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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB12G/A
GENERAL FORM FOR THE REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
HelixSphere Technologies Inc.
(Formerly Global Resources/Ventures Inc.
Formerly Global Resources Ltd.)
Incorporated in the State of Nevada
August 3rd, 1983
Suite 200, 3804 Macleod Trail South,
Calgary, Alberta, Canada
T2G 2R2
Phone:(403) 216-5010
Title of Each Class Name of each exchange on which registered
Common Shares OTC BB
Item 1. Description of Business
a) Business Development
HelixSphere Technologies Inc. (the "Corporation") was originally
incorporated under the laws of the State of Nevada on August 3,
1983 as Global Resources, Ltd. On August 19, 1997 the
corporation changed its name to Global Resources/ Ventures and on
March 1, 1999 to HelixSphere Technologies Inc.
On December 7, 1998 Global Resources/Ventures entered into an
agreement with 744353 Alberta Ltd. ("744353") to acquire all
outstanding shares of 744353 Alberta Ltd. by share exchange, the
deal closed in February of 1999.
744353 Alberta Ltd. owns the rights to proprietary technology
used in certain types of bicycles, wheelchairs, and recreational
watercraft. The technology eliminates the chain and a gear
system used in bicycles and provides greatly enhanced
transmission of force. When applied to wheelchairs, the system
allows easier use and requires less effort. In both of these
applications, the constant transfer of power creates increased
efficiency and output. In February of 1999, 744353 Alberta Ltd.
became a wholly owned subsidiary of HelixSphere Technologies
Inc. (formerly Global Resources/Ventures Inc.). In March of
1997 744353 Alberta Ltd. entered into an agreement to acquire
the technology from a third party.
b) Business of Issuer
HelixSphere Technologies Inc. is in the business of intellectual
property research and development, including marketing for
commercialization. The short-term goal is to familiarize and
gain acceptance in the marketplace for a revolutionary mechanical
drive system, as it applies to a number of applications for
established markets.
The Corporation is developing technology for a novel mechanism to
power bicycles, wheelchairs and personal watercraft. The
technology represents an efficient approach to the transmission
of human power to these vehicle applications. Testing of the
technology has shown increased efficiency and ergonomic superior
movement for the person powering the device. The Corporation
intends to prototype and develop the technology as it relates to
these applications and to seek licensing, joint venture or
manufacturing and distribution opportunities over the medium to
longer term.
Helix Drive Bicycle
The drive utilizes the linear stroke of a rider's leg muscles to
overcome the inherent inefficiencies of the traditional crank-
rotational movement. The Helix Drive System, by its inherent
design, utilizes linear body movement, which is a more natural
body motion. It is simply a push-pull system similar to the
motion developed in the popular a stair climber. This allows for
maximum muscle recruitment and a continuous efficient transfer of
power. The result is a more economical transfer of power from
the body to the wheel while minimizing the amount of stress to
the rider versus the rotational movement.
MARKET
Over the past 15 years the bicycle industry has been consistent
with more than 100,000,000 units manufactured and sold per year
worldwide. The U.S. industry is increasing according to the
BMRI, Bicycle Market Research Institute-U.S.A. from a $3.6
billion industry in 1990 to a $5.2 billion industry in 1996.
These statistics are based on unit sales of 20" wheels and above,
the adult market.
The market statistics for the U.S. also reflects that
approximately 53 million Americans age seven and older ride
bicycles in a given year. Cycling is the third most popular
recreational activity in the U.S. behind exercise walking and
swimming (National Sporting Goods Association).
There are three American manufacturers that dominate the unit
sales in the U.S. - Huffy Corp., Murray Ohio Mfg. and Roadmaster.
Their bicycles are mostly sold through the mass-merchants such as
Wal Mart, K-Mart and Toys R Us. About 80% of mass-merchant bikes
are built in the U.S.
In dollars, the specialty channel accounts for approximately half
of the cycling dollars spent. The specialty bike dealers account
for nearly 100% of the service, parts and accessories sales and
dominate in the bicycles selling for over $250.00. The U.S. has
by far the largest number of independent bicycle shops at over
6800.
MARKETING AND DISTRIBUTION STRATEGY
The Helix Drive Bicycle prototypes and Helix Drive System have
been introduced to the industry at two of the major tradeshows in
1997 - European Bicycle Design Competition (EBDC), Milan 2000,
and Interbike 97 (Anaheim, Ca).
The Helix Drive Bicycle garnered 2nd prize for technical
innovation at Vision 2000 part of EBDC, and won accolades and
expressions of commercial interest from major industry players,
market watchers and industry leaders at Interbike '97.
The Corporation intends to market and distribute the Helix Drive
System Bicycle and the components in a two-pronged strategy;
First, through the development, manufacture and distribution of a
complete bicycle for the high-end consumer, under the
Corporation's own brand name and trademarks, assembled using off-
the-self components where possible, and distributed through
conventional channels, utilizing distributors, wholesalers, and
the extensive retail distribution network in North America and
Europe. An elite testing and competition team at the national
and international levels will complement the effort.
Secondly, the Corporation plans to embark on an aggressive
technology licensing campaign, providing selected leading bicycle
manufacturers, assemblers and distributors limited rights to the
technology, in defined markets, and subject to minimum sales and
royalty requirements.
Stage of Development
Several early prototypes of the Helix Drive Bicycle have been
developed. A pre-production prototype must now be developed.
When this has been completed technical assessment and
specification of the individual components must be completed and
a specification list for every component developed. Once this
list has been developed, existing components will be identified
for use whenever possible to minimize the need to develop new
components. It is expected that only the frame and actual
drive system will be produced under contract for the Corporation,
all other components will be off the shelf and readily available
in the industry. The specifications for these components will be
developed and third party manufacturers will be contracted for
the production. The Corporation will undertake the assembly,
testing and quality control for the product prior to shipping
either directly to the purchasers or to select bicycle dealers.
As market penetration increases it is expected that production
will be contracted or undertaken by existing bicycle
manufacturers under license or through a joint venture agreement.
HELIX DRIVE WHEELCHAIR
The trend for persons with disabilities is to be more
independent, mobile and participate in normal day to day
activities. The principal consumers for wheelchairs are
hospitals, nursing homes and the home use segment. With the baby
boomers aging and as the general population life expectancy
increases, the forecast for growth in the industry is in the
range of 7-9% annually. Sales consist of powered (electric) and
manual wheelchairs. The industry has responded with many new
innovations including tilted-in wheels, hand-pedal style with
gears such as bicycles, suspensions and various styles for a
range of sporting events such as racing, trail riding,
basketball, and tennis.
Description of Wheelchair Drive System
The operation of the Helix Drive System for wheelchairs
incorporates the bio-mechanically-efficient movement of a
straight push and/or pull of the arms. There is the added
benefit of being able to add multiple gearing (under development)
to the final drive ratio with the addition of an in-line gearing
system (under development) with the helix drive shaft. Due to
the nature of the Helix Drive System, a variety of wheel sizes
can be introduced. This unique benefit allows for optimizing the
wheel size while not needing to contend with the diameter of the
wheel to mount a hand-rim to the wheel. This allows for design
of the wheelchair for easy side entry and exit. Turning will be
accomplished with the direct actuation of the shafts with
alternate push-pull movements on the handgrips. The options
under development include inline compound helix drive shafts,
enclosed braking, twist-shift handles and one-way clutch systems.
The drive system will add minimal weight to a wheelchair. This
adds up to a more efficient drive system that allows the user to
traverse greater distances and access many more varying terrain
conditions.
This propulsion system will allow the user to push and/or pull to
propel them forward while anchoring the trunk of the upper-body.
This stabilizes the upper torso in a natural way and lends to the
elimination of the oscillating movement of the body, which is
associated to the traditional hand-rim propulsion method. This
also eliminates the thrusting movement of the shoulder, which can
lead to additional medical problems.
People with limited upper-extremity function and strength will
benefit. The Helix Drive System wheelchair gives the user a new
and increased level of mobility, better ergonomic function and
freedom through the discovery and application of mechanics.
Stage of Development
The wheelchair is in an earlier stage of development than the
bicycle. Currently a conceptual prototype has been built which
has allowed the evaluation of body positioning; handle positions,
wheel sizing and position, and optimal helix configuration. The
conceptual prototype moves forward in a straight line only and
the specific clutching and braking systems for turning and
backing up need to be incorporated into the next prototype of the
product.
Market
The athletic and sports segments of this market tend to be the
earliest adopters of new technologies. As in cycling industry it
is expected that racing wheelchair/hand cycle competitors will be
the first adopters of the Corporation's technology. Their high
profile and visibility will help spur the adoption of the
technology throughout the remaining segments of the market.
Cannondale has estimated that the sport wheelchair market is $400
million USD per year on a global basis. The total U.S. market
for wheelchairs is approximately $500 million annually.
Production and Distribution Strategy
It is the Corporation's intention to seek a joint venture or
licensing agreement with one of the major wheelchair producers
and distributors due to the specialized nature of this market and
the importance of established distribution channels.
TECHNOLOGY RESEARCH & DEVELOPMENT
The unique state-of-the-art technology has been applied to first
generation prototypes that show the use of the technology as it
applies to bicycles and wheelchairs. The prototypes utilize
machined and twisted helical bars of 360 degrees and 720 degrees.
There needs to be further development and tests of mechanical
components, stress and safety testing, materials, control
shifting, linear gear development, reciprocal mechanics,
suspensions and aesthetics. There will be an additional focus on
the seating position and related ergonomic concerns. Defined
studies will be undertaken to focus on human kinetics related to
the new seating positions (new saddle development) and the drive
movement of the linear stroke.
The corporation expects that the entire initial R&D process to
deliver the first product for production and distribution will be
completed in an estimated 8 to 12 months. The majority of funds
to date have gone towards the acquisition of the technology.
Introduction of the researched technology has garnered
enthusiastic responses from professionals in the bicycle
industry, mobility products companies and recreational companies.
The company has received letters of interest to assist in
development, licensing to acquisition of the technology.
Patents
The bicycle, wheelchair and watercraft patent application are in
the patent pending stage.
Approvals and Government Regulations
Due to the nature of the device the FDA must approve the
wheelchair prior to its sale, application for approval will be
made upon completion of a final prototype. With devices such as
the wheelchair, extensive product safety testing must be
completed before the product can be released for sale.
Expenditures on Research and Development
Since inception the corporation has spent approximately $375,000
US to acquire the technology, $35,000 US for costs associated
with the patenting process, and $15,000 US in further research
and development. It is estimated that approximately 500 hours
have been spent in the most recent year on research and
development activities directly related to the products.
Environmental Laws
There are no unusual or extraordinary costs or impacts from
local, state, or federal laws since the Corporation is involved
in research and development, and will at most in the future, be
assembling components manufactured by others.
Employees
HelixSphere Technologies currently has two full time consultants.
Item 3. Management's Discussion and Analysis or Plan of
Operation
Over the next twelve months the company will embark on the
process of completing the development of the technology by
undertaking the following;
o Completion of pre-production prototypes
o Final Assembly - design, key specifications, testing, materials
- -corrosion, durability
o Determine 1st generation design, build quantities
o Determine industry and association partnerships, endorsements
o Final product Beta testing - reliability
o Update market research - markets, competitive analysis, sales
forecasts
o Complete final product specifications
o Materials procurement, manufacturing/assembly procedure
o Distribution plan - service plan - resources commitments
o Pilot build - assembly, evaluation
o Complete all manufacturing criteria, assembly, delivery
o Complete supplier qualification
o Product manuals, customer-user specifications documents
o Pricing strategy, roll-out/distribution strategy
Currently the Corporation has minimal cash reserves that will
only allow its continued operation for 2 to 4 months. In order
to implement the current plan of operation for the next twelve
months the company will need approximately $500,000 U.S. It will
be necessary for the Corporation to raise these additional funds.
It is expected that the company may complete some final assembly
and quality assurance programming of the initial production runs
and lease limited space. The Corporation does not expect to
purchase a plant and the assembly and shipping activity do not
require any specialized or significant equipment.
Contract employees will complete numerous aspects of the plan of
operation. It is expected that over the next twelve month period
the Corporation's number of employees will increase to
approximately ten.
Item 3. Description of Property
The corporation does not own any property.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
As of September 30, 1999
Title of Class
Name, Address and Position of Beneficial Owner
Amount And Nature Of Beneficial Owner
Percent of Class
Common Shares
Robert J. Chin,
Director & President
Box 4689, Station 'C', Calgary, Alberta, Canada, T2T 5P1
2,750,000(1)
35.8%
Common Shares
Howard M.W. Ames
Director & CEO
328 Silver Crest Drive N.W., Calgary, Alberta, Canada, T3B 2Y2
2,200,000
28.7%
Common Shares
Tony Lanzl
Director
555 East Chestermere Drive, Chestermere, Alberta, Canada, T1Z 1A4
879,218(2) Common and
434,663 Warrants(3)
11.5%
Common Shares
(1) These shares include 1,150,000 common shares issued to a
holding company 100% owned by Mr. Chin, and 1,600,000
exchangeable shares in 744353 Alberta Ltd. exchangeable on a one
for one basis for common shares in HelixSphere Technologies Inc.
(formerly Global Resources/Ventures Inc.)
(2) Includes exchangeable shares held by a number of private
corporations that are solely owned by, or where Mr. Lanzl is a
significant or majority shareholder.
(3) The warrants allow the holder to acquire one share of
HelixSphere Technologies Inc. (formerly Global Resources/Ventures
Inc.) at $1.00 U.S. per share at any time until October 29, 2000.
Item 5. Directors, Executive Officers, Promoters and Control
Persons
As of September 30, 1999
Robert J. Chin - Age 39
Director, Chairman of the Board, President & Treasurer
Appointed December 17, 1998
1997-Present - President and Director of 744353 Alberta Limited a
corporation formed to acquire proprietary technology from Helical
Dynamics International.
1996-1997 - Consulting, Marketing & Development- Helical Dynamics
International and Helical Dynamics Corp.
1996-Present - President and Director of 692776 Alberta Limited,
a private holding/investment corporation
1991-Present - President and Director of Showcana Corporation, a
production and artist management corporation
Howard M. W. Ames - Age 37
Director, CEO & Secretary
Appointed December 17, 1998
July 1998 to present - Consulted to management of 744353 Alberta
Ltd. regarding corporate and strategic development issues.
March 1997 to August 1999 - Director, Andrew Wolf Cellars Ltd.
publicly traded wine importation, bottling and distribution
company.
May 1996 to Oct. 1998 - Director, H20 Entertainment Corp., a
publicly traded software game developer.
Nov. 1996 to Oct. 1997 - Director, Datalogger Inc. a publicly
traded company, providing oil field services.
Dec. 1995 to Jan. 1997 - CEO, Interim COO, Zarges Strongbox Inc.
a private manufacturer of custom cases.
July 1992 to July 1995 - Director, CFO & General Manager of
Canadian Chemical Reclaiming Ltd. a publicly trader oil & gas
service provider.
Tony Lanzl - Age 39
For the last five years Mr. Lanzl has been the President of and
Denturist for Smile Denture Clinics.
In addition he owns and operates Monty's Deli, Penguin Pub, and
has a number of other business and investment interests that he
manages.
Bernard Stanton - Age 72
1992 to present - Consultant to AON Reed Stenhouse, Edmonton,
Alberta, for Aerospace and Aviation clients.
1986-1995 - Vice Chairman, Director and Chairman of Executive
Committee of Central Western Railway Holding Corporation and
subsidiary companies.
Item 6 Executive Compensation
As of December 31, 1998 neither Robert J. Chin, President and
Treasurer nor Howard M. W. Ames CEO and Secretary had received
any compensation in any form from the Corporation. Messrs. Lanzl
and Stanton have not received compensation for their services as
of December 31, 1998.
The former President of the Corporation from January 1, 1998 to
December 17, 1998 received a total of $1,774.83 compensation. No
other compensation has been paid to any other Director or Officer
during the period January 1, 1998 to December 17, 1998.
Item 7 Certain Relationships and Related Transactions
Robert J. Chin, Director and President and Tony Lanzl, Director
are both Directors and shareholders, and additionally Mr. Chin is
President of 744353 Alberta Ltd. who in December of 1998 entered
into a Letter of Intent and subsequently entered into a share
exchange agreement with HelixSphere Technologies Inc. (the
"Corporation") concluding with 744353 Alberta Ltd. becoming a
wholly owned subsidiary of the Corporation.
Mr. Chin owned 60.5% of 744353 Alberta Ltd. and Mr. Lanzl owned
29.5% of 744353 Alberta Ltd. In addition, Mr. Lanzl owns
warrants in 744353 Alberta Ltd. giving him the right to acquire
up to 401,330 shares in 744353 Alberta Ltd. at a price of $1.00
U.S. per share upon conclusion of the transaction these warrants
were exchanged for warrants in HelixSphere Technologies Inc. on a
one for one basis with the same rights and privileges.
Item 8 Description of Securities.
The Corporation has one class of stock authorized common share
for which its charter allows the issuance of up to 50,000,000
shares. The Board of Directors may from time to time, declare
and the corporation may pay, dividends on its outstanding shares
upon the terms and conditions provided by law and its articles of
incorporation. Each issued common share has the right to vote at
any shareholder's meeting called by the corporation.
Part II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
The Corporation's common shares are traded OTC-BB
Approximate number of holders of record - 80 (Eighty) as of
September 30, 1999.
As of September 30, 1999 the Corporation has paid no dividends.
The Board of Directors may from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the
manner, and upon terms and conditions provided by law and its
articles of incorporation.
Item 2. Legal Proceedings
As of December 31, 1998 the Corporation was not a party to any
litigation, however, 744353 Alberta Ltd., which was subsequently
acquired by share exchange by the issuer, was and remains a party
to litigation as follows:
744353 Alberta Ltd. is a party to a pending legal proceeding in
the Court of Queen's Bench of Alberta in the Judicial District of
Calgary.
On April 7, 1998 action was launched by Dr. Harry Snatic, Dr. Jed
Snatic, David Townshend, Trevor Countryman, Dr. Wayne Young and
Contraband Properties Inc. ("the Plaintiffs") against Mighel
Doroftei, Helical Development Corporation and Helical Dynamics
International Inc. ("HDI") subsequently the action was amended to
include Robert Chin and 744353 Alberta Ltd. ("the defendants").
The Plaintiffs sought to prevent the sale of certain assets of
Helical Dynamics International Inc. specifically patents pending
relating to the use of a helical drive system in bicycles,
watercraft and wheelchairs and the licensing of rights to use
related technology in these applications ("the technologies").
In March 1997, 744353 Alberta Ltd. entered into a agreement to
purchase the technologies from HDI. The plaintiffs sought to
prevent the sale and to prevent any other sale or transfer of the
technology of HDI or 744353 Alberta Ltd. without their consent.
An order was granted in June 10, 1998 which provides that 744353
Alberta Ltd. the defendants "are and shall be entitled to carry
on business in the ordinary course PROVIDED ONLY that should they
wish to sell, encumber, dissipate or otherwise change their
interest in the Technology, whether directly or indirectly, they
shall first provide to the Plaintiffs, through their counsel,
written notice (the "Notice") of the proposed transaction at
least 30 days prior to closing of the transaction. . . .
Should the Plaintiffs wish to object to the transaction proposed
in the Notice, they shall, within the 30 days provided in the
Notice, apply to the Court in this Action with notice to counsel
for the Defendants to restrain the proposed transaction (An
"Objection"). Pending further Order of the Court with respect to
the Objection the proposed transaction shall not proceed."
In the affidavits of the Plaintiffs they sought as relief in
part, a declaration that the agreement entered into by HDI and
744353 Alberta Ltd. was null and void and sought associated
damages and costs.
Current Status of Litigation
The Plaintiffs have taken no further action since June 10, 1998.
On August 16, 1999 HDI transferred title to all technology as
identified in the sale agreement of March of 1998 to 744353
Alberta Ltd.
Item 3. Change in and Disagreements with Accountants
In September 1999, the Corporation's directors changed Auditors
from Barry L. Friedman, of Las Vegas, Nevada to Werner Haag of
Calgary, Alberta, Canada in order to facilitate access by
management and executive to the firm's auditors. There was no
adverse opinion or disclaimer of opinion expressed on the
previous audited statements by Mr. Friedman, nor were there any
disagreements or outstanding issues.
Item 4. Recent Sales of Securities
The following list outlines all securities issued by the
Corporation since July 16, 1998 and its filing document pursuant
to Reg. Sc. 240.15c2-11 (a)(5).
Date Type Number Amount Persons
Nov. 2/98 Common 200,000 $2,000 Consulting Services
Dec.7/98 Common 1,150,000 $115,000 paid by Promissory
Note-R. Chin
Dec.7/98 Common 700,000 $70,000 paid by Promissory
Note-H. Ames
Feb.24/99 Common 2,643,217 All outstanding common
shares of 744353
Alberta Ltd.
744353 Alberta Ltd. Shareholders
Jun. 21/99 Common 33,333 $25,000 Private Placement
Aug. 4/99 Common 10,000 $7,500 Private Placement
Item 5. Indemnification of Directors and Officers
The Corporation indemnifies Officers, Directors, Employees and
Agents of the corporation pursuant to Chapter 78.751 of the
Nevada revised Statutes, in its entirety.
The company's stock traded, according to "Realtime Quotes" Low -
.75 High - 2.125 during the last quarter of 1998.
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
Table of Contents
Auditors' Report 1
Balance Sheet 2
Statement of Loss and Deficit 3
Statement of Cash Flows 4
Notes to Financial Statements 5-6 AUDITORS' REPORT
To the Shareholders of
Global Resources/Ventures Inc.
We have audited the balance sheet of Global Resources/ Ventures
Inc. as at December 31, 1998 and the statements of loss and
deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an audit opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
December 31, 1998 and the results of its operations and the
changes in its financial position for the year then ended in
accordance with generally accepted accounting principles.
The comparative figures for 1997 were reported on by other auditors.
Calgary, Alberta
November 15, 1999
Werner Haag
Chartered Accountants
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
BALANCE SHEET
DECEMBER 31, 1998
US $
1998 1997
ASSETS
LIABILITIES
CURRENT
Payable to 744353 Alberta Ltd. 4,343 -
Payable to directors - 1,690
4,343 1,690
SHAREHOLDERS' DEFICIENCY
Share capital (Note 3) 17,325 2,400
Deficit (21,668) ( 4,090)
( 4,343) ( 1,690)
- -
The accompanying notes are an integral part of these financial
statements.
APPROVED ON BEHALF OF THE BOARD:
Howard M.W. Ames Director - CEO
Robert J. Chin Director - President
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
STATEMENT OF LOSS AND DEFICIT
YEAR ENDED DECEMBER 31, 1998
U.S.$
1998 1997
REVENUE - -
EXPENSES
Contract services 6,375 -
Professional fees 3,350 -
Office 7,082 1,690
Agent fees 768 -
Bank charges 3 -
17,578 1,690
NET LOSS FOR THE YEAR (17,578) (1,690)
Deficit At Beginning Of Year 4,090) (2,400)
DEFICIT AT END OF YEAR (21,668) (694,548)
The accompanying notes are an integral part of these financial
statements.
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
U S $
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year (17,578) (1,690)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from 744353 Alberta Ltd. 4,343 -
Advances from (to) directors (1,690) 1,690
Issuance of share capital 149 _
Issuance of additional paid in capital 14,776 -
17,578 1,690
INCREASE IN CASH BEING CASH AT END OF YEAR - -
The accompanying notes are an integral part of these financial
statements.
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. INCORPORATION OF COMPANY
The Company was incorporated on August 3, 1983 under the laws of
the State of Nevada, U.S.A., as Global Resources Ltd. On August
19, 1997 the Company changed its name to Global
Resources/Ventures Inc.
2. CONTINUITY OF OPERATIONS
These financial statements are prepared in accordance
with generally accepted accounting principles with the assumption
that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business as a going
concern. However, the Company has no current source of revenue.
Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
3. SHARE CAPITAL
Authorized
50,000,000 shares at $.001 per share
Number U S $
Issued
Balance December 31, 1997 2,400,000 2,400
Issued for cash 149,250 149
Balance December 31, 1998 2,549,250 2,549
Additional paid in capital 14,776 17,325
cash contribution in 1998
GLOBAL RESOURCES/VENTURES INC.
(Formerly Global Resources, Ltd.)
(A Nevada U.S.A. Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1998
4. INCOME TAXES
At December 31, 1998 the Company has income tax losses available
for carry forward to reduce future taxable income. The benefit
of these tax losses has not been recognized in the financial
statements, and expires as follows:
2004 $ 1,690
2005 17,578
$ 19,268
5. SUBSEQUENT EVENT
Subsequent to December 31, 1998 the Company acquired all the
outstanding share capital of a Canadian Company, 774353 Alberta
Ltd., in a share for share exchange.
6. UNCERTAINTY DUE TO YEAR 2000 ISSUE
The year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in some
systems that use certain dates in 1999 to represent something
other than a date. The effect of the Year 2000 issue may be
experienced before, on, or after January 1, 2000. If not
addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure that could
affect an entities ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year
2000 issue affecting the entity, including those related to the
effects of customers, suppliers, or other third parties, will be
fully resolved.
744353 ALBERTA LTD.
FINANCIAL STATEMENTS
DECEMBER 31, 1998
Table of Contents
Auditors' Report 1
Balance Sheet 2
Statement of Loss and Deficit 3
Statement of Cash Flows 4
Notes to Financial Statements 5-7 AUDITORS' REPORT
To the Shareholders of
744353 Alberta Ltd.
We have audited the balance sheet of 744353 Alberta Ltd. as at
December 31, 1998 and the statements of loss and deficit and cash
flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an audit opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
December 31, 1998 and the results of its operations and the
changes in its financial position for the year then ended in
accordance with generally accepted accounting principles.
Calgary, Alberta
November 15, 1999
Werner Haag
Chartered Accountants
744353 ALBERTA LTD.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
CURRENT
Cash $ 5,277
Accounts receivable 2,291
Receivable from Global Resources/Ventures 6,427
Receivable from directors 3,528
Prepaid expenses 794
18,317
CAPITAL (Note 4) 3,327
$ 21,644
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 107,877
Payable to directors 6,291
114,168
SHAREHOLDERS' DEFICIENCY
Share capital (Note 5) 602,024
Deficit (694,548)
(92,524)
$ 21,644
The accompanying notes are an integral part of these financial
statements.
APPROVED ON BEHALF OF THE BOARD:
Robert J. Chin Director-President
Howard M.W. Ames Director
744353 ALBERTA LTD.
STATEMENT OF LOSS AND DEFICIT
YEAR ENDED DECEMBER 31, 1998
REVENUE
EXPENSES
Technology, research,
Development and patents 616,402
Professional fees 23,833
Contract services 19,500
Advertising and promotion 14,270
Travel and accommodation 10,808
Office 3,548
Telephone 3,365
Rent 3,178
Bank charges 1,067
Amortization 746
696,717
Less rent recovery (2,169)
NET LOSS FOR THE YEAR
BEING DEFICIT AT END OF YEAR $(694,548)
The accompanying notes are an integral part of these financial
statements.
744353 ALBERTA LTD.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year $ (694,548)
Adjustment for Amortization 746
(693,802)
Changes in non-cash operating working capital
Accounts receivable (2,291)
Prepaid expenses (794)
Accounts payable and accrued liabilities 107,877
Advances from directors 2,763
107,555
(586,247)
CASH FLOWS FROM INVESTING ACTIVITIES
Receivable from Global Resources/Ventures (6,427)
Purchase of capital assets (4,073)
(10,500)
CASH FLOWS FINANCING ACTIVITIES
Issuance of share capital 602,024
INCREASE IN CASH BEING CASH AT END OF YEAR $ 5,277
The accompanying notes are an integral part of these financial
statements.
744353 ALBERTA LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. INCORPORATION
The Company was incorporated under the laws of the Province of
Alberta on June 18, 1997 and commenced operations in 1998.
2. SUMMARY OF ACCOUNTING POLICIES
Capital Assets
Capital assets are recorded at cost. Amortization is
provided on the diminishing balance basis at an annual rate of
20%.
Research and Development Costs
Research costs are expensed as incurred. Development costs
are also expensed unless they meet specific criteria related to
technical, market and financial feasibility.
Foreign Currency Translation
Monetary assets and liabilities have been translated using the
exchange rate in effect as of the date of the balance sheet.
Non-monetary assets and liabilities have been translated using
the exchange rate at the time the asset was acquired or the
debt incurred.
Revenue and expenses have been translated using the average
exchange rate for the year. Gains or losses in translation
have been charged to income of the current year.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported
amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the
financial statements and revenues and expenses for the period
reported. Actual results could differ from those estimates.
744353 ALBERTA LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1998
3. CONTINUITY OF OPERATIONS
These financial statements are prepared in accordance with
generally accepted accounting principles with the assumption that
the Company will be able to realize its assets and discharge its
liabilities in the normal course of business as a going concern.
The Company has sustained a material loss and has a working
capital deficiency and has no established source of revenue.
If the Company is unable to meet debt obligations through
establishment of revenue sources or the realization of additional
capital, it would be unlikely that the Company would continue as
a going concern.
4. CAPITAL ASSETS
Accumulated Net Book
Cost Amortization Value
Leasehold improvements $ 4,073 $ 746 $ 3,327
5. SHARE CAPITAL
Authorized
Unlimited Class A and B voting shares
Unlimited Class C, D, E and F non-voting shares
Unlimited Class G and H non-voting redeemable shares
Issued for cash 2,555,328 Class A shares $ 602,024
744353 ALBERTA LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1998
6. INCOME TAXES
At December 31, 1998 the Company has income tax losses available
for carry forward to reduce future taxable income. The benefit
of these tax losses has not been recognized in the financial
statements, and expires as follows:
2005 $ 75,809
Amounts expensed in financial statements
and not yet claimed for income tax purposes 462,302
$ 538,111
7. SUBSEQUENT EVENT
Subsequent to September 30, 1998 all the outstanding share
capital of the Company was acquired by a U.S.A. Company, Global
Resources/Ventures.
8. UNCERTAINTY DUE TO YEAR 2000 ISSUE
The year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in some
systems that use certain dates in 1999 to represent something
other than a date. The effects of the Year 2000 issue may be
experienced before, on, or after January 1, 2000. If not
addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure that could
affect an entities ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year
2000 issue affecting the entity, including those related to the
effects of customers, suppliers, or other third parties, will be
fully resolved.
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.
Date: December 1st, 1999
744353 Alberta Limited
President-Director
Robert J. Chin
HELIXSPHERE TECHNOLOGIES INC.
(Formerly Global Resources/Ventures)
(A Nevada, U.S.A. Company)
CONSOLIDATED FINANCIAL STATEMENTS (Interim)
THIRD QUARTER
AS AT SEPTEMBER 30, 1999
BALANCE SHEET
INTERIM
SEPT. 30/99
ASSETS
Current -
Cash $40.12
Accounts receivable $4,666.10
Receivable from directors $929.25
Prepaid expenses $529.33
Retainers paid $2,108.31
CAPITAL ASSETS $2,072.30
$10,345.41
LIABILITIES AND SHAREHOLDER'S EQUITY
Current
Accounts payable and accrued liabilities $26,099.53
Payable to directors $33,103.54
Shareholder's loans $11,666.67
$70,869.73
SHAREHOLDER'S EQUITY
Share capital $565,485.30
Deficit ($626,009.62)
$10,345.41
The accompanying notes are an integral part of these financial
statements.
HELIXSPHERE TECHNOLOGIES INC.
(Formerly Global Resources/Ventures)
(A Nevada, U.S.A. Company)
CONSOLIDATED FINANCIAL STATEMENTS (Interim)
THIRD QUARTER
SEPTEMBER 30, 1999
STATEMENT OF LOSS AND DEFICIT
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 - Unaudited
INTERIM
SEPT. 30/99
REVENUE
Sales -
EXPENSES
Technology, research development and patents $19,406.42
Professional fees $60,735.43
Contract services $38,740.70
Advertising and promotion $5,229.50
Travel and accommodation $3,498.09
Office $6,577.90 Telephone $2,762.15
Rent $4,933.01
Bank charges $151.83
Amortization $365.70
Less rent recovery $800.00
NET INCOME (LOSS)
BEING DEFICIT AT PERIOD END ($141,600.73)
Deficit, Beginning of Period -
Deficit, End of Period ($141,600.73)
Net Income (Loss) Per Share -
The accompanying notes are an integral part of these financial
statements.
HELIXSPHERE TECHNOLOGIES INC.
(Formerly Global Resources/Ventures)
(A Nevada, U.S.A. Company)
CONSOLIDATED FINANCIAL STATEMENTS (Interim)
THIRD QUARTER
AS AT SEPTEMBER 30, 1999
STATEMENT OF CASH FLOWS (Unaudited)
INTERIM
SEPT. 30/99
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for year ($141,600.73)
Adjustments for amortization 365.70
($141,235.03)
Changes in non-cash operating working capital
Accounts receivable ($3,138.77)
Prepaid expenses $529.33
Accounts payable and ($45,867.29)
Accrued liabilities
Advances from directors $31,261.54
Shareholder's loans $11,666.67
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of capital assets ($220.00)
CASH FLOWS FROM FINANCING ACTIVITES
Issuance of share capital $147,043.67
CASH AT END OF YEAR $40.12
The accompanying notes are an integral part of these financial
statements.
Notes to the Financial Statements
1. These financial statements report on a consolidated basis
the activities of the HelixSphere Technologies Inc. and it's
wholly owned subsidiary 744353 Alberta Ltd. and includes all
adjustments that in the opinion of management are necessary
in order to make the financial statements not misleading.
2. The statements are for the third quarter of 1999, ending
September 30,1999.
3. The statements have not been reviewed, are not audited
and are internally generated.
4. There are no comparative financial statements for the
previous 9-month period.
5. The Company was incorporated on August 3, 1983 under the
laws of the State of Nevada, U.S.A. as Global Resources Ltd.
On August 19, 1997 the Company changed its name to Global
Resources/Ventures Inc. On April 3, 1999 the Company changed
its name to HelixSphere Technologies Inc.
6. Continuity of Operations
These unaudited, internally generated interim financial statements
are prepared in accordance with generally accepted accounting
principles with the assumption that the Company will be able to
realize its assets and discharge its liabilities in the normal
course of a business as a going concern. However, the Company
has no current source of revenue. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern.
7. Share Capital
Authorized 50,000,000 shares at $0.001 per share
Number U.S.$
Issued balance Dec. 31, 1997 2,400,000 2,400
Issued for cash 149,250 149
Additional paid in capital
Cash Contribution in 1998 14,776 17,325
Nov. 2, 1998 200,000 2,000*
Dec. 7, 1998 1,150,000 115,000**
Dec. 7, 1998 700,000 70,000***
Feb. 24, 1999 2,643,217 ****
June 21, 1999 33,333 25,000
Aug. 4, 1999 10,000 7,500
* Services valued at $2,000 U.S. from a consultant.
** Issued to Robert Chin, Director and paid via promissory note.
*** Issued to Howard Ames, Director and paid via promissory note.
**** Issued in the acquisition of 744353 Alberta Ltd.
8. Income Taxes
At December 31, 1998 HelixSphere Technologies Inc. and its
wholly owned subsidiary 744353 Alberta Ltd. have income tax
losses available for carry forward to reduce future taxable
income. The benefit of these tax losses has not been
recognized in the financial statements, and expires as follows:
HelixSphere Technologies Inc. (in U.S. $)
2004 1,690
2005 17,578
Total 19,268
744353 Alberta Ltd.
2005 50,539
Amounts expensed in financial statements and not yet claimed
for income tax purposes
308,201
9. Acquisition of 744353 Alberta Ltd.
On February 26, 1999 HelixSphere Technologies Inc. (at the
time operating as Global Resources/ Ventures Inc.) completed
its acquisition of all of the outstanding capital stock of
744353 Alberta Ltd. Under the terms of the agreement the
Company issued 2,643,217 shares of its common stock to the
holders of an equal number of Exchangeable Shares of 744353
Alberta Ltd. and reserved 434,663 shares of its common stock
for possible issuance at U.S. $1.00 a share to the holders of
warrants to acquire shares.
10. Uncertainty Due To Year 2000 Issue
The year 2000 issue arises because many computerized systems
use digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in some
systems that use certain dates in 1999 to represent something
other than a date. The effect of the Year 2000 issue may be
experienced before, on or after January 1, 2000. If not
addressed the impact on operations and financial reporting
may range from minor errors to significant systems failure
that could affect an entities ability to conduct normal
business operations. It is not possible to be certain that
all aspects of the Year 2000 issue affecting the entity,
including those related to the effects of customers, suppliers
or other third parties, will be fully resolved.
11. Capital Assets
Capital Assets are recorded at cost. Amortization is calculated
on the diminishing balance basis at an annual rate of 20%.
12. Research and Development Costs
Research costs are expensed as incurred. Development costs are
also expensed unless they meet specific criteria related to
technical, market and financial feasibility.
13. Foreign Currency translation
Monetary assets and liabilities have been translated using an
exchange rate of 1.5 Canadian to 1.00 U.S.
14. Use Of Estimates
The preparation of financial statement in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amount
of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements
and revenues and expenses for the period reported. Actual
results could differ from those estimates.
15. Capital Assets
Net Book Value
Leasehold
Improvements 2,072
16. Advances From Directors
Advances from directors include consulting fees owed by the
company, which remain outstanding.
September 30th, 1999
HelixSphere Technologies Inc.
Howard M.W. Ames CEO-Director
Robert J. Chin President-Director
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 15, 1998
December 31, 1997
December 31, 1996
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors June 17, 1998
Global Resources/Ventures
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Global
Resources/Ventures (Formerly Global resources, Ltd.) (A
Development Stage Company), as of June 15, 1998, December
31, 1997, and December 31, 1996, and the related statements
of-operations, stockholders' equity and cash flows for period
January 1, 1998, to June 15, 1998, and the two years ended
December 31, 1997, and December 31, 1996. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with 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 a~ evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Global
Resources/Ventures, (Formerly Global Resources, Ltd.), (A
Development Stage Company), as of June 15, 1998, December 31, 1997,
and December 31, 1996, and the results of its operations and cash
flows for the period January 1, 1998, to June 15, 1998, and the
two years ended December 31, 1997, and December 31, 1996, in
conformity with generally accepted accounting principles.
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 has suffered
recurring losses from operations and has no established source
of revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
Barry L. Friedman
Certified - Public Accountant
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
June December December
15, 1998 31, 1997 31, 1996
CURRENT ASSETS:
Cash $ 2,875 $ 0 $ 0
Notes Receivable $ 12,050 $ 0 $ 0
Accrued Interest Receivable 13 0 0
TOTAL CURRENT ASSETS $ 14,938 $ 0 $ 0
OTHER ASSETS: $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
$ 14,938 $ 0 $ 0
See accompanying notes to financial statements & audit report
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June December December
15, 1998 31, 1997 31, 1996
CURRENT LIABILITIES:
Officers Advances (Note#6) $ 4,145 $ 1,690 $ 0
TOTAL CURRENT LIABILITIES $ 4,145 $ 1,690 $ 0
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1996-2,400,000 shs $ 2,400
December 31, 1997-2,400,000 shs $ 2,400
June 15, 1998-2,549,250 shares $ 2,549
Additional paid in Capital $ 14,776 $ 0 $ 0
Accumulated loss -6,532 -4,090 -2,400
TOTAL STOCKHOLDERS' EQUITY $ 10,793 $ -1,690 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 14,938 $ 0 $ 0
See accompanying notes to financial statements & audit report
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan.1, Year Year Aug.3,1983
1998 to Ended Ended (inception)
June 15, Dec.31, Dec.31, to June15,
1998 1997 1996 1998
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES:
General, Selling
and Administrative $ 2,455 $ 1,690 $ 0 $ 6,545
Total Expenses $ 2,455 $ 1,690 $ 0 $ 6,545
Net loss
from operations $-2,455 $-1,690 $ 0 $-6,545
Other Income/Expenses
Interest Income +13 0 0 +13
Net Loss $-2,442 $-1,690 $ 0 $-6,532
Net Profit/Loss (-)
per weighted
share (Note 2) $-.0010 $-.0007 $ .0000 $-.0027
Weighted average
shares outstanding 2,400,899 2,400,000 2,400,000 2,400,027
See accompanying notes to financial statements & audit report
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Common Stock paid-in Accumulated
Shares Amount capital Deficit
Balance, 2,400,000 $2,400 $ 0 $-2,400
December 31, 1995
Net loss year ended
December 31, 1996 _________ _________ _________ __________
Balance,
December 31, 1996 2,400,000 $2,400 $ 0 $ -2,400
Net loss year ended
December 31, 1997 _________ _________ _________ __-1,690
Balance,
December 31, 1997 2,400,000 $2,400 $ 0 $ -4,090
June 15, 1998
public offering 149,250 149 14,776
Net loss,
January 1, 1998 to
June 15, 1998 _________ _________ _________ __-2,442
Balance,
June 15, 1998 2,549,250 $ 2,549__ $ 14,776_ $ -6,532
See accompanying notes to financial statements & audit report
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year Aug. 3,1983
1998 to Ended Ended (inception)
June 15, Dec. 31, Dec. 31, to June 15,
1998 1997 1996 1998
Cash Flows from
Operating Activities:
Net Loss $ -2,455 $ -1,690 $ 0 $ -6,545
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
Assets +12,063 +12,063
Increase in current
liabilities: +2,455 +1,6900 0 +4,145
Net cash used in
operating activities $+12,063 $ 0 $ 0 $ -9,663
Cash Flows from
Investing Activities:
Accrued Interest
Receivable - 13 -13
Cash Flows from
Financing Activities:
Issuance of common
Stock for notes -12,050 -12,050
Issuance of common
Stock for cash +2,875 0 0 + 5,275
Net increase (decrease)
in cash $ 2,875 $ 0 $ 0 2,875
Cash,
beginning of period 0 0 0 0
Cash,
end of period $ 2,875 $ 0 $ 0 $ 2,875
See accompanying notes to financial statements & audit report
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 15, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 3, 1983, under the laws of the
State of Nevada, as Global Resources, Ltd. On August 19, 1997,
the Company changed its name from Global Resources, Ltd. to Global Resources/
Ventures. The Company has no operations and in accordance
with SFAS #7, is considered a development stage company.
On August 18, 1983, the Company issued 1,800,000 shares of its
$.O01 par value common stock for $ 1,800.
On October 28, 1983, the Company issued 600,000 shares of its
$.OO1 par value common stock for $ 600.
On June 15, 1998, the Company completed a public offering that
was exempt from federal registration pursuant to Regulation D,
Rule 504 of the Securities Act of 1933 as amended. The Company
sold 149,250 shares of Common stock at a price of $0.10 per share
for a total amount raised of $2,875 in cash and $12,050 in short
term notes receivable. These notes range from 90 to 120 days to
maturity and carry interest at 6 or 7%.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except
as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern.
GLOBAL RESOURCES/VENTURES
(FORMERLY GLOBAL RESOURCES, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
June 15, 1998, December 31, 1997, and December 31, 1996
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such
costs are immaterial to the financial statements and, accordingly,
have not been reflected therein. The officers and directors of
the Company are 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 the Company
and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 6 - OFFICERS - ADVANCES
While the Company is seeking additional capital, an officer
of the Company has advanced funds on behalf of the Company to
pay for any costs incurred by it. These funds are interest free.
