globalwise Investments, Inc., Inc.
We have audited the accompanying balance sheet of Globalwise Investments, Inc.
(a development stage company) as of June 30, 2000 and the related statements
of operations, stockholders' equity and cash flows for the period then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits. The financial statements of Globalwise Investments, Inc.
for the years ended December 31, 1999 and 1998 and from inception on October
3, 1997 through December 31, 1999 were audited by other auditors whose report
dated February 10, 2000 expressed an unqualified opinion
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Globalwise Investments, Inc.
(a development stage company) as of June 30, 2000 and December 31, 1999 and
the results of its operations and cash flows for the six months ended June 30,
2000, for the years ended December 31, 1999, 1998 and from inception on
October 3, 1997 through June 30, 2000 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chisholm & Associates
Salt Lake City, Utah
June 30, 2000
<PAGE> 12
Globalwise Investments, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
August 31, June 30, December 31,
2000 2000 1999
------------- ------------ -------------
(Unaudited)
Cash(Note 1) $ - $ - $ 1,531
Inventory (Note 1) - - 21,744
------------- ------------ -------------
Total Current Assets - - 23,275
------------- ------------ -------------
Equipment, net (Note 1) $ - $ - $ 39,630
------------- ------------ -------------
TOTAL ASSETS $ - $ - $ 62,905
============= ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,345 1,345 -
Accounts payable - related party - - 599
------------- ------------ -------------
Total Liabilities 1,345 1,345 599
------------- ------------ -------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
50,000,000 shares authorized;
850,000 , 802,000 and 952,000
shares issued and outstanding,
respectively 850 802 952
Additional Paid in Capital 47,494 27,542 89,698
Deficit Accumulated during the
development stage (49,689) (29,689) (28,344)
------------- ------------ -------------
Total Stockholders' Equity (1,345) (1,345) 62,306
------------- ------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ - $ 62,905
============= ============ =============
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 13
Globalwise Investments, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the
From
Eight Months For the six
Inception on
Ended Months Ended For the Years
Ended October 3, 1997
August 31, June 30, December 31,
to August 31,
2000 2000 1999 1998
2000
------------ ------------- -------------
------------- --------------
(Unaudited)
(Unaudited)
<S> <C> <C> <C> <C>
<C>
REVENUES $ - $ - $ - $
- $ -
------------ ------------- -------------
------------- --------------
EXPENSES
------------ ------------- -------------
------------- --------------
General & Administrative 21,345 1,345 27,794
550 49,689
------------ ------------- -------------
------------- --------------
TOTAL EXPENSES 21,345 1,345 27,794
550 49,689
------------ ------------- -------------
------------- --------------
NET INCOME (LOSS) $ (21,345) $ (1,345) $ (27,794) $
(550) $ (49,689)
============ ============= =============
============= ==============
LOSS PER SHARE $ (.03) $ - $ (0.04) $
- $ (0.09)
============ ============= =============
============= ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 849,500 852,000 625,000
300,000 524,587
============ ============= =============
============= ==============
The accompanying notes are an integral part of these financial statements.
-5-
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Globalwise Investments, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on October 3, 1997 through August 31, 2000
Deficit
Accumulated
Additional
During the
Common Stock Paid-in
Development
Shares Amount Capital
Stage
------------- ------------ -------------
-------------
<S> <C> <C> <C> <C>
Balance, October 3, 1997 - $ - $ - $
-
Issuance of shares for equipment
at $0.064 per share 300,000 300 18,800
-
Net (loss) for the year ended
December 31, 1997 - - -
-
------------- ------------ -------------
-------------
Balance - December 31, 1997 300,000 300 18,800
-
Capital Contributions - - 550
-
Net (loss) for the year ended
December 31, 1998 - - -
(550)
------------- ------------ -------------
-------------
Balance - December 31, 1998 300,000 300 19,350
(550)
Issuance of shares for cash at
$0.0996 per share 652,000 652 64,348
-
Capital Contributions - - 6,000
-
Net (loss) for the year ended
December 31, 1999 - - -
(27,794)
------------- ------------ -------------
-------------
Balance - December 31, 1999 952,000 952 89,698
(28,344)
Cancellation of shares in
connection with spin-off of
Assets and Liabilities of the
Company (150,000) (150) (62,156)
-
Issuance for services at $.25
per share 20,000 20 4,980
-
Issuance for services at $.536
per share 28,000 28 14,972
-
Net (loss) for the eight months
ended August 31, 2000 - - -
(21,345)
------------- ------------ -------------
-------------
Balance - August 31,2000 850,000 $ 802 $ 47,494 $
(49,689)
============= ============ =============
=============
The accompanying notes are an integral part of these financial statements.
-6-
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Globalwise Investments, Inc.
(A Development Stage Company)
Statements of Cash Flows
From
For the eight For the six
Inception on
months ended months ended For the years ended
October 3, 1997
August 31, June 30, December 31,
through August
2000 2000 1999 1998
31, 2000
------------ ------------- -------------
------------- --------------
(Unaudited)
(Unaudited)
<S> <C> <C> <C> <C>
<C>
Cash Flows From Operating
Activities
Net loss $ (21,345) $ (1,345) $ (27,794) $
(550) $ (49,689)
Less non-cash items:
Stock issued for services 20,000 - -
- 20,000
Capital contributions -
expenses - - 6,000
550 6,550
(Increase) decrease in
inventory - - (21,744)
- (21,744)
Increase (decrease)in
accounts payable 1,345 1,345 599
- 1,944
------------ ------------- -------------
------------- --------------
Net Cash Provided (Used)
by Operating Activities - - (42,939)
- (42,939)
------------ ------------- -------------
------------- --------------
Cash Flows from Investing
Activities
Purchase of equipment - - (20,530)
- (20,530)
Loss of cash in spin-off (1,531) (1,531) -
- (1,531)
------------ ------------- -------------
------------- --------------
Net Cash Provided (Used)
by Investing Activities (1,531) (1,531) (20,530)
- (22,061)
------------ ------------- -------------
------------- --------------
Cash Flows from Financing
Activities
Proceeds from stock
issuance - - 65,000
- 65,000
------------ ------------- -------------
------------- --------------
Net Cash Provided (Used)
by Financing Activities - - 65,000
- 65,000
------------ ------------- -------------
------------- --------------
Increase (Decrease) in Cash (1,531) (1,531) 1,531
- -
------------ ------------- -------------
------------- --------------
Cash and Cash Equivalents at
Beginning of Period 1,531 1,531 -
- -
------------ ------------- -------------
------------- --------------
Cash and Cash Equivalents at
End of Period $ - $ - $ 1,531 $
- $ -
============ ============= =============
============= ==============
Supplemental Non-Cash Financing Transactions:
Stock issued for services $ 20,000 $ - $ - $
- $ 20,000
Cash paid for:
Interest $ - $ - $ - $
- $ -
Income taxes $ - $ - $ - $
- $ -
The accompanying notes are an integral part of these financial statements.
-7-
</TABLE>
<PAGE> 16
Globalwise Investments, Inc.
(A Development Stage Company)
Note to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - Summary Of Significant Accounting Policies
a. Organization
Globalwise Investments, Inc. (the Company) was organized under the
laws of the state of Utah on October 3, 1997. The Company was organized for
the purpose of engaging in the confectionary vending machine business.
b. Recognition of Revenue
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $29,700 that will be
offset against future taxable income. These NOL carryforwards will begin to
expire in the year 2019. No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.
-8-
<PAGE> 17
Globalwise Investments, Inc.
(A Development Stage Company)
Note to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - Summary Of Significant Accounting Policies (continued)
Deferred tax asset and the valuation account is as follows at June
30, 2000 and, December 31, 1999:
June 30, December 31,
2000 1999
--------------- --------------
Deferred tax asset:
NOL carryforward $ 10,000 $ 9,600
Valuation allowance (10,000) (9,600)
--------------- --------------
$ - $ -
=============== ==============
f. Inventory
The inventory presented at December 31, 1999 consists of
confectionary items for sale, contained in the vending machines outlined
below.
g. Equipment
The equipment consists of confectionary vending machines located in
several locations within Salt Lake County, Utah. The machines were put into
service during January 2000 and were to be depreciated over seven years using
the straight line method. However, the Company exchanged the equipment for
common stock (see Note 3) and has no equipment at June 30, 2000.
h. Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming
that the company will continue as a going concern. The company has had
recurring operating losses for the past several years and is dependent upon
financing to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
-9-
<PAGE> 18
Globalwise Investments, Inc.
(A Development Stage Company)
Note to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 3 - Spin-off
In March 2000, the Company exchanged all of its assets and
liabilities for 150,000 shares of its previously issued common stock. The
shares were subsequently canceled.
NOTE 4 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.
NOTE 5 - Stock Split
In June 1999, the Company completed a forward stock split of 50
shares for each outstanding share. This report has been prepared showing
after stock split shares from inception.
NOTE 6 - Stockholders' Equity
In July 2000, the Company issued 20,000 shares of common stock for
services valued at $5,000.
In July 2000, the Company issued 28,000 shares of common stock for
services valued at $15,000.
NOTE 7 - Unaudited Information
Globalwise Investments, Inc. (the Company) has elected to omit
substantially all footnotes to the financial statements for the eight months
ended August 31, 2000. The information furnished herein was taken from the
books and records of the Company without audit. However, such information
reflects all adjustments which are, in the opinion of management, necessary to
properly reflect the results of the eight months ended August 31, 2000, and
are of a normal, recurring nature. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
-10-
<PAGE> 19
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit
Number Description Location
3.1 Articles of Incorporation, dated October 3, 1997 (1)
3.2 Articles of Merger, dated July 21, 2000 (1)
3.3 Bylaws of Globalwise (1)
16.1 Letter of agreement from Crouch, Bierwolf &
Chisholm, dated September 5, 2000 (1)
27 Financial Data Schedule (1)
(1) Incorporated by reference to Form 10-SB filed October 2, 2000.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.
10/5/00
Date_________________________ Globalwise Investments, Inc.
/s/ Don Mayer
By: _______________________________
Don Mayer, President
