<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB-A1
[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>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The acquisition of certain companies within the manufacturing and energy
related industries and the realization of certain contracts and anticipated
revenues were delayed pending the completion of negotiations that were in the
best interest of the Company. Therefore, the Company's plan to generate
$38,000,000 in 1998-1999 revenue will spill over into 1999-2000 fiscal year.
The Company believes that these mergers and acquisitions and other activity,
such as production commitments out of South and Central America can generate
revenues in excess of $38,000,000 for the 1999-2000 fiscal year.
In terms of the generation of revenues, it is anticipated that key acquisition
of companies, and other substantial assets to include, but not limited to the
following, will add substantially to the Company's revenues and the bottom-
line:
Funtastix Footwear, Inc. ("Funtastix") a Denver, Colorado based marketer of
children's athletic footwear. Terms of this acquisition are a tax-free
exchange of corporate stock whereby the Company acquires all of the assets of
Funastix;
A U.S. domestic fabric footwear company with multiple distribution and
manufacturing facilities in the United States and the Caribbean. Terms of this
acquisition are that the Company will acquire 100% of the fabric footwear's
company's Virgin Island Corporation's stock for $3,000,000.00. This enables
the Company to carry the acquired assets at a depreciated value. The
agreement between the parties has been extended indefinitely and is currently
closed in escrow with work in process;
Corona Energy Corporation ("Corona"). Corona will facilitate the electrical
energy requirements of the above-referenced Caribbean footwear manufacturing
facilities. These manufacturing facilities currently generate their own
electrical power and have the ability to sell surplus electrical output to the
host government for additional revenues. Terms of this acquisition are a tax-
free exchange of corporate stock whereby the Company acquires all of the
assets of Corona.
State-of-the-art leather goods manufacturing, and tanning facilities in
Nicaragua. The purchase of these assets will enhance the Company's image in
South and Central America, thus facilitating its "Made in America's" marketing
plan. The original cost of these facilities was approximately $30,000,000.00
in 1985. The facilities are currently producing approximately 5,000 hides per
month and the shoe factory is producing approximately 20,000 pairs of shoes
for Central American consumption. The terms of these purchases will be a cash
price of $250,000.00 or less; the assumption of a long-term government loan
(approximately $1,000,000.00); and Company stock (owned by Donald J. Hallisy,
President and CEO) issued to purchase 100% of the assets.
The Company believes that the aforementioned acquisition(s) will require
approximately $6,100,000.00 in cash and/ or stock. With this infrastructure in
place, the Company is confident that it can exceed its revenue projections of
$38,000,000.00. If in the event, any or all of the aforementioned acquisitions
do not materialize, the Company is confident that it can meet its financial
projections through "stand alone" production commitments from certain South
and Central American manufacturing companies.
In terms of financing and the potential liquidity needs of the Company,
agreements with recognized financial institutions, such as Financial Solutions
of New York (Line of Credit up to $20,000,000 as needed), and the Commercial
Division of NationsBank (Receivables Financing and Letters of Credit) have
been initiated. The Lines of Credit and Receivables Financing are primarily
for raw material and are to be used for all work in progress and production
commitments for the Company and its subsidiaries; These Lines of Credit and
Receivables Financing are not contingent upon any pending acquisitions.
In addition, other financial agreements are in place with both Sigma Holdings
Corporation and S L Williams LLC whereby Donald J. Hallisy, President and CEO
of the Company has agreed to leverage personal assets (i.e. stock and/ or
$8,000,000.00 in equipment) to raise the aforementioned $6,100,000.00.
In addition, the Company is contemplating a secondary offering of common stock
for additional acquisitions if deemed necessary by Management. This may or may
not happen in concert with the Company's plans to move to the NASDAQ markets,
once the acquisitions intended to reach the required minimum assets of these
markets are completed. However, for the moment, Management does not foresee a
secondary offering as necessary to attain its financial goals. Management is
of the opinion that the Company is sufficiently capitalized to maintain its
current level of operations, and has access to sufficient Lines of Credit and
other types of capitalization to maintain its current and proposed Business
Plan.
The net result for 1998-1999 has been:
The establishment of significant contract vendor relationships for the
specific categories of product for fiscal year 1999-2000. This has
entailed the investment in specific manufacturing equipment and
supplies to facilitate production, to include but is not limited
to injection molds, injecting machinery, and other footwear
manufacturing equipment;
The establishment of significant production commitments with numerous
South and Central manufacturing companies;
Work in Process: The value of this work in process is currently
undetermined. However, the Company is of the opinion that it will
be substantial;
Agreements towards the acquisition of key support companies (see
above); and,
The establishment of crucial financing with recognized leading
financial institutions.
This Plan of Operations should be read in conjunction with the Results of
Operations and Liquidity sections below.
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.
Year 2000.
- ---------
There are no know "Year 2000 Issues" with Graystone World Wide, Inc. All
of Graystone's computers, scanners, tape drives and monitors and other
information processing hardware and systems are fully Y2K compliant. Each
component is warranted by its manufacturer to be Y2K compliant. All software
is warranted by its manufacturer to be Y2K compliant. All forms used by the
company are Y2K compliant.
Graystone World Wide, Inc. will ensure that all information processing
systems that the company acquires in the future will be Y2K compliant.
Examples of current Graystone hardware and software that are Y2K
compliant are:
1. Gateway computers and other Gateway components.
2. Microsoft Word, Excel, Outlook, Powerpoint and Windows NT
4.0.
3. Intuit Quick Books Pro.
The Company can give no assurance that third parties with whom it does
business (e.g., banks and utilities) will ensure Year 2000 compliance in a
timely manner or that, if they do not, their computer systems will not have an
adverse effect on the Company. However, the Company does not believe that
Year 2000 compliance issues of such third parties will result in a material
adverse effect on its financial condition or results of operations.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
March 31, 1998, 1997 and 1996
Independent Auditor's Report
Consolidated Balance Sheets - March 31, 1998 and 1997
Consolidated Statements of Operations from inception
on May 4, 1992 to March 31, 1998
and the Years ended March 31, 1998, 1997 and
1996
Statement of Changes in Stockholders' Equity
for the period April 1, 1995 to March 31, 1998
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 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
None.
Exhibits*
(i)
None.
(ii)
Exhibit
Number Description
- ------ -----------
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: 2/12/99 By/s/Donald J. Hallisy
------------ ----------------------
Donald J. Hallisy, Director and
President
Date: 2/12/99 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: 2/12/99 By/s/Donald J. Hallisy
------------- ----------------------
Donald J. Hallisy, Director and
President
Date: 2/12/99 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>
<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 each of 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.
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 provide a
reasonable basis for our opinion.
In our opinion, based on our audits, 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 each of 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, in conformity with
generally accepted accounting principles.
/s/Thurman Shaw & Co., L.C.
Bountiful, Utah
July 9, 1998
<PAGE>
<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
$0.001 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).
The transaction was accounted for as a reverse acquisition of Achiote
Corporation by Graystone World Wide, Inc. There was no adjustment to the
carrying value of the assets or liabilities of Graystone in the exchange and
Graystone is the surviving entity for accounting purposes.
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. ISSUANCE OF STOCK
The Company issued 734,762 shares of stock to consulting firms for services
performed. These services were rendered to the predecessor to the reverse
acquisition of Achiote by Graystone. The stock was issued for a nominal
value because there was no market established and Achiote had nominal assests,
liabilities and operations.
4. SUBSEQUENT EVENT
In April 1998, 100,000 "unregistered" and "restricted" shares of common
stock were sold for $300,000 to an accredited investor.
<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>
