<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, 1999
[ ] 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)
68 South Main Street, Suite 600
Salt Lake City, Utah 84101
--------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 355-5826
282 S. Main Street, Suite C-D
Marietta, Georgia 30004
-----------------------
(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, 1999
- -$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.
November 29, 1999 - $799,005. There are approximately 5,113,632 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:
November 29, 1999
18,267,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Part III, Item 13.
Transitional Small Business Issuer Format Yes X No
---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
For information regarding the business development of Graystone World
Wide, Inc. ("Graystone" or the "Company"), see the 10-KSB Annual Report of
Graystone for the fiscal year ended March 31, 1998, which was filed with the
Securities and Exchange Commission on August 19, 1999, and as amended on
February 16, 1999, both of which are incorporated herein by reference. See
Part III, Item 13.
Graystone had no material operations during the fiscal year ended March
31, 1999, with the exception of negotiations to acquire various enterprises
engaged in the manufacture and/or sale of footwear; none of these negotiations
resulted in any acquisition; however, legal proceedings were instituted
against Graystone on or about May 5, 1999, by Carter Footwear, Inc.("Carter
Footwear") and DEL-Line, L.L.C. ("DEL-Line")respecting negotiations with these
entities to acquire Carter Footwear. See Part I, Item 3.
Business.
- ---------
Graystone is a holding company specializing in the international
footwear industry. Its primary objective has been to build a core of
subsidiaries while acquiring and joint venturing with other companies with an
emphasis on manufacturing footwear. It has limited footwear assets in its
wholly-owned subsidiary, Graystone Worldwide, Inc. ("Graystone Nevada"), but
has no current business operations. See the 8-K Current Report dated March
26, 1998, which has been previously filed with the Securities and Exchange
Commission and which is incorporated herein by reference.
Any intended operations will be subject to the ability of Graystone to
raise substantial debt or equity capital, as to which no assurance can be
given.
Principal Products or Services and Their Markets.
- -------------------------------------------------
None.
Competition.
- ------------
Domestically, management believes that there will be no material
competition for the particular market-niche associated with the type of fabric
shoes Graystone has intended to manufacture and market under Graystone's
label. Internationally, only China is believed to represent any principal
competition. Graystone has no present operations or revenues.
Sources and Availability of Raw Materials.
- ------------------------------------------
Graystone 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 contemplated business operations, which will require substantial debt
or equity funding before any operations can commence.
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.
- ---------------------------------------------------------
Graystone is subject to Regulation 14A of the Securities and Exchange
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 Securities and Exchange
Commission regarding proxy solicitations, as outlined in Regulation 14A.
Matters submitted to stockholders of Graystone at a special or annual meeting
thereof or pursuant to written consent will require Graystone 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
Securities and Exchange Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to stockholders.
Graystone is also required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Securities and Exchange
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 Graystone's
annual legal and accounting costs; and if Graystone is successful in raising
capital for its contemplated business operations, these funds would come from
operating expenses.
Cost and Effect of Compliance with Environmental Laws.
- ------------------------------------------------------
None; not applicable.
Research and Development Expenses.
- ----------------------------------
None; not applicable.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Graystone currently maintains its corporate headquarters in
Salt Lake City, Utah, at 68 South Main Street, Suite 600, containing
approximately 600 square feet of leased office space, on a monthly basis lease
at a lease price of $650 per month.
Item 3. Legal Proceedings.
------------------
Except for the following, Graystone is not a party to any pending legal
proceeding. No federal, state or local governmental agency is presently
contemplating any proceeding against Graystone. No director, executive
officer or affiliate of Graystone or owner of record or beneficially of more
than five percent of Graystone's common stock is a party adverse to Graystone
or has a material interest adverse to Graystone in any proceeding.
On or about May 5, 1999, Carter and DEL-Line brought an action against
Graystone in the United States District Court for the Middle District of
Pennsylvania, Civil Action No. 3-CV-98-2133, styled as Carter Footwear, Inc.
and DEL-Line, LLC vs. Graystone World-Wide, Inc., et al. In that action, the
plaintiffs alleged, generally, that Graystone and a number of individuals, two
corporations and a limited partnership acted together to falsely claim that
Graystone controlled the plaintiffs' assets. The plaintiffs assert that this
was accomplished for the purpose of misleading investors. The plaintiffs
specifically claim that the failure of the plaintiffs and Graystone
to enter into a final agreement for the purchase of plaintiffs' assets
contributed to the alleged endeavor. Based on these allegations, the
plaintiffs assert claims arising under 18 U.S.C Section 1962(c) and allege
that they are entitled to recover approximately $4.6 million plus statutory
penalties. Management disputes material factual allegations included in the
Complaint and has retained counsel to respond to these allegations. Although
the Court has entered a Case Management Order, discovery has not yet begun.
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 Graystone'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 National
Association of Securities Dealers, Inc. ( the "NASD") under the trading symbol
"GSWW." There is presently no "established trading market" for Graystone's
common stock.
The range of high and low bid quotations for Graystone's common stock
during the quarter ended June 30, 1998, and through the quarters ended
September 30, 1999, 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
September 30, 1998 9.125 7.00
December 31, 1998 7.00 2.00
March 31, 1999 5.625 1.25
June 30, 1999 2.00 1.00
September 30, 1999 1.3125 1.0625
</TABLE>
Holders.
- --------
The number of record holders of Graystone's common stock as of
November 29, 1999, was approximately 117.
"Restricted Securities."
- ------------------------
Sales of "restricted securities" by members of management and others can
and will have an adverse effect on any market which may develop in Graystone's
common stock. Over 72% of the outstanding common stock of Graystone is owned
by present members of management, and the one year holding period required
under Rule 144 for all of these "restricted securities" has been satisfied.
Dividends.
- ----------
Graystone 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 any available funds
for the development of Graystone's current and intended business operations.
There are no material restrictions limiting, or that are likely to limit,
Graystone's ability to pay dividends on its common stock.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
Graystone is presently a start-up company, which commenced operations on
or about March 24, 1998, following the acquisition of Graystone Nevada, which
was organized in 1998. It has limited footwear assets; however, it has no
history of operations and has had no revenues.
In order to commence planned operations of manufacturing and marketing of
footwear and shoe products, Graystone will be required to raise approximately
$2,000,000 in debt or equity financing. No assurance can be given that it
will be successful in this respect.
Funds raised for this purpose will be utilized as working capital to
purchase the necessary equipment and supplies to engage in contemplated
operations, and to produce literature for marketing to potential clients.
Management believes that $2,000,000 will be sufficient operating capital
for the first six months of planned operations, at a maximum level, and for 18
months at a modest level.
Without any funding, Graystone will be unable to commence planned
operations.
Results of Operations.
- ----------------------
Revenues for the fiscal years ending March 31, 1999 and 1998,
were $0 and $0, respectively.
Graystone had a net loss of ($8,051) during the fiscal year ended
March 31, 1998; and a net loss of ($1,123,216) for the year ended March 31,
1999.
Losses in fiscal 1999 were primarily attributable to expenses incurred by
Graystone in negotiations with Carter and the increased general and
administrative expenses following the acquisition of Graystone Nevada. There
were no operations during fiscal 1998.
Liquidity.
- ----------
During the fiscal year ended March 31, 1999, Graystone and
its subsidiaries had total expenses of $1,057,071, while receiving $0 in
revenues; Graystone and its subsidiaries received $0 in revenues, with total
expenses of $8,051 during the fiscal year ended March 31, 1998.
In fiscal 1998, $7,348 in services was paid by the issuance of common
stock, and $1,000 was contributed to capital by a principal stockholder.
During fiscal 1999, $300,000 was received from the sale of "restricted
securities" (common stock), and an additional 25,000 shares of "restricted
securities" (common stock) were issued for services valued at $76,550.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
March 31, 1999 and 1998
Independent Auditor's Report-March 31, 1999
Independent Auditor's Report-March 31, 1998
Balance Sheet - March 31, 1999
Statements of Operations from commencement
of development stage on May 4, 1992 to March 31, 1999
and the Years ended March 31, 1999 and
1998
Statements of Stockholders' Equity (Deficit)
for the period May 4, 1992 to March 31, 1999
Statements of Cash Flows from
May 4, 1992 to March 31, 1999
and the Years ended March 31, 1998 and
1999
Notes to Financial Statements
<PAGE>
GRAYSTONE WORLD WIDE, INC.
Financial Statements
March 31, 1999 and 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of Graystone World Wide, Inc.
We have audited the accompanying balance sheet of Graystone World Wide, Inc.,
(a development stage company) as of March 31, 1999 and the related statements
of operations, stockholders' equity (deficit), and cash flows for the year
then ended and the cumulative amounts since January 16, 1998 (date of
commencement of development stage). These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Graystone World Wide, Inc.,
as of March 31, 1999, and the results of its operations and cash flows for the
year then ended and the cumulative amounts since January 16, 1998 (date of
commencement of development stage), in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
is a development stage company with no significant operating revenues to date
and has a significant accumulated deficit. These circumstances raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Tanner + Company
Salt Lake City, Utah
July 14, 1999
<PAGE>
<TABLE>
GRAYSTONE WORLD WIDE, INC.
(A Development Stage Company)
Balance Sheet
March 31,
<S> <C> <C>
Assets 1999 1998
Current assets:
Cash $ - $ 980
Total current assets - 980
Property and equipment, net 10,308 -
$ 10,308 $ 980
Liabilities and Stockholders' Equity
Current liabilities:
Cash overdraft $ 62 $ -
Accounts payable 68,713 677
Accrued liabilities 113,853 -
Related party notes payable 574,043 -
Total current liabilities 756,671 677
Commitments - -
Stockholders' equity (deficit):
Common stock, authorized 20,000,000 shares
at $.001 par value; 14,807,000 shares and
14,682,000 shares issued and
outstanding, respectively 14,807 14,682
Additional paid-in capital 370,097 (6,328)
Accumulated deficit (1,131,267) (8,051)
Total stockholders' equity (deficit) (746,363) 303
Total liabilities and stockholders'
equity (deficit) $ 10,308 $ 980
</TABLE>
GRAYSTONE WORLD WIDE, INC.
(A Development Stage Company)
Statement of Operations
Year Ended March 31, 1999 and 1998
and Cumulative Amounts Since January 16, 1998
(Date of Commencement of Development Stage)
[CAPTION]
1999 1998 Cumulative
Amounts
[S] [C] [C] [C]
Revenue $ - $ - $ -
General and administrative expenses 1,057,071 8,051 1,065,122
Net loss from operations (1,057,071) (8,051) (1,065,122)
Other income (expense):
Interest expense (66,145) - (66,145)
Net loss before provision for
income taxes (1,123,216) (8,051) (1,131,267)
Provision for income taxes - - -
Net loss $(1,123,216) $(8,051)$(1,131,267)
Net loss per common share -
basic and fully diluted $ (.08) $ (.01)$ (.14)
Weighted average shares 14,754,000 1,452,000 8,103,000
<TABLE>
GRAYSTONE WORLD WIDE, INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the period January 16, 1998
(Date of Commencement of Development Stage)
Through March 31, 1999
<CAPTION>
Common Stock Additional
Paid-In Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balance, January 16, 1998 - - - - -
Shares issued to acquire
Graystone World Wide, Inc.12,787,100 12,787 (14,983) - (2,196)
Stock issued in
recapitalization 1,160,200 1,160 1,042 - 2,202
Shares issued for services
$0.001 per share 734,700 735 6,613 - 7,348
Contribution to capital - - 1,000 - 1,000
Net (loss) - - - (8,051) (8,051)
Balance, March 31, 1998 14,682,000 $14,682 $(6,328) $ (8,051) $ 303
Issuance of common
stock for:
Cash 100,000 100 299,900 - 300,000
Services 25,000 25 76,525 - 76,550
Net (loss) - - - (1,123,216)(1,123,216)
Balance, March
31, 1999 14,807,000 $14,807 $370,097$(1,131,267)$ (746,363)
</TABLE>
<TABLE>
GRAYSTONE WORLD WIDE, INC.
(A Development Stage Company)
Statement of Cash Flows
Years Ended March 31, 1999 and 1998
and Cumulative Amounts Since January 16, 1998,
(Date of Commencement of Development Stage)
<CAPTION>
1999 1998 Cumulative
Amounts
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,123,216) $ (8,051) $(1,131,267)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 1,091 - 1,091
Common stock issued for services 76,550 7,348 83,898
Increase (decrease) in:
Cash overdraft 62 - 62
Accounts payable 68,036 677 68,713
Accrued liabilities 113,853 - 113,853
Net cash used in
operating activities (863,624) (26) (863,650)
Cash flows from investing activities-
purchase of property and equipment (11,399) - (11,399)
Cash flows from financing activities:
Proceeds from related party
notes payable 574,043 - 574,043
Issuance of common stock 300,000 1,006 301,006
Net cash provided by
financing activities 874,043 1,006 875,049
Net (decrease) increase in cash (980) 980 -
Cash, beginning of period 980 - -
Cash, end of period $ - $ 980 $ -
</TABLE>
GRAYSTONE WORLD WIDE, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1999 and 1998
1. Summary of Business and Significant Accounting Policies
Organization
The Company was incorporated in the state of Delaware on May 4,
1992 under the name Achiote Corporation (Achiote). On March 20,
1999, Achiote changed its name to Graystone World Wide, Inc.
(Graystone) in conjunction with the merger with Graystone. The
Company is attempting to establish a shoe manufacturing and
machinery operation.
On March 20, 1999, the Company and Graystone completed an Agreement
and Plan of Reorganization whereby the Company issued 12,787,100
post split shares of its common stock in exchange for all of the
outstanding common stock of Graystone. Immediately prior to the
Agreement and Plan or Reorganization, the Company had 1,160,200
post-split shares of common stock issued and outstanding.
The acquisition was accounted for as a recapitalization of
Graystone because the shareholders of Graystone controlled the
Company after the acquisition. Therefore, Graystone is treated as
the acquiring entity. There was no adjustment to the carrying
value of the assets or liabilities of Graystone in the exchange.
The Company is the acquiring entity for legal purposes and
Graystone is the surviving entity for accounting purposes. On
March 20, 1999, the shareholder of the Company authorized a forward
stock split of two for one shares of common stock. All references
to shares of common stock have been retroactively restated to
reflect the forward stock split.
Development Stage Company
Effective January 16, 1998, the Company is considered a development
stage company as defined in SFAS No. 7. The Company has, at the
present time, not paid any dividends and any dividends that may be
paid in the future will depend upon the financial requirements of
the Company and other relevant factors.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments with an original maturity of
three months or less to be cash equivalents.
Property and Equipment
Property and equipment is stated at cost. Depreciation and
amortization are computed using the straight-line method over
estimated useful lives which range from 5 to 7 years.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are provided in amounts sufficient to give
effect to temporary differences between financial and tax
reporting.
Earnings Per Share
The computation of basic earnings per common share is based on the
weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on
the weighted average number of shares outstanding during the year
plus the common stock equivalents, which would arise from the
exercise of stock options and warrants outstanding using the
treasury stock method and the average market price per share during
the year. Common stock equivalents are not included in the diluted
earnings per share calculation when their effect is antidilutive.
Going Concern
The accompanying financial statement have been
prepared assuming that the Company will continue as a going
concern. As of March 31, 1999, the Company had a deficit in
working capital, and an accumulated deficit and incurred a loss for
the year ended March 31, 1999. These conditions raise substantial
doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company's ability to continue as a going concern is subject to
the attainment of profitable operations or obtaining necessary
funding from outside sources. The Company is currently seeking
funds through the sale of common stock to both public and private
sources.
2. Property and Equipment
Property and equipment consist of the following at March 31:
1999 1998
Furniture and fixtures $11,399 $ -
Accumulated depreciation
and amortization (1,091) -
$10,308 $ -
3. Related Party Notes Payable
At March 31, 1999, the Company had an unsecured, past due note
payable to a shareholder with interest at 9.5% totaling $174,043.
Accrued interest on the note totaled approximately $17,000 at
March 31, 1999.
At March 31, 1999, the Company had a note payable to an individual
that owns a corporate shareholder. The note is due on demand with
interest at 9.5%, secured by common stock, with a principal balance
of $400,000. Accrued interest on the note totaled approximately
$27,000 at March 31, 1999.
4. Income Taxes
The benefit for income taxes is different than amounts which would
be provided by applying the statutory federal income tax rate to
the loss before provision for income taxes for the following
reasons:
Year Ended
March 31,
1999 1998 Cumulative
Amounts
Income tax benefit at
statutory rate $382,000 $3,000 $385,000
Change in valuation
allowance (382,000) (3,000) (385,000)
$ - $ - $ -
Deferred tax assets are comprised of the following:
March 31,
1999 1998
Operating loss
carryforwards $382,000 $3,000
Valuation allowance (382,000) (3,000)
$ - $ -
At March 31, 1999, the Company had net operating loss carryforwards
of approximately $1,333,000 available to offset future taxable
income which begin to expire in 2009. The amount of loss which may
be used each year is limited based on several factors which include
changes in Company ownership, the fair value of the Company and the
federal discount rate.
No deferred tax assets have been provided for the tax benefits of
loss carryforwards due to uncertainty concerning their ultimate
realization.
5. Supplemental Cash Flow Information
Actual amounts paid for interest are as follows:
Years Ended
March 31,
1999 1998
Interest $20,000 $ -
Income taxes $ - $ -
6. Related Party Transactions
During the year ended March 31, 1999 the Company advanced $256,500
to a company owned by the majority shareholder of the Company.
These advances were used to satisfy liabilities of the Company.
7. Commitments and Contingencies
Operating Lease Obligation
The Company leased certain office space, under noncancellable
operating lease agreements. Future minimum lease payments required
under operating leases are as follows:
Year Amount
2000 $56,000
2001 58,800
$114,800
Rental expense for the years ended March 31, 1999 and 1998 related
to these operating leases was approximately $51,000 and $-0-,
respectively.
Litigation
Subsequent to March 31, 1999, the Company was named as a defendant
in a lawsuit. The estimated contingent loss ranges from zero to
nine million dollars. The likelihood of a favorable or unfavorable
decision in this case is not currently determinable.
8. Capital Stock
Common Shares
Holders of outstanding common shares are entitled to receive
dividends out of assets legally available at such times and in such
amounts as the Board of Directors may from time to time determine.
Upon liquidation, dissolution or winding up of the Company, the
assets legally available for distribution to the shareholders will
be distributable ratably among the common shareholders at that
time. Any preferred shares outstanding will be entitled to
preferential payments described below before any distribution to
common shareholders.
Preferred Shares
The Board of Directors is authorized to designate series of
preferred shares and to determine and fix the relative rights and
preferences governing those shares.
As of March 31, 1999, there were 1,000,000 preferred shares
authorized and no preferred shares issued and outstanding.
9. Fair Value of Financial Instruments
None of the Company's financial instruments are held for trading
purposes. The Company estimates that the fair value of all
financial instruments at March 31, 1999, does not differ materially
from the aggregate carrying values of its financial instruments
recorded in the accompanying balance sheet. The estimated fair
value amounts have been determined by the Company using available
market information and appropriate valuation methodologies.
Considerable judgement is necessarily required in interpreting
market data to develop the estimates of fair value, and,
accordingly, the estimates are not necessarily indicative of the
amount that the Company could realize in a current market exchange.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
Effective July 6, 1999, Graystone selected Tanner & Co., Certified
Public Accountants of Salt Lake City, Utah, to audit Graystone's financial
statements for the fiscal year ended March 31, 1999. Thurman Shaw & Co., LC,
Certified Public Accountants of Salt Lake City, Utah, audited the financial
statements of Graystone for the fiscal years ended March 31, 1998, 1997 and
1996, and which accompanied Graystone's 10-KSB Annual Report for the year
ended March 31, 1998.
There were no disagreements with the former accountants on any matter of
accounting principles and practices, financial statement disclosure or
auditing scope or procedure.
An 8-K Current Report dated July 6, 1999, respecting this change in
accountants has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. See Part III, Item 13.
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 Graystone. 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 *
Todd L. Kinney Vice President 4/99 *
Director 4/99 *
John L. Melcher Vice President 3/98 4/1/99
Treasurer 3/98 4/1/99
David E. Nelson Chief Financial 4/99 *
Secretary/Treasurer 4/99 *
Director 4/99 *
Adam Jory Waxman Exec. Vice Pres. 3/98 4/1/99
CEO 3/98 4/1/99
</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 and President of both large and small private
companies. Mr. Hallisy has vast experience in both the footwear and apparel
industries. For the past 18 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.
Todd L. Kinney, Vice President and Director. Mr. Kinney is 37 years of
age. For the past 10 years, Mr. Kinney has been in management positions with
different car dealerships throughout the West. Mr. Kinney is presently a
student and is unemployed.
David E. Nelson, CPA, Chief Financial Officer, Secretary/Treasurer and
Director. Mr. Nelson, age 56, received a B.S. degree in accounting from the
University of Utah in 1966. He has over 20 years' experience in operations,
finance and regulatory compliance of stock brokerage firms. He is the past
President of Covey & Company, Inc. Mr. Nelson has been a member of the NASD
Board of Arbitrators, the American Institute of Certified Public Accountants
and the Utah Association of Certified Public Accountants.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of Graystone, 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 Graystone:
(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 Securities and Exchange 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 1934 Act, as amended, have been filed by directors,
executive officers, promoters and control persons of Graystone.
Item 10. Executive Compensation.
-----------------------
Cash Compensation.
- ------------------
The following table sets forth the aggregate compensation paid by
Graystone 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, 3/31/97 0 0 0 0 0 0 0
President, 3/31/98 0 0 0 0 0 0 0
Director 3/31/99 0 0 0 0 0 0 0
John L.
Melcher, 3/31/97 0 0 0 0 0 0 0
V-Pres., 3/31/98 0 0 0 0 0 0 0
Treasurer, 3/31/99 0 0 0 0 0 0 0
Adam Jory
Waxman, 3/31/97 0 0 0 0 0 0 0
Exec V-Pres 3/31/98 0 0 0 0 0 0 0
CEO 3/31/99 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.
- ---------------------
None.
Termination of Employment and Change of Control Arrangements.
- -------------------------------------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from Graystone, with respect
to any director or executive officer of Graystone 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 Graystone or its
subsidiaries, any change in control of Graystone, or a change in the
person's responsibilities following a change in control of Graystone.
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 Graystone's common stock as of the date of
this Report:
Percentage Number
Name and Address of Class of Shares Beneficially Owned
Donald J. Hallisy 77.9% 13,103,368
2506 Regency Lake Drive
Marietta, GA 30064
77.9% 13,103,368
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of Graystone'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 77.9% 13,103,368
2506 Regency Lake Drive
Marietta, GA 30064
Todd L. Kinney 0 0
9993 South Falcon Hurst Dr.
Sandy, Utah 84092
David E. Nelson .002% 50,000
528 14th Avenue
Salt Lake City, Utah 84103
All directors and executive
officers as a group (3) 78.1% 13,153,368
Each of these individuals has sole investment and voting power
with regard to the securities listed opposite his name. See Part III, Item 9,
for information concerning the offices or other capacities in
which the foregoing persons serve with Graystone.
Changes in Control.
- -------------------
See the 8-K Current Report dated March 26, 1998, Part III, Item 13.
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 Graystone 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 Graystone to own of record or beneficially more than five
percent of Graystone'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 Graystone 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 Graystone to own of record or beneficially more than five
percent of Graystone'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 Graystone 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 Graystone to own of record or beneficially more than five
percent of Graystone'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 Graystone, by
virtue of his ownership of in excess of 77% of the outstanding voting
securities of Graystone, may be deemed to be a parent of Graystone. For
information regarding transactions between Graystone 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
Graystone 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
The following 8-K Current Reports have been filed by Graystone
during the past two fiscal years ended March 31, 1998 and 1999.
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
8-K Current Report dated May 24, 1999, regarding litigation against
Graystone.
8-K Current Report dated July 6, 1999, regarding the change in
accountants.
Exhibits*
(i)
Where Incorporated
in this Report
--------------
10-KSB Annual Report for Part I, Item I
the fiscal year ended Part II, Item 11
March 31, 1998
8-K Current Report dated Part I, Item I, Part
March 26, 1998** Part III, Items 11 and 12
8-K Current Report dated Part I, Item 3
May 24, 1999**
8-K Current Report dated Part II, Item 8
July 6, 1999**
(ii)
Exhibit
Number Description
- ------ -----------
21 Subsidiaries of Graystone
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: 11/30/99 By/s/Donald J. Hallisy
------------ ----------------------
Donald J. Hallisy, Director and
President
Date: 11/30/99 By/s/Todd L. Kinney
------------ ----------------------
Todd L. Kinney,
Vice President and Director
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: 11/30/99 By/s/Donald J. Hallisy
------------- ----------------------
Donald J. Hallisy, Director and
President
Date: 11/30/99 By/s/Todd L. Kinney
------------ ----------------------
Todd L. Kinney,
Vice President and Director
Date: 11/30/99 By/s/David E. Nelson
------------ ----------------------
David E. Nelson
Secretary/Treasurer and Director
EXHIBIT 21
SUBSIDIARIES OF GRAYSTONE
Graystone World Wide, Inc., a Nevada corporation
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</TABLE>
