U.S. Securities and Exchange Commission
Washington, D.C. 20549
<P>
Amendment No. 2 to Form 10
<P>
General form for registration of securities of small
business issuers Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
<P>
Global Realty Management Group, Inc.
(Name of Small Business Issuer in its charter)
<P>
Florida
(State or other jurisdiction of incorporation or
organization)
<P>
65-0735872
(I.R.S. Employer Identification No.)
<P>
701 Brickell Avenue, Suite 3120
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
<P>
(305) 539-0900
(Issuer's telephone number)
<P>
Securities to be registered under Section 12(b)
of the Act:
Securities to be registered under Section 12(g)
of the Act: X
<P>
Title of each class to be so registered: Common Stock,
Par Value $.001
<P>
Stock Name of each exchange on which each class is to be
registered:
OTC Electronic Bulletin Board
<P>
To simplify the language in this Registration Statement,
Global Realty Management Group, Inc. is referred to
herein as "the Company" or "We."
<P>
Item 1. Business.
- -------------------
Business Development. We were incorporated under the name
Global Realty Management Group, Inc. in the State of Florida
on February 10, 1997.
<P>
We have not been involved in any bankruptcy, receivership or
similar proceeding. We have not been involved in any
material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not
in the ordinary course of business.
<P>
Business of Issuer. We are a development stage company whose
business is property management, development, construction
and leasing. We will be responsible for not only
collecting rent from our clients, but also maintaining
the property and paying expenses relating to the
property. In addition, the Company intends to manage
residential and office properties owned by third parties and
affiliated companies. There are numerous residential and
office properties that compete with the Company in
attracting tenants.
<P>
The Company's corporate offices are located at 701 Brickell
Avenue, Suite 3120, Miami, Florida 33131. The
Company's corporate staff consists of three persons,
including two professionals experienced in all aspects
of residential and commercial real estate. The
Company's telephone number is (305) 539-0900.
<P>
All of the management and leasing operations with respect to
the properties as well as leasing operations with
respect to a portion of the properties not owned by the
Company will be conducted through a management company
organized as a limited liability company ("Management
LLC").
<P>
MANHATTAN OFFICE MARKET BACKGROUND
<P>
The term "Class B" is generally used in the Manhattan (New
York City) office market to describe office properties
which are more than 25 years old but which are in good
physical condition, enjoy widespread acceptance by
high-quality tenants and are situated in desirable locations
in Manhattan. Class B office properties can be
distinguished from Class A properties in that Class A
properties are generally newer properties with higher
finishes and obtain the highest rental rates within
their markets.
<P>
A variety of tenants who do not require, desire or cannot
afford Class A space are attracted to Class B office
properties due to their prime locations, excellent
amenities, distinguished architecture and relatively
less expensive rental rates. Class B office space has
historically attracted many smaller growth oriented
firms and has played a critical role in satisfying the space
requirements of particular industry groups in
Manhattan, such as the advertising, apparel, business
services, engineering, not-for-profit, "new media" and
publishing industries. In addition, several areas of
Manhattan, including many in which particular trades or
industries traditionally congregate, are dominated by
Class B office space and contain no or very limited
Class A office space. Examples of such areas include
the Garment District, the Flatiron District, the areas
immediately south and north of Houston Street ("Soho"
and "Noho", respectively), Chelsea, and the area
surrounding the United Nations. Businesses
significantly concentrated in certain of these areas
include those in the following industries: "new media",
garment, apparel, toy, jewelry, interior decoration,
antiques, gift ware, and UN-related businesses. The
concentration of businesses creates strong demand for the
available Class B office space in those locations.
<P>
The Company's management team intends to develop a
comprehensive knowledge of the Manhattan Class B office
market, an extensive network of tenant and other
business relationships and experience in acquiring
management contracts of underperforming office
properties and repositioning them into profitable Class
B properties through intensive full service management and
leasing efforts.
<P>
The Company believes that the recovery of the New York
commercial real estate market from the downturn of the
late 1980's and early 1990's combined with the ongoing
strength of the New York City economy will create an
attractive environment for managing, operating and
acquiring Class B office properties in Manhattan.
<P>
GROWTH STRATEGIES
<P>
The Company will seek to capitalize on current opportunities
in the Class B Manhattan office market through (i)
property acquisitions- acquire Class B office
properties at significant discounts to replacement costs
that provide attractive initial yields and the potential for
cash flow growth, (ii) property repositioning -
repositioning acquired properties that are
underperforming through renovations, active management
and pro-active leasing and (iii) integrated leasing and
property management.
<P>
LEASING AND PROPERTY MANAGEMENT. The Company will seek to
capitalize on management's extensive knowledge of the
Class B Manhattan marketplace and the needs of the
tenants therein by using a pro-active approach to
leasing and management, which will include (i) the use
of in-depth market research, (ii) the utilization of an
extensive network of third-party brokers, (iii)
comprehensive building management analysis and planning and
(iv) a commitment to tenant satisfaction by providing "Class
A" tenant services. The Company believes pro-active leasing
efforts have contributed to average occupancy rates at
the Properties that are above the market average.
<P>
PROPERTY REPOSITIONING. The Company believes that there are
a significant number of potential acquisitions that
could greatly benefit from management's experience in
enhancing property cash flow and value by renovating
and repositioning properties to be among the best in
their sub-markets. Many Class B buildings are located
in or near sub-markets which are undergoing major
reinvestment and where the properties in these markets
have low vacancy rates. Featuring unique architectural
design, large floor plates or other amenities and
functionally appealing characteristics, reinvestment in
these properties poses an opportunity to the Company to meet
market needs.
<P>
PROPERTY ACQUISITIONS. In acquiring properties, the Company
believes that it will have the following advantages
over its competitors: (i) enhanced access to capital as
a public company, (as compared to the generally fragmented
institutional or venture oriented sources of capital
available to private companies) and (ii) the ability to
offer tax-advantaged structures to sellers through the
exchange of ownership interests as opposed to solely
cash transactions.
<P>
COMPETITION IN ITS MARKETPLACE
<P>
All of the properties initially will be located in highly
developed areas of Manhattan and its suburbs that
include a large number of other office properties.
Manhattan is by far the largest office market in the
United States and contains more rentable square feet
than the next six largest central business district office
markets in the United States combined. Of the total
inventory of 379 million rentable square feet in
Manhattan, approximately 172 million rentable square
feet is comprised of Class B office space and 207
million rentable square feet is comprised of Cass A
office space. Many tenants have been attracted to Class B
properties in part because of their relatively less
expensive rental rates (as compared to Class A
properties) and the tightening of the Class A office
market in midtown Manhattan. Consequently, an increase
in vacancy rates and/or a decrease in rental rates for
Class A office space would likely have an adverse effect on
rental rates for Class B office space. Also, the number of
competitive Class B office properties in Manhattan
(some of which are newer and better located) could have
a material adverse effect on the Company's ability to
lease office space at its properties, and on the
effective rents the Company is able to charge.
<P>
In addition, the Company will compete with other property
owners that have greater resources than the Company. In
particular, the Company may in the future compete with
REITs which have been formed solely to own, operate and
acquire Manhattan Class B office properties. In
addition, the Company may face competition from other
real estate companies (including REITs that currently
invest in markets other than Manhattan) that have greater
financial resources than the Company or that are
willing to acquire properties in transactions which are
more highly leveraged than the Company is willing to
undertake. The Company also will face competition from
other real estate companies that provide management,
leasing and construction similar to those to be provided by
the Company.
<P>
EMPLOYEES
<P>
At March 31, 2000, the Company employed a total of 2 persons
on a full-time basis. In addition, depending on client
demand, the Company will utilize manpower agencies to
contract between additional persons on a temporary,
part-time basis. None of the Company's employees are
represented by a labor union. The Company believes
that its relations with its employees are good.
<P>
Item 2. Financial Information
- ------------------------------
<P>
SELECTED FINANCIAL DATA
<P>
The following selected financial data has been extracted
from our financial statements for the six months that
ended December 31, 1999, and for the period from
inception, February 10, 1997 through December 31, 1999. The
results of our operations for any interim period are
not necessarily indicative of the results attained for
a full fiscal year. This selected financial data should
be read in conjunction with our financial statements and
the Notes thereto and "Management's Discussion and
Analysis of Financial Conditions and Results of Operations"
included elsewhere herein.
<TABLE>
<S> <C> <C>
For the period For
the six February10,1997
Months Ended (Inception)
December31,1999 To December31,1999
<P>
DEVELOPMENT STAGE REVENUES $0 $0
<P>
DEVELOPMENT STAGE EXPENSES $(18,658) $(54,844)
<P>
DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE $(18,658 )$(54,844)
</TABLE>
<P>
The following discussion and analysis should be read in
conjunction with the financial statement of the Company and
the accompanying notes appearing subsequently under the
caption "Financial Statements."
<P>
The following discussion and analysis contains forward-
looking statements, which involve risks and uncertainties.
The Company's actual results may differ significantly from
the results, expectations and plans discussed in these
forward-looking statements.
<P>
During the past six months, the Company has spent
considerable time and capital resources defining and
developing its strategic plan for delivering and operating
on line sales and auction technology.
<P>
The Company, as discussed in note three, has incurred
substantial development losses in connection with
professional and consulting fees and office expenses.
Because of uncertainties surrounding the alliances and
acquisitions of existing businesses in order to take
advantage of various real estate management opportunities,
the Company anticipates incurring significant development
stage losses in the foreseeable future. The ability of the
Company to achieve its business objectives is contingent
upon its success in raising additional capital until
adequate revenues are realized from operations.
<P>
Six Months Ended December 31, 1999 compared with Year Ended
June 30, 1999.
- ------------------------------------------------------------
<P>
Development stage expenses during the six months ended
December 31, 1999, primarily consisted of accounting and
office expenses. Total development stage expenses increased
from $36,865 to $56,442 or 54 percent. This was in part the
result of consulting and professional fees necessitated by
operating in a public environment. Ongoing increases to
development stage expenses are anticipated during the year
2000.
<P>
Liquidity and Capital Resources
- -------------------------------
<P>
Despite capital contributions and a related party loan, the
Company from time to time experienced, cash flow shortages
that have slowed the Company growth. During 1999, the
consequences of those cash flow shortages has been an
increase of accrued expenses and stockholder loans, bringing
those figures to $15,000 and $100 respectively at December
31, 1999.
<P>
The Company has primarily financed its activities from sales
of capital stock of the Company and from loans from a
related party. A significant portion of the funds raised
from the sale of capital stock has been used to cover
working capital needs such as office expense and various
consulting and professional fees.
<P>
The Company continues to experience cash flow shortages, and
anticipates this continuing through the foreseeable future.
Management believes that additional funding will be
necessary in order for it to continue as a going concern.
The Company is investigating several forms of private debt
and/or equity financing, although there can be no assurances
that the company will be successful in procuring such
financing or that it will be available on terms acceptable
to the Company.
<P>
Year 2000 Impact Statement
- --------------------------
<P>
The Company believes that it has analyzed it information
technology systems to determine the existence of any effect,
if any, of year 2000 issues. The Company has enrolled into
hardware and software support agreements in the normal
course of its business and believes those arrangements are
sufficient to handle any minor issues that may arise as a
result of the year 2000, if any. The Company also intends
to create hard copy of all year-end accounting and
management reports, in the ordinary course of business,
which will serve as a back up of such data if needed.
<P>
Item 3. Properties.
- -------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease.
The primary tenant is The Farkas Group, Inc. The Farkas
Group, Inc. subleases the facility to Atlas Equity
Group, Inc. which is wholly owned by Michael Farkas an
affiliated individual. Atlas Equity Group, Inc. subleases
the facility to us. The landlord is not affiliated with
us. The present monthly rent is $1,000 which includes
utilities and common charges. We believe that this
space is sufficient for us at this time.
<P>
In addition, the Company subleases office space at 5420 13th
Avenue, Brooklyn, NY 11219 from Allstate Realty
Associates for $500 per month. Joseph Spitzer, our
President, Chairman, Chief Executive Officer and
Director is currently the President, Owner and founder
of Allstate Realty Associates.
<P>
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
- -----------------------------------------------------------
<P>
As of March 31, 2000, there were 10,050,000 shares of our
common stock, $0.001 par value issued and outstanding.
The following tabulates holdings of our shares of
common stock by each person who, as of March 31, 2000,
holds of record or is known by management to own
beneficially more than 5% of our common shares and, in
addition, by all of our directors and officers individually
and as a group. Each named beneficial owner has sole voting
and investment power with respect to the shares set forth
opposite their name.
<P>
Security Ownership of Beneficial Owners (1)(2):
<TABLE>
<S> <C> <C> <C>
Title of Class Name & Address Amount Percent
--------------- ------ -------
Common Stock Joseph Spitzer 4,750,000 47.30%
5420 13th Avenue
Brooklyn, NY 11219
<P>
Common Stock Michael D. Farkas 4,750,000 47.30%
701 Brickell Avenue
Suite 3120
Miami, Florida 33139
<P>
Security Ownership of Management (2):
<P>
Title of Class Name & Address Amount Percent
--------------- ------ --------
Common Stock Joseph Spitzer 4,750,000 47.30%
5420 13th Avenue
Brooklyn, NY 11219
<P>
Common Stock Michael D. Farkas 4,750,000 47.30%
701 Brickell Avenue
Suite 3120
Miami, Florida 33139
<P>
All directors and executive 9,500,000 94.60%
officers as a group (2 persons)
</TABLE>
<P>
(1) Pursuant to Rule 13-d-3 under the Securities Exchange
Act of 1934, as amended, beneficial ownership of a
security consists of sole or shared voting power
(including the power to vote or direct the voting)
and/or sole or shared investment power (including the
power to dispose or direct the disposition) with
respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the
disposition of all shares beneficially owned, subject to
applicable community property laws.
<P>
(2) This table is based upon information obtained from our
stock records. Unless otherwise indicated in the
footnotes to the above table and subject to community
property laws where applicable, we believe that each
shareholder named in the above table has sole or shared
voting and investment power with respect to the shares
indicated as beneficially owned.
<P>
Item 5. Directors and Executive Officers
- ----------------------------------------
<P>
Joseph Spitzer, 44 years old, has served as our
President/Chairman/ Chief Executive Officer and Director
since inception in February, 1997. Mr. Spitzer is
currently the President and Founder of Allstate Realty
Associates and has been for the past 21 years.
Allstate Realty Associates currently owns and manages
23 buildings with a combination of 2,100 rental and co-
operative units and three commercial office buildings
totaling in excess of 430,000 square feet. Mr. Spitzer
specializes in stabilizing distressed properties and
tenant/landlord relationships.
<P>
Michael D. Farkas, 28 years old, has served as our Executive
Vice President, Chief Financial Officer, Treasurer,
Secretary and Director since inception in February,
1997. Mr. Farkas is currently the Chairman and
Director of FarCom Communications, Inc., a
Telecommunications company and President of Atlas
Equity Group, Inc., a private investment bank. For the
past five years, he has been an investment banker
specializing in fund raising for telecommunications,
information technology and high tech ventures. He has
also specialized in mergers and acquisitions for various
entrepreneurial companies and prior to that served as a
financial consultant to several NYSE member firms including
Paine Webber and Prudential Securities.
<P>
All officers and directors listed above will remain in
office until the next annual meeting of our
stockholders, and until their successors have been duly
elected and qualified. There are no agreements with
respect to the election of Directors. We have not
compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses
incurred for attendance at meetings of our Board of
Directors and/or any committee of our Board of Directors.
Officers are appointed annually by our Board of
Directors and each Executive Officer serves at the
discretion of our Board of Directors. We do not have any
standing committees. Our Board of Directors may in the
future determine to pay Directors' fees and reimburse
Directors for expenses related to their activities.
<P>
None of our Officers and/or Directors have filed any
bankruptcy petition, been convicted of or been the
subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation
of any state or federal securities laws within the past five
(5) years.
<P>
Item 6. Executive Compensation.
- -------------------------------
<TABLE>
<S> <C> <C>
Name Position Year Salary Bonus Other Stock Options
---------- ---- ------ ----- ------ ------------
<P>
Joseph Spitzer President/CEO 1999 $0 0 0 4,750,0000
<P>
Michael Farkas VP/Secretary 1999 $0 0 0 4,750,0000
</TABLE>
<P>
Item 7. Certain Relationships and Related Transactions.
- -------------------------------------------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease.
The primary tenant is The Farkas Group, Inc. The
Farkas Group, Inc. subleases the facility to Atlas
Equity Group, Inc., an entity which is wholly owned by
Michael Farkas an affiliated individual. Atlas Equity
Group, Inc. subleases the facility to us. The landlord is
not affiliated with us. The present monthly rent is $1,000
which includes utilities and common charges.
<P>
The Company also subleases office space at 5420 13th Avenue,
Brooklyn, NY 11219 from Allstate Realty Associates for
$500 per month. Allstate is an entity which is wholly
owned by Joseph Spitzer, an affiliated individual.
<P>
We have not and do not intend to enter into any additional
transactions with our management or any nominees for
such positions. We have not and do not intend to enter into
any transactions with our beneficial owners. We are not
a subsidiary of any parent company. Since inception, we
have not entered into any transactions with promoters
other than our founders Michael Farkas and Joseph
Spitzer, who each received 4,750,000 of our shares of
common stock.
<P>
Our management is involved in other business activities and
may, in the future become involved in other business
opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in
selecting between our business and their other business
interests. We have not and do not intend in the future
to formulate a policy for the resolution of such
conflicts.
<P>
Item 8. Legal Proceedings.
- ---------------------------
<P>
We are not a party to any pending legal proceeding, and we
are not aware of any contemplated legal proceeding by a
governmental authority involving us.
<P>
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
- ----------------------------------------------------------
<P>
There is no established public trading market for our
securities. After this document is declared effective
by the Securities and Exchange Commission, we currently
intend to seek a listing on the OTC Electronic Bulletin
Board in the United States. Our shares are not and have
not been listed or quoted on any exchange or quotation
system.
<P>
At March 31, 2000, there were 10,050,000 shares of our
common stock issued and outstanding. We have never
paid dividends on our shares. We currently intend to
retain earnings for use in our business and do not
anticipate paying any dividends in the foreseeable future.
<P>
As of the date of this registration, we had twenty eight
(28) holders of record of our common stock. We
currently have one class of common stock outstanding.
<P>
Certain securities herein are restricted securities as
defined under Rule 144 of the Securities Act of 1933
and may only be sold under Rule 144 or otherwise under
an effective registration statement or an exemption from
registration, if available. Rule 144 generally provides
that a person who has satisfied a one year holding
period for the restricted securities and is not an
affiliate of us may sell such securities subject to the
Rule 144 provisions. Under Rule 144, directors, executive
officers, and persons or entities they control or who
control them may sell shares that have satisfied the one
year holding period for the restricted securities in an
amount limited to, in any three-month period, the greater of
1% of our outstanding shares of common stock or the average
of the weekly trading volume in our common stock during the
four calendar weeks preceding a sale. All sales under Rule
144 must also be made without violating the manner-of-sale
provisions, notice requirements, and the availability of
public information about us. A sale of shares by such
security holders, whether under Rule 144 or otherwise, may
have a depressing effect upon the price of our common stock
in any market that might develop.
<P>
Penny Stock Considerations.
<P>
Broker-dealer practices in connection with transactions in
"penny stocks" are regulated by certain penny stock
rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity
securities with a price of less than $5.00. Penny stock
rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure
document that provides information about penny stocks
and the risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value
of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that
prior to a transaction in a penny stock, the broker-dealer
make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
<P>
These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny
stock rules. Our shares will likely be subject to such
penny stock rules, and our shareholders will, in all
likelihood, find it difficult to sell their securities.
<P>
No market exists for our securities and there is no
assurance that a regular trading market will develop,
or if developed will be sustained. A shareholder, in all
likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire
to do so. Furthermore, it is unlikely that a lending
institution will accept our securities as pledged
collateral for loans unless a regular trading market
develops. There are no plans, proposals, arrangements
or understandings with any person in regard to the
development of a trading market in any of our
securities.
<P>
Item 10. Recent Sales of Unregistered Securities.
- -------------------------------------------------
<P>
The following sets forth information relating to all of our
previous sales of securities which were not registered
under the Securities Act of 1933.
<P>
In April, 1999, we completed a Regulation D, Rule 504
Offering in which we issued a total of 500,000 shares
of our common stock to 25 shareholders for an aggregate
offering price of $100,000. The Common Stock issued in
the Company's Regulation D, Rule 504 offering was
issued in a transaction not involving a public offering
in reliance upon an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended, and Rule 504 of
Regulation D promulgated thereunder.
<P>
On April 13, 1999 and June 2, 1999, we issued a total of
50,000 shares of our common stock (25,000 on each date)
to Richard I. Anslow for legal services rendered for which
services were valued at an aggregate price of $50. Mr.
Anslow was paid other consideration in the form of cash
for such legal services rendered. Mr. Anslow was a
sophisticated purchaser and had a pre-existing
relationship with members of the Company's management.
Accordingly, the issuance of shares was exempt from the
registration requirements of the Act pursuant to
Section 4(2) of the Act.
<P>
We have never utilized an underwriter for an offering of our
securities. Other than the securities mentioned above,
we have not issued or sold any securities.
<P>
Item 11. Description of Registrant's Securities to be
Registered.
- ------------------------------------------------------
Qualification.
<P>
The following statements constitute brief summaries of our
Articles of Incorporation and Bylaws, as amended. Such
summaries are qualified in their entirety by reference
to the full text of our Articles of Incorporation and
Bylaws.
<P>
Common Stock.
<P>
Our Articles of Incorporation authorize us to issue up to
50,000,000 Common Shares, $0.001 par value per common
share. As of March 31, 2000, there were 10,050,000
shares of our common stock outstanding.
<P>
Liquidation Rights.
<P>
Upon our liquidation or dissolution, each outstanding Common
Share will be entitled to share equally in our assets
legally available for distribution to shareholders
after the payment of all debts and other liabilities.
<P>
Dividend Rights.
<P>
We do not have limitations or restrictions upon the rights
of our Board of Directors to declare dividends, and we
may pay dividends on our shares of stock in cash,
property, or our own shares, except when we are
insolvent or when the payment thereof would render us
insolvent subject to the provisions of the Florida Statutes.
We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.
<P>
Voting Rights.
<P>
Holders of our Common Shares are entitled to cast one vote
for each share held of record at all shareholders
meetings for all purposes.
<P>
Other Rights.
<P>
Common Shares are not redeemable, have no conversion rights
and carry no preemptive or other rights to subscribe to
or purchase additional Common Shares in the event of a
subsequent offering.
<P>
There are no other material rights of the common or
preferred shareholders not included herein. There is no
provision in our charter or by-laws that would delay,
defer or prevent a change in control of us. We have not
issued debt securities.
<P>
Item 12. Indemnification of Directors and Officers.
- ---------------------------------------------------
<P>
Our Articles of Incorporation provide that, to the fullest
extent permitted by law, none of our directors or
officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to
us or our shareholders. In addition, we shall have the
power, by our by-laws or in any resolution of our
stockholders or directors, to undertake to indemnify the
officers and directors of ours against any contingency or
peril as may be determined to be in our best interest and in
conjunction therewith, to procure, at our expense,
policies of insurance.
<P>
At this time, no statute or provision of the by-laws, any
contract or other arrangement provides for insurance or
indemnification of any of our controlling persons,
directors or officers which would affect his or her
liability in that capacity.
<P>
Item 13. Financial Statements and Supplementary Data
- ----------------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of
the registration statement.
<P>
Item 14. Changes in and Disagreements with Accountants.
- -------------------------------------------------------
<P>
During the two most recent fiscal years and the subsequent
interim period, we have had no disagreement,
resignation or dismissal of the principal independent
accountant for the Company. Our accountant at this time is
John Abitante, CPA of Berenfeld, Spritzer, Shechter &
Sheer.
Item 15. Financial Statements and Exhibits.
- -------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of
the registration statement.
<P>
INDEX TO EXHIBITS
<P>
Exhibit 3(i) Articles of Incorporation
<P>
Exhibit 3(ii) By-laws
<P>
Exhibit 27 Financial Data Schedule
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
----
INDEPENDENT AUDITORS' REPORT 1
<P>
BALANCE SHEETS 2
<P>
STATEMENT OF OPERATIONS 3
<P>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 4-6
<P>
STATEMENT OF CASH FLOWS 7-8
<P>
NOTES TO FINANCIAL STATEMENTS 9 15
<P>
INDEPENDENT AUDITORS' REPORT
<P>
</TABLE>
To the Stockholders and
Board of Directors
Global Realty Management Group, Inc.
(A Development Stage Company)
Miami, Florida
<P>
We have audited the accompanying balance sheets of Global
Realty Management Group, Inc. (a development stage
company) as of December 31, 1999 and June 30, 1999 and the
related statements of operations, changes in stockholders'
equity and cash flows for the six months ended December 31,
1999 and for the years ended June 30, 1999, June 30, 1998,
and for the cumulative period February 10, 1997 (inception)
to December 31, 1999. 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 audit.
<P>
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 the audit provides a
reasonable basis for our opinion.
<P>
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Global Realty Management Group, Inc. as of
December 31, 1999 and June 30, 1999, and the results of its
operations and its cash flows for the six months ended
December 31, 1999 and for the years ended June 30, 1999,
June 30, 1998 and for the cumulative period February 10,
1997 (inception) to December 31, 1999 in conformity with
generally accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
Discussed in Note 3 to the financial statements, the Company
is a development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet
its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The
financial statements do not include any adjustments that
might result from this uncertainty.
<P>
/s/ Berenfeld, Spritzer, Schechter and Sheer
- ---------------------------------------------
Berenfeld, Spritzer, Shechter and Sheer
<P>
Miami, FL
<P>
February 29, 2000
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
<P>
ASSETS
<TABLE>
<S> <C> <C>
DECEMBER 31, 1999 JUNE 30, 1999
----------------- -------------
CURRENT ASSETS:
<P>
Cash $ 30,158 $ 76,760
Prepaid expenses 0 1,000
--------- --------
Total Current Assets $30,158 77,760
<P>
OTHER ASSETS:
<P>
Investment in i-Realty Auction.Com, Inc. 30,500 0
Total Other Assets ---------- --------
<P>
TOTAL ASSETS $60,658 77,760
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<P>
CURRENT LIABILITIES:
<P>
Accrued expenses payable $ 15,000 13,000
Accounts payable 0 125
Stockholders' loan 100 0
--------- --------
Total Current Liabilities $15,100 13,125
<P>
STOCKHOLDERS' EQUITY:
<P>
Common Stock, $.001 par value,
50,000,000 shares authorized,
10,550,000 and 10,050,00
shares issued and
outstanding respectively 10,550 10,050
Additional paid-in capital 91,450 91,450
Deficit accumulated during
the development stage (56,442) (36,865)
---------- ----------
Total Stockholders' Equity 45,558 64,635
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $60,658 $ 77,760
========== ==========
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
FOR THE SIX FOR THE YEAR
MONTHS ENDED ENDED
DECEMBER 31, 1999 JUNE 30, 1999
------------------ -------------
DEVELOPMENT STAGE REVENUES $ 0 $ 0
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Accounting 9,100 3,000
Advertising 0 848
Bank charges 0 130
Consulting fees 0 10,000
Courier 0 89
Licenses and taxes 135 370
Office expenses 10,000 4,597
Professional fees 342 16,830
---------------------------------
TOTAL DEVELOPMENT STAGE EXPENSES 19,577 35,865
<P>
LOSS FOR THE PERIOD $ 19,577 $ 35,865
=================================
<P>
LOSS PER SHARE:
<P>
Basic $ (0.0019) $(0.0030)
================================
Diluted $ N/A N/A
================================
Weighted-average of common
shares outstanding 10,117,935 9,558,670
================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
CONTINUE
<TABLE>
<S> <C> <C>
INACTIVE FOR THE PERIOD
FOR THE YEAR FEBRUARY 10, 1997
ENDED (INCEPTION) TO
DECEMBER 31, 1998 DECEMBER 31, 1999
------------------ -------------
DEVELOPMENT STAGE REVENUES $ 0 $ 0
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Accounting 0 12,100
Advertising 0 848
Bank charges 0 130
Consulting fees 0 11,000
Courier 0 89
Licenses and taxes 0 505
Office expenses 0 14,597
Professional fees 0 17,175
---------------------------------
TOTAL DEVELOPMENT STAGE EXPENSES 0 56,442
<P>
LOSS FOR THE PERIOD $ 0 $ 56,442
=================================
<P>
LOSS PER SHARE:
<P>
Basic $ 0 $(0.0058)
================================
Diluted $ N/A N/A
================================
Weighted-average of common
shares outstanding 9,500,000 9,656,309
================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, February 10, 1997
(inception) 0 $0 $ 0 $0 $ 0
<P>
Restricted Common stock issued
to related parties for
consulting fees 200 0 1,000 0 1,000
<P>
Deficit accumulated during the
development stage for the
period February 10, 1997(inception)
through June 30, 1997 0 0 0 (1,000) (1,000)
----------------------------------------------------------
Balance, June 30, 1997 200 0 1,000 (1,000) 0
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1998 0 0 0 0 0
----------------------------------------------------------
Balance, June 30, 1998 200 $0 $ 1,000 $(1,000) $ 0
==========================================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION)
THROUGH DECEMBER 31, 1999 (CONT'D)
<P>
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, June 30, 1998 200 $0$ 1,000 $ (1,000) $ 0
<P>
March 25, 1999. Forward
stock Split 47,500 to 1 9,499,800 9,500 (9,500) 0 0
<P>
March 26, 1999. Stock issued
to third parties in 500,000 500 99,500 0 100,000
private offering
<P>
Common stock issued for
legal services 50,000 50 450 0 500
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1999 0 0 0 (35,865) (35,865)
----------------------------------------------------------
Balance, June 30, 1999 10,050,000 $ 10,050 $ 91,450 $ (36,865) $ 64,635
===============================================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION)
THROUGH DECEMBER 31, 1999(CONT'D)
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, June 30, 1999 10,050,000 $ 10,050 $ 91,450 $ (36,865) $ 64,635
<P>
Restricted Common stock issued
to acquire
I-RealtyAuction.Com, Inc. 500,000 500 0 0 500
<P>
Deficit accumulated during the
development stage for the six
months ended December 31, 1999 0 0 0 (19,577) (19,577)
<P>
Balance, December 31, 1999 10,550,000 $ 10,550 $ 91,450 $ (56,442) $45,558
=============================================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
<TABLE>
<S> <C> <C>
FOR THE SIX FOR THE YEAR
MONTHS ENDED ENDED
DECEMBER 31, 1999 JUNE 30, 1999
------------------ -------------
<P>
OPERATING ACTIVITIES
<P>
Deficit accumulated during the
development stage $ (18,577) $ (35,865)
<P>
Adjustments to reconcile net loss to
net cash used by operations
<P>
Common stock issued for
legal and consulting services 0 500
(Increase)Decrease in prepaid expenses 1,000 (1,000)
Increase (Decrease)in accounts payable (25) (25)
Increase (Decrease) in accrued expenses 2,000 13,000
--------------------------------------------------
Net Cash Used by
Operating Activities (16,602) (23,340)
--------------------------------------------------
INVESTING ACTIVITIES:
<P>
Investment in I-Realty
Auction.Com, Inc. (30,000) 0
-----------------------------------------------
<P>
Net Cash Used for
Investing Activities (30,000) 0
-----------------------------------------------
<P>
FINANCING ACTIVITIES:
<P>
Proceeds from the issuance of
common stock 0 100,000
Proceeds from shareholders' loan 0 100
----------------------------------------------
Net cash Provided by
Financing Activities 0 100,100
<P>
INCREASE (DECREASE) IN CASH (46,602) 76,760
<P>
CASH, BEGINNING OF PERIOD 76,760 0
----------------------------------------------
CASH, END OF PERIOD $ 30,158 $ 76,760
===============================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
<TABLE>
<S> <C> <C>
INACTIVE FOR THE PERIOD
FOR THE YEAR FEBRUARY 10, 1997
ENDED (INCEPTION) TO
JUNE 30, 1998 DECEMBER 31, 1999
------------------ -------------
<P>
OPERATING ACTIVITIES
<P>
Deficit accumulated during the
development stage $ 0 $ (56,447)
<P>
Adjustments to reconcile net loss to
net cash used by operations
<P>
Common stock issued for
legal and consulting services 0 1,500
(Increase)Decrease in prepaid expenses 0 0
Increase (Decrease)in accounts payable 0 0
Increase (Decrease) in accrued expenses 0 15,000
--------------------------------------------------
Net Cash Used by
Operating Activities 0 (39,942)
--------------------------------------------------
INVESTING ACTIVITIES:
<P>
Investment in I-Realty
Auction.Com, Inc. 0 (30,000)
-----------------------------------------------
<P>
Net Cash Used for
Investing Activities 0 (30,000)
-----------------------------------------------
<P>
FINANCING ACTIVITIES:
<P>
Proceeds from the issuance of
common stock 0 100,000
Proceeds from shareholders' loan 0 100
----------------------------------------------
Net cash Provided by
Financing Activities 0 100,100
<P>
INCREASE (DECREASE) IN CASH 0 30,158
<P>
CASH, BEGINNING OF PERIOD 0 0
----------------------------------------------
CASH, END OF PERIOD $ 0 $ 30,158
===============================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD
FEBRUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 1999
<P>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<P>
During the six months ended December 31, 1999 and for the
cumulative period February 10, 1997 (inception) to
December 31, 1999, the Company did not pay or accrue
any interest.
<P>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
<P>
The Company entered into the following non-cash
transactions:
<P>
During the six months ended December 31, 1999, the Company
issued 500,000 shares of common stock in connection with the
formation and acquisition of its interest in the
shares of I-RealtyAuction.Com, Inc. The transaction
was valued at $500.
<P>
During the period February 10, 1997 (inception) through June
30, 1999, the Company issued 9,550,000 post split
shares to its founders and legal counsel for consulting
and legal services valued at $1,500.
<P>
The accompanying notes are an integral part of these
financial statements.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------
<P>
ORGANIZATION
- ------------
<P>
Global Realty Management Group, Inc. ("the Company") was
incorporated on February 10, 1997 under the laws of the
State of Florida. The Company's primary objective is to
position itself to take advantage of real estate management
opportunities. The Company intends to grow through internal
development, strategic alliances and acquisitions of
existing business. The Company commenced its development
stage operations during the fiscal year ended June 30, 1999.
<P>
USE OF ESTIMATES
- -----------------
<P>
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 disclosures of
contingent assets and liabilities as of the date of the
financial statements and reporting period. Accordingly,
actual results could differ from those estimates.
<P>
CASH AND CASH EQUIVALENTS
- -------------------------
<P>
For purposes of reporting cash flows, the Company considers
all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
<P>
CARRYING VALUES
- ----------------
<P>
The Company reviews the carrying values of its long-lived
and identifiable intangible assets for possible impairment.
Whenever events or changes in circumstances indicate that
the carrying amount of assets may not be recoverable, the
Company will reduce the carrying value of the assets and
charge operations in the period the impairment occurs.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
---------------------------------------
<P>
INCOME TAXES
- ------------
<P>
The Company utilizes Statement of Financial Standards
("SFAS") No. 109, "Accounting for Income Taxes", which
requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of
events that have been included in financial statements or
tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities
and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized. The accompanying financial
statements have no provisions for deferred tax assets or
liabilities.
<P>
INVESTMENT
- ----------
<P>
The Company acquired a 30% interest in i-RealtyAuction.Com,
Inc. and accounts for the investment under the equity method
(Notes 4 and 8).
<P>
NET LOSS PER SHARE
- -------------------
<P>
The Company has adopted SFAS No. 128 "Earnings Per Share".
Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average
number of common shares outstanding. Diluted loss per share
is computed in a manner similar to the basic loss per share,
except that the weighted-average number of shares
outstanding is increased to include all common shares,
including those with the potential to be issued by virtue of
warrants, options, convertible debt and other such
convertible instruments. Diluted earnings per share
contemplates a complete conversion to common shares of all
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
----------------------------------------
<P>
- ---------------------------
<P>
convertible instruments only if they are dilutive in nature
with regards to earnings per share. Since the Company has
incurred net losses for all periods, and since there are no
convertible instruments, basic loss per share and diluted
loss per share are the same.
<P>
FAIR VALUE OF FINANCIAL INSTRUMENTS
- -----------------------------------
<P>
SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments" requires the disclosure of the fair value of
financial instruments. The Company's management, using
available market information and other valuation methods,
has determined the estimated fair value amounts. However,
considerable judgment is required to interpret market data
in developing estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market
exchange.
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
------------------------------------------
<P>
In June 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, " Reporting Comprehensive
Income". This statement requires companies to classify
items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of
other comprehensive income separately from retained earnings
and additional paid-in capital in the equity section of a
statement of financial position. SFAS No. 130 is effective
for financial statements issued for fiscal years beginning
after December 15, 1997. Management believes that SFAS No.
130 will not have a material effect on the Company's
financial statements.
<P>
In June 1997, FASB issued SFAS No. 131, "Disclosure About
Segments of an Enterprise and Related Information". This
statement establishes additional standards for segment
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
(CONT'D)
------------------------------------------
<P>
reporting in financial statements and is effective for
financial statements for fiscal years beginning after
December 15, 1997. Management believes that SFAS No. 131
will not have a material effect on the Company's financial
statements.
<P>
In April, 1998, the American Institute of Certified Public
Accountants issued Statement of Position No. 98-5,
"Reporting for Costs of Start-Up Activities", ("SOP 98-5").
The Company is required to expense all start-up costs
related to new operations as incurred. In addition, all
start-up costs that were capitalized in the past must be
written off when SOP 98-5 is adopted. The Company's
adoption did not have a material impact on the Company's
financial position or results of operations.
<P>
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", is effective for financial statements
issued for fiscal years beginning after June 15, 1999. SFAS
No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities. Management does not believe that SFAS No. 133
will have a material effect on its financial position or
results of operations.
<P>
SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained after The Securitization of Mortgage Loans Held for
Sale by Mortgage Banking Enterprises", is effective for
financial statements issued in the first fiscal quarter
beginning after December 15, 1998. This statement is not
applicable to the Company.
<P>
SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections", is effective for financial
statements issued for fiscal years beginning February, 1999.
This statement is not applicable to the Company.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS
----------------------------------------------
<P>
The Company's initial activities have been devoted to
developing a business plan, negotiating real estate
management contracts and raising capital for future
operations and administrative functions.
<P>
The ability of the Company to achieve its business
objectives is contingent upon its success in raising
additional capital until adequate revenues are realized from
operations.
<P>
The accompanying financial statements have been prepared on
a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal
course of business. As shown in the financial statements,
development stage losses from February 10, 1997 (inception)
to December 31, 1999 amounted to $56,442. In addition, the
Company's cash flow requirements have been met by
contributions of capital and accrued expenses. No assurance
can be given that this source of financing will continue to
be available to the Company. If the Company is unable to
generate profits and unable to obtain additional paid in
capital for its working capital needs, it may have to cease
operations altogether.
<P>
The financial statements do not include any adjustments
relating to the recoverability and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its
obligations on a timely basis, to retain additional paid-in
capital, and to ultimately attain profitability.
<P>
NOTE 4 - OTHER ASSETS
------------
<P>
During the six month period ended December 31, 1999, the
Company formed i-RealtyAuction.Com, Inc. along with another
investor i-Incubator.Com, Inc., a related party. The
Company issued 500,000 shares of its common stock to
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 4 - OTHER ASSETS (CONT'D)
---------------------
<P>
i-RealtyAuction.Com, Inc., valued at $500, and paid $30,000
for a 30% interest in i-RealtyAuction.Com, Inc.
i-Incubator.Com, Inc. received a 70% interest in
i-RealtyAuction.Com, Inc. in exchange for services valued at
$700. i-RealtyAuction.Com, Inc. is a development
stage company and has not commenced operations.
i-RealtyAuction.Com, Inc. intends to market, auction and
provide other related real estate transactions through an
internet website.
<P>
NOTE 5 - DEFERRED INCOME TAXES
---------------------
<P>
The Company has a carryforward loss for income tax purposes
of $36,865 as of June 30, 1999 that may be offset against
future taxable income. The carry-forward loss expires at
various times through the year 2019. Due to the uncertainty
regarding the success of future operations, management has
valued the deferred tax asset allowance at 100% of the
related deferred tax asset.
<TABLE>
<S> <C> <C>
12/31/99 6/30/99
-------- -------
Deferred tax assets arising
from net operating losses $ 10,160 $ 6,600
Less valuation allowance (10,160) (6,600)
---------- ----------
Net Deferred Tax Assets $ 0 $ 0
========== ==========
</TABLE>
<P>
NOTE 6 - ACCRUED EXPENSES
----------------
<P>
Accrued expenses at December 31, 1999 consisted of the
following:
<TABLE>
<S> <C> <C>
12/31/99 6/30/99
-------- -------
Accrued legal fees $ 10,000 $ 10,000
Accrued accounting fees 5,000 3,000
Total accrued expenses $ 15,000 $ 13,000
========= =========
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 7 - STOCKHOLDERS' EQUITY
--------------------
<P>
The Company issued 100,000 restricted common shares each to
Joseph Spitzer (President) and Michael D. Farkas (Vice
President, Treasurer, Secretary), the Company's sole
officers and directors, in consideration for management
services valued at $1,000. These individuals are deemed to
be founders and affiliates of the Company.
<P>
On March 25, 1999, the Directors authorized a forward split
of 47,500 to 1 on its common stock. Immediately following
the split the founders owned 9,500,000 restricted common
shares.
<P>
On March 26, 1999, the Company entered into a private
offering of securities pursuant to Regulation D, Rule 504,
promulgated by the Securities Act of 1933. Common stock was
offered to non-accredited investors for cash consideration
of $.20 per share. 500,000 shares were issued to 25
unaffiliated investors. That offering is now closed.
<P>
In June, 1999 the Company engaged legal counsel for services
relating to SEC filings and related documentation. The fees
to be paid for these services are estimated to be $15,500.
In addition, the Company issued 50,000 shares of common
stock (valued at $500) as additional payment for the
services performed.
On December 6, 1999 the Company issued 500,000 restricted
common shares in connection with the formation of
i-RealtyAuction.Com, Inc. valued at par $500 (see Note 4).
<P>
NOTE 8 - RELATED PARTY TRANSACTIONS
--------------------------
<P>
In April, 1999 the Company agreed to reimburse Atlas Equity
Group, Inc., a related party, $1,000 per month (on a month-
to-month basis) for operating and administrative expenses.
Atlas Equity Group, Inc. is owned by Michael D. Farkas.
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GLOBAL REALTY MANAGEMENT GROUP, INC.
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(A DEVELOPMENT STAGE COMPANY)
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 1999
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NOTE 8 - RELATED PARTY TRANSACTIONS (CONT'D)
----------------------------------
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In April, 1999 the Company agreed to reimburse Allstate
Realty Associates, a related party, $500 per month (on a
month-to-month basis) for operating and administrative
expenses. Allstate Realty Associates is owned by Joseph
Spitzer.
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In December, 1999 the Company issued 500,000 shares of
common stock and paid $30,000 in connection with the
formation and acquisition of a 30% interest in
i-RealtyAuction.Com, Inc. 70% of i-RealtyAuction.Com, Inc.,
is owned by i-Incubator.Com, Inc. a related party.
i-Incubator.Com, Inc. exchanged consulting services valued
at $700 for its 70% interest in I-RealtyAuction.Com, Inc.
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SIGNATURES
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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, thereunto duly authorized.
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By: /s/Michael Farkas
----------------------
MICHAEL FARKAS
Title: Vice President and Director
Date: May 10, 2000
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INDEX TO EXHIBITS
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Exhibit 3(i) Articles of Incorporation *
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Exhibit 3(ii) By-laws *
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Exhibit 27 Financial Data Schedule *
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* Filed with the original filing filed on April 11, 2000.
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