<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 0-23498
GRAYSTONE WORLD WIDE, INC.
--------------------------
(Name of Small Business Issuer in its Charter)
DELAWARE 33-0601487
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
282 S. Main Street, Suite C-D
Alpharetta, Georgia, 30004
-----------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (770) 619-9420
2506 Regency Lake Drive
Marietta, Georgia 30062
-----------------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common Voting
Stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- ---
Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: March 31, 1998
- - $0.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.
August 18, 1998 - $12,564,000. There are approximately 1,396,000 shares
of common voting stock of the Registrant held by non-affiliates. During the
past two years, there has been no "established public market" for shares of
common voting stock of the Registrant. This valuation is based upon the
average bid price for shares of common stock of the Registrant on the OTC
Bulletin Board of the NASD on such date.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
N/A
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
August 18, 1998
14,782,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Part III, Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Effective March 20, 1998, Achiote Corporation, a Delaware corporation
(the "Company"), effected a two for one forward split of its outstanding
voting securities, while retaining the authorized capital and par value, with
appropriate adjustments in the stated capital and capital surplus accounts of
the Company. This forward split was reflected in an amendment to the Articles
of the Incorporation of Company of such date, and in which the name of the
Company was changed from "Achiote Corporation" to "Graystone World Wide, Inc."
A copy of the Articles of Amendment respecting these changes was attached to
the 8-K Current Report of the Company dated March 26, 1998, which has been
previously filed with the Securities and Exchange Commission (the
"Commission") and which is incorporated herein by reference. See Part III,
Item 13, of this Report.
Pursuant to an Agreement and Plan of Reorganization dated March 20, 1998
(the "Plan"), between the Company; Graystone World Wide, Inc.,
a Nevada corporation ("Graystone Nevada"); and the sole stockholder of
Graystone Nevada (the "Graystone Nevada Stockholder"), the Graystone Nevada
Stockholder became the controlling stockholder of the Company in a transaction
viewed as a reverse acquisition, and Graystone Nevada became a wholly-owned
subsidiary of the Registrant. The Plan was treated as a recapitalization of
Graystone Nevada for accounting purposes, and the effective date of the Plan
was March 26, 1998. For further information, see the 8-K Current Report of
the Company dated March 26, 1998. See Part III, Item 13, of this Report.
Business.
- ---------
The Company is a holding company specializing in the international
footwear industry. Its primary objective is to build a core of subsidiaries
while acquiring and joint venturing with other companies with an emphasis on
manufacturing footwear.
The only business operations of the Company currently involve the
management of another footwear company, which currently manufactures footwear
under the Company's name, pending negotiations to acquire this entity.
Principal Products or Services and their Markets.
- -------------------------------------------------
It is principally engaged in the manufacture and distribution
of American-made fabric shoes. These products are to be marketed globally.
Competition.
- ------------
Domestically, management believes that there is no competition for the
particular market-niche associated with the type of fabric shoes currently
being manufactured and marketed under the Company's label. Internationally,
only China represents any principal competition.
Sources and Availability of Raw Materials.
- ------------------------------------------
The Company has established and maintains a wide variety of raw
material sources around the globe to include, but are not limited to: Chile,
Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and
Venezuela. Management believes there are ample supplies of raw materials
for its present and contemplated business operations.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
- ----------------
None, not applicable.
Governmental Approval of Principal Products or Services.
- --------------------------------------------------------
None, not applicable.
Effects of Existing or Probable Governmental Regulations.
- ---------------------------------------------------------
The Company is subject to Regulation 14A of the Commission, which
regulates proxy solicitations. Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Commission regarding proxy solicitations, as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special
or annual meeting thereof or pursuant to written consent will require the
Company to provide its stockholders with the information outlined in Schedules
14A or 14C of Regulation 14; preliminary copies of this information must be
submitted to the Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.
The Company is also required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Commission on a regular basis,
and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
Management believes that these obligations will increase the Company's
annual legal and accounting costs, but it is expected that assets will be
sufficient to meet these costs; in the event that assets are not sufficient,
it is likely that management will advance funds or that funds will be raised
through the limited offering of the Company's securities to "accredited
investors." See the heading "Plan of Operation" of the caption "Management's
Discussion and Analysis or Plan of Operation," Part I, Item 2, of this Report.
Cost and Effect of Compliance with Environmental Laws.
- ------------------------------------------------------
None; not applicable.
Research and Development Expenses.
- ----------------------------------
None; not applicable.
Number of Employees.
- --------------------
Approximately 10 employees.
Item 2. Description of Property.
------------------------
The Company currently maintains its corporate headquarters in
Alpharetta, Georgia, in approximately 2600 square feet of leased office space,
on a three year lease at a lease price of $4,400 per month.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a material
interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was been submitted to a meeting of the stockholders during the
preceding fiscal year.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There has only been "public market" for shares of the Company's
common stock since the second quarter of 1998. On or about May 21, 1998, the
Company obtained a listing on the OTC Bulletin Board of the NASD under the
trading symbol "GSWW." This is not an "established trading market."
The range of high and low bid quotations for the Company's
common stock during the quarter ended June 30, 1998, is shown below.
Prices are inter-dealer quotations as reported by the NASD and do not
necessarily reflect transactions, retail markups, mark downs or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS*
BID
Quarter ended: High Low
- -------------- ---- ---
<S> <C> <C>
June 30, 1998 9.125 9.00
</TABLE>
Holders
- -------
The number of record holders of the Company's common stock as of
August 18, 1998, was approximately 125.
Options and 144 Sales
- ---------------------
The Company does not have any outstanding options or warrants.
The only "restricted securities" of the Company which can currently be
sold under Rule 144 amount to 324,038 shares of common stock which were issued
to certain consultants of Graystone Nevada under Rule 701 of the Commission
and written compensation agreements, which were assumed by the Company under
the Plan between the Company and Graystone Nevada. See the heading "Business
Development," Item 1, Part I, of this Report. Also, see the heading "Recent
Sales of Unregistered Securities," below, of this Item, for other holding
periods of "restricted securities."
Dividends
- ---------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. The present intention of management is to utilize all available funds
for the development of the Company's current and intended business operations.
There are no material restrictions limiting, or that are likely to limit,
the Company's ability to pay dividends on its common stock.
Recent Sales of Unregistered Securities.
- ----------------------------------------
The following table outlines all sales of "restricted securities" by the
Company during the past three years.
Name Date Number of Shares
Jehu Hand, Esq. 1/01/98 311,000(1)
Donald J. Hallisy 3/20/98 12,463,000(2)
Leonard W. Burningham, Esq 3/20/98 74,778(3)
Dennis P. Nielsen 3/20/98 249,260(3)
Pegasus Investment Holdings
Limited 4/16/98 100,000(4)
(1) These shares were issued as a result of a conversion of
Promissory Note executed by the Company in 1996, and for all requirements of
Rule 144, this stockholder was able to tack his holding period to the initial
date of the Promissory Note; as a result, these shares of common stock are
presently available for resale under subparagraph (k) of Rule 144.
(2) These shares were issued pursuant to the Plan whereby the Company
acquired all of the outstanding securities of Graystone Nevada, effective
March 20, 1998.
(3) These shares were issued pursuant to Rule 701 of the Commission
and written compensation agreements with Graystone Nevada, which were adopted
by the Company, effective March 20, 1998.
(4) These shares were issued for $300,000.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
While maintaining its core markets, and strengthening its
relationship with large domestic retailers, the Company will initiate planned
mergers with and/or acquisition of certain targeted niche-market companies
with established markets, assets and core management in the footwear field.
The Company's primary objective is to generate $38 million in gross revenues
in 1998 by developing the Company's core subsidiaries and joint-venturing with
other companies with an emphasis in footwear manufacturing. The Company
has entered into discussions with several investment bankers and is preparing
for a planned secondary public offering of its common stock, concurrent with
an application for listing on NASDAQ.
The foregoing is based upon "forward looking" information, and assumes
the acquisition of an entity currently being managed by the Company and which
manufactures footwear under the Company's name, as to which no assurance can
be given. See the heading "Business," of Item 1, Part I, of this Report.
Results of Operations.
- ----------------------
Revenues for the fiscal years ending March 31, 1996, 1997 and 1998,
were $0, $0 and $0, respectively.
The Company had a net loss of ($430) during the fiscal year ended
March 31, 1996; a net loss of ($212) for the year ended March 31, 1997; and
a net loss of ($8,051) for the year ended March 31, 1998.
Liquidity.
- ----------
During the fiscal year ended March 31, 1996, the Company and
its subsidiaries had total expenses of $430, while receiving $0 in
revenues; the Company and its subsidiaries received $0 in revenues, with total
expenses of $212 during the fiscal year ended March 31, 1997; the Company and
its subsidiaries had $0 in revenues, with total expenses of $8,051 during the
fiscal year ended March 31, 1998.
Item 7. Financial Statements.
---------------------
Consolidated Financial Statements for the years ended
March 31, 1996, 1997 and 1998
Independent Auditor's Report
Consolidated Balance Sheets - March 31, 1998
Consolidated Statements of Operations from inception
on May 4, 1992 to March 31, 1998
and the Years ended March 31, 1998, 1997 and
1996
Consolidated Statements of Stockholders' Equity (Deficit)
for the period April 1, 1995 to March 31, 1998
Consolidated Statements of Cash Flows from inception
on May 4, 1992 to March 31, 1998
and the Years ended March 31, 1998, 1997 and
1996
Notes to Consolidated Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
None; not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
Donald J. Hallisy President 3/98 *
Director 3/98 *
John L. Melcher Vice President 3/98 *
Treasurer 3/98 *
Adam Jory Waxman Exec. Vice Pres. 3/98 *
CEO 3/98 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Donald J. Hallisy. Mr. Hallisy is 65 years of age and has served as
a Chief Executive Officer, President of both large and small private
companies. Mr. Hallisy has vast experience in both the footwear and apparel
industries. For the past eighteen years, Mr. Hallisy has been principally
involved in the shoe business. During this time period, Mr. Hallisy developed
working relationships with various shoe manufacturers across Central, and
South America.
John L. Melcher. Mr. Melcher is 55 years of age and is currently
responsible for all phases of Information Systems Management and office
management. Mr. Melcher received his Bachelor Degree's in Business Management
and Computer Science in 1970 from the University of Wisconsin. Mr. Melcher
has spent 25 years with I.B.M. as a designer of computer applications within
the manufacturing arena. Over the years he concentrated in the areas of
Purchase and Manufacturing Order Control, Inventory Control and the systems
that control these activities.
Adam Jory Waxman. Mr. Waxman is 34 years old and his responsibilities
include the day to day operations of the Company and its affiliates; the
development and implementation of business plans and budgets; and the
implementation of all merger and acquisition activities envisioned by
the Company. He brings 16 years of experience in international business and
technology management. He also received a B.S. Degree in Management from Post
College, Waterbury, Connecticut.
Family Relationships
- --------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management, during
the past five years, no present or former director, person nominated to become
a director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by
or against which any bankruptcy petition was filed, whether at
the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of
a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting his involvement in any type of
business, securities or banking activities:
(4) Was found by a court of competent jurisdiction in a civil
action or by the Commission or the
Commodity Futures Trading Commission to have violated any
federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or
vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
To the knowledge of management, all reports required to be filed under
Section 16(a) of the Securities and Exchange Act of 1934, as amended, have
been filed by directors, executive officers, promoters and control persons of
the Company.
Item 10. Executive Compensation.
-----------------------
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald J.
Hallisy, 3/31/96 0 0 0 0 0 0 0
President, 3/31/97 0 0 0 0 0 0 0
Director 3/31/98 0 0 0 0 0 0 0
John L.
Melcher, 3/31/96 0 0 0 0 0 0 0
V-Pres., 3/31/97 0 0 0 0 0 0 0
Treasurer, 3/31/98 0 0 0 0 0 0 0
Adam Jory
Waxman, 3/31/96 0 0 0 0 0 0 0
Exec V-Pres 3/31/97 0 0 0 0 0 0 0
CEO 3/31/98 0 0 0 0 0 0 0
</TABLE>
Bonuses and Deferred Compensation
- ---------------------------------
None.
Compensation Pursuant to Plans
- ------------------------------
None.
Pension Table
- -------------
None; not applicable.
Other Compensation
- ------------------
None.
Compensation of Directors
- -------------------------
None.
Employment Contracts
- --------------------
Adam Jory Waxman has a one year employment agreement based upon
performance, providing for a $120,000 annual salary, together with benefits
commensurate with the standards of the footwear industry for other persons
serving in similar capacities.
Termination of Employment and Change of Control Arrangements
- ------------------------------------------------------------
Except as indicated under the heading "Employment Contracts," of this
Item, above, there are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report:
Percentage Number
Name and Address of Class of Shares Beneficially Owned
Donald J. Hallisy 84.3% 12,463,000
2506 Regency Lake Drive
Marietta, GA 30064
Smith Consulting Services Inc. 6.2% 923,000
455 East 500 South, Suite #201
Salt Lake City, Utah 84111
90.5% 13,386,000
Each of these individuals or entities has sole investment and
voting power with regard to the securities listed opposite his or its name.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of this Report:
Percentage Number
Name and Address of Class of Shares Beneficially Owned
Donald J. Hallisy 84.3% 12,463,000
2506 Regency Lake Drive
Marietta, GA 30064
John L. Melcher 0 ---0---
Adam Jory Waxman 0 ---0---
All directors and executive
officers as a group (3) 84.3% 12,463,000
Each of these individuals has sole investment and voting power
with regard to the securities listed opposite his name. See Part III, Item 9,
of this Report, for information concerning the offices or other capacities in
which the foregoing persons serve with the Company.
Changes in Control
- ------------------
See the 8-K Current Report dated March 26, 1998. See Part III, Item 13,
of this Report.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
Except as indicated in the 8-K Current Report dated March 26, 1998,
there have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than five
percent of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
Except as indicated in the 8-K Current Report dated March 26, 1998,
there have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than five
percent of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
Except as indicated in the 8-K Current Report dated March 26, 1998,
there have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than five
percent of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
Donald J. Hallisy, the President and a director of the Company, by
virtue of his ownership of in excess of 84% of the outstanding voting
securities of the Company, may be deemed to be a parent of the Company. For
information regarding transactions between the Company and Mr. Hallisy, see
the other headings of this Item.
Transactions with Promoters.
- ----------------------------
Except as indicated in the 8-K Current Report dated March 26, 1998,
there have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $60,000 and in which any promoter or founder, or any
member of the immediate family of any of the foregoing persons, had a material
interest.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
8-K Current Report dated March 26, 1998, regarding the Plan with
Graystone Nevada and the following exhibits:
Agreement and Plan of Reorganization
Exhibit A - Graystone Stockholder
Exhibit B - Achiote Corporation Financial
Statements for the periods ended
March 31, 1997, 1996 and 1995
Exhibit B-1 - Achiote Corporation Unaudited
Financial Statements for the
period ended December 31, 1997
Exhibit C - Exceptions to Achiote Financial
Statements
Exhibit D - Graystone World Wide Financial
Statements for the period from
inception (January 16, 1998) to
January 31, 1998 (See Item 7 above)
Exhibit E - Exceptions to Graystone World
Wide Financial Statements
Exhibit F - Investment Letter
Exhibit G - Compliance Certificate of Achiote
Corporation
Exhibit H - Compliance Certificate of
Graystone World Wide, Inc.
Exhibit I - Consultant Shares
Certificate of Amendment to Certificate of
Incorporation reflecting name change to
"Graystone World Wide, Inc." and forward
split of shares
Exhibits*
(i)
Where Incorporated
in this Report
--------------
8-K Current Report dated Part I, Item 1
March 26, 1998** Part III, Item 11
Part III, Item 12
(ii)
Exhibit
Number Description
- ------ -----------
21 Subsidiaries of the Company
27 Financial Data Schedule
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
GRAYSTONE WORLD WIDE, INC.
Date: 8/18/98 By/s/Donald J. Hallisy
------------ ----------------------
Donald J. Hallisy, Director and
President
Date: 8/18/98 By/s/John L. Melcher
------------ ----------------------
John L. Melcher,
Vice President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
GRAYSTONE WORLD WIDE, INC.
Date: 8/18/98 By/s/Donald J. Hallisy
------------- ----------------------
Donald J. Hallisy, Director and
President
Date: 8/18/98 By/s/John L. Melcher
------------ ----------------------
John L. Melcher,
Vice President and Treasurer
<PAGE>
GRAYSTONE WORLD WIDE, INC.
FORMERLY ACHIOTE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
THURMAN SHAW & CO., L.C.[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Graystone World Wide, Inc.
We have audited the balance sheets of Graystone World Wide, Inc., formerly
known as Achiote Corporation ( a development stage company), as of March 31,
1998 and 1997, and the related statements of operations, changes in
stockholders' equity and cash flows for the three years in the period ended
March 31, 1998 and cumulative for the period May 4, 1992 (date of inception)
through March 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits. The financial statements
of Graystone World Wide, Inc., formerly known as Achiote Corporation, from
inception through March 31, 1994 (not presented herein), were audited by
another auditor whose report, dated July 7, 1994, expressed an unqualified
opinion on those statements. Our opinion, in so far as it relates to the
cumulative amounts for the period from inception through March 31, 1994, is
based solely on the report of the other auditor.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report
of the other auditor provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditor, the
financial statements referred to above present fairly, in all material
respects, the financial position of Graystone World Wide, Inc., formerly
known as Achiote Corporation (a development stage company), as of March 31,
1998 and 1997, and the results of its operations, changes in stockholders'
equity and cash flows for the period May 4, 1992 (date of inception) through
March 31, 1998, in conformity with generally accepted accounting principles.
/S/Thurman Shaw & Co.
Bountiful, Utah
July 9, 1998
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Balance Sheets
March 31, 1998 and 1997
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS
Current assets-cash $ 980 $ -
Other assets
Organization costs, net of accumulated
amortization of $286 and $280 - 6
Total assets $ 980 $ 6
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable $ 677 $ 956
Stockholders' equity
Preferred stock, $.001 par value;
1,000,000 shares authorized; no shares
issued and outstanding - -
Common stock, $.001 par value;
20,000,000 shares authorized;
14,682,360 shares issued and outstanding 14,682 425
Additional paid-in capital (4,132) 821
Accumulated deficit during the development stage (10,247) (2,196)
Total stockholders' equity 303 (950)
Total liabilities and stockholders' equity $ 980 $ 6
</TABLE>
See accompanying notes to financial statements
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statements of Operations
Years Ended March 31, 1998, 1997, 1996
and Cumulative from Inception to March 31, 1998
<CAPTION>
Cumulative
From
Inception
(May 4, 1992)
to March 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Operating expenses
General and administrative 8,045 155 373 9,961
Amortization 6 57 57 286
Total operating expenses 8,051 212 430 10,247
Net (loss) $ (8,051) $ (212) $ (430) $(10,247)
Net (loss) per share $ - $ - $ -
Weighted average number of
shares outstanding 14,682,360 424,600 424,600
</TABLE>
See accompanying notes to financial statements
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
April 1, 1995 Through March 31, 1998
<CAPTION>
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1995 1,160,200 $ 1,160 $ 1,042 $ (1,554) $ 648
Retroactively Restated
Net (loss) - - - (430) (430)
Balance, March 31, 1996 1,160,200 $ 1,160 $ 1,042 $ (1,984) $ 218
Net (loss) - - - (212) (212)
Balance, March 31, 1997 1,160,200 1,160 1,042 (2,196) 6
Shares issued to acquire 100%
of the outstanding shares of
Graystone World Wide, Inc. 12,787,398 12,787 (12,787) - -
Shares issued for services
$0.01 per share 734,762 735 6,613 (7,348) -
Contribution to capital - - 1,000 - 1,000
Net (loss) - - - (703) (703)
Balance, March 31, 1998 14,682,360 $14,682 $(4,132)$(10,247) $ 303
</TABLE>
See accompanying notes to financial statements
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statements of Cash Flows
Years Ended March 31, 1998, 1997, 1996
and Cumulative from Inception to March 31, 1998
<CAPTION>
Cumulative
From
Inception
(May 4, 1992)
to March 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ (8,051) $ (212) $ (430) $(10,247)
Add item not requiring the use
of cash - amortization 6 57 57 286
Increase/(decrease) in accounts
payable (279) 155 373 677
Net cash flows from operating
activities (8,324) - - (9,284)
CASH FLOWS FROM INVESTING
ACTIVITIES
Organization costs - - - (286)
Net cash flows from investing
activities - - - (286)
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution to capital (4,953) - - (4,453)
Sale of common stock 14,257 - - 15,003
Net cash flows from financing
activities 9,304 - - 10,550
Net increase in cash 980 - - 980
Cash balance at beginning of period - - - -
Cash balance at end of period $ 980 $ - $ - $ 980
</TABLE>
See accompanying notes to financial statements
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Graystone World Wide, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on January 18, 1998. The stated purpose of the Company
is to engage without qualification, in any lawful acts, or activity for which
a corporation may be organized under the laws of the state of Nevada. Achiote
Corporation was incorporated under the laws of the State of Delaware on May 4,
1992, for the purpose of seeking out business opportunities, including
acquisitions.
On March 20, 1998, the Company entered into an Agreement and Plan of
Reorganization with Achiote Corporation, wherein it was agreed that Graystone
World Wide, Inc. (a Nevada corporation) would issue 12,787,398 shares of its
common stock to acquire 100% of the issued and outstanding shares of stock of
Achiote Corporation (a Deleware Corporation).
Prior to the reorganization, the sole director of Achiote Corporation
exercised his right to covert amounts owed by Achiote into 155,000 shares of
common stock. Also, prior to the reorganization, Achiote forward split its
outstanding shares 2 shares for 1 on March 20, 1998. As a consequence of this
action, Achiote Corporation had 1,160,200 shares issued and outstanding prior
to the Agreement and Plan of Reorganization in which Achiote Corporation was
acquired.
Method of Accounting
The Company uses the accrual method of accounting.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity
of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. INCOME TAXES
The fiscal year end of the Company is March 31st and an income tax return
has not been filed. However, if an income tax return had been filed, the
Company would have a net operating loss carry forward of $10,247 that would
begin expiring in the year 2009.
3. SUBSEQUENT EVENT
In April 1998, 100,000 "unregistered" and "restricted" shares of common
stock were sold for $300,000 to an accredited investor.
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
Graystone World Wide, Inc., a Nevada corporation
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 980
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 980
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 980
<CURRENT-LIABILITIES> 677
<BONDS> 0
0
0
<COMMON> 14682
<OTHER-SE> (14379)
<TOTAL-LIABILITY-AND-EQUITY> 980
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8051
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8051)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8051)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
