Nevada
|
26-0674103
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
3950
East Patrick Lane, Suite 101
|
|
Las
Vegas, Nevada
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89120
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large accelerated filer
¨
|
Accelerated filer ¨
|
Non-accelerated filer ¨ (Do not check if a
smaller reporting
company)
|
Smaller reporting company
x
|
Page
|
||
PART
I
|
2
|
|
Item
1. Business
|
2
|
|
Item
1A. Fisk Factors
|
5
|
|
Item
B. Unresolved Staff Comments
|
10
|
|
Item
2. Properties
|
10
|
|
Item
3. Legal Proceedings
|
10
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
10
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|
PART
II
|
10
|
|
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
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10
|
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Item
6. Selected Financial Data
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12
|
|
Item
7. Plan of operation
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12
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|
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk
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15
|
|
Item
8. Financial Statements and Supplementary Data
|
16
|
|
Item
9. Changes and Disagreements with Accountants on Accounting and Financial
Disclosure
|
17
|
|
Item
9A(T). Controls and Procedures
|
17
|
|
Item
9B. Other Information
|
18
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|
Part
III
|
18
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|
Item
10. Directors, Executive Officers and Corporate Governance
|
18
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Item
11. Executive Compensation
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24
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|
Item
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
26
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|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
27
|
|
Item
14. Principal Accountant Fees and Services
|
27
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|
Part
IV
|
29
|
|
15.
Exhibits, Financial Statement Schedules
|
29
|
|
·
|
deterioration
in general or regional economic, market and political
conditions;
|
|
·
|
our
ability to diversify our
operations;
|
|
·
|
actions
and initiatives taken by both current and potential
competitors;
|
|
·
|
inability
to raise additional financing for working
capital;
|
|
·
|
the
fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
|
|
·
|
adverse
state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing
operations;
|
|
·
|
changes
in U.S. GAAP or in the legal, regulatory and legislative environments in
the markets in which we operate;
|
|
·
|
inability
to efficiently manage our
operations;
|
|
·
|
inability
to achieve future operating
results;
|
|
·
|
the
unavailability of funds for capital
expenditures;
|
|
·
|
our
ability to recruit and hire key
employees;
|
|
·
|
the
inability of management to effectively implement our strategies and
business plans; and
|
|
·
|
the
other risks and uncertainties detailed in this
report.
|
|
·
|
Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
|
·
|
Disclose
certain price information about the
stock;
|
|
·
|
Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
|
|
·
|
Send
monthly statements to customers with market and price information about
the penny stock; and
|
|
·
|
In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
|
|
·
|
Attend
and market our services at major trade shows such as
G2E.
|
|
·
|
Attend
and present at major conferences and seminars such as the International
Masters of Gaming Law.
|
|
·
|
Attend
and give presentation to the International Association of Casino Security
in Panama City.
|
|
·
|
Increase
our representation in overseas markets such as Australia and
Macau.
|
|
·
|
Commence
marketing to European markets.
|
|
·
|
Seek
to obtain contracts with Indian Gaming companies in the U.S. to expand our
services to a variety of tribes such as the Potawatomi Tribal
Nation.
|
|
·
|
Advertise
our services in publications such as Gaming Times
Today.
|
Page
|
||
Report of Independent Registered
Public Accounting Firm
|
F-1
|
|
Balance Sheets at December 31,
2008 and 2007
|
F-2
|
|
Statements of Operations for the
Year Ended December 31, 2008 and for the periods from May 2, 2007
(Inception) through December 31, 2007 and 2008
|
F-3
|
|
Statements of
Stockholders’ (Deficit) for the Year Ended December 31, 2008 and
for the period from May 2, 2007 (Inception) through December 31,
2007
|
F-4
|
|
Statements of Cash Flows for the
Year Ended December 31, 2008 and for the periods from May 2, 2007
(Inception) through December 31, 2007 and 2008
|
F-5
|
|
Notes to Financial
Statements
|
|
F-6
|
/S/ L.L. Bradford & Company,
LLC
|
L.L.
Bradford & Company, LLC
|
April
14, 2009
|
Las
Vegas, Nevada
|
December 31,
|
||||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 45,503 | $ | 135,002 | ||||
Accounts
receivable
|
560 | 3,960 | ||||||
Prepaid
expenses
|
1,500 | - | ||||||
Total
current assets
|
47,563 | 138,962 | ||||||
Total
assets
|
$ | 47,563 | $ | 138,962 | ||||
Liabilities
and Stockholders’ Equity (Deficit)
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 29,467 | $ | 4,122 | ||||
Accrued
expenses
|
2,956 | - | ||||||
Accrued
compensation - related party
|
31,250 | - | ||||||
Total
current liabilities
|
63,673 | 4,122 | ||||||
Stockholders’
equity (deficit):
|
||||||||
Preferred
stock, $0.001 par value, 10,000,000 shares
|
||||||||
authorized,
no shares issued and outstanding
|
- | - | ||||||
Common
stock, $0.001 par value, 100,000,000 shares
|
||||||||
authorized,
4,284,110 and 4,040,000 shares issued and outstanding
|
||||||||
as
of December 31, 2008 and December 31, 2007, respectively
|
4,284 | 4,040 | ||||||
Additional
paid in capital
|
226,743 | 165,960 | ||||||
(Deficit)
accumulated during development stage
|
(247,137 | ) | (35,160 | ) | ||||
Total
stockholders’ equity (deficit)
|
(16,110 | ) | 134,840 | |||||
Total
liabilities and stockholders’ equity (deficit)
|
$ | 47,563 | $ | 138,962 |
Year Ended
December 31,
|
May 2, 2007
(Inception) to
December 31,
|
May 2, 2007
(Inception) to
December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Revenue
|
$ | 120,587 | $ | 4,335 | $ | 124,922 | ||||||
Expenses:
|
||||||||||||
Direct
costs
|
105,297 | 680 | 105,977 | |||||||||
Direct
Costs - related party
|
11,577 | 4,122 | 15,699 | |||||||||
General
and administrative expenses
|
12,111 | 1,002 | 13,113 | |||||||||
Professional
fees
|
166,878 | 15,000 | 181,878 | |||||||||
Promotional
and marketing
|
5,366 | 18,691 | 24,057 | |||||||||
Executive
compensation
|
31,250 | - | 31,250 | |||||||||
Total
expenses
|
332,479 | 39,495 | 371,974 | |||||||||
Net
operating (loss)
|
(211,892 | ) | (35,160 | ) | (247,0522 | ) | ||||||
Other
income (expense):
|
||||||||||||
Interest
expense
|
(85 | ) | - | (85 | ) | |||||||
Total
other (expense)
|
(85 | ) | - | (85 | ) | |||||||
Net
(loss)
|
$ | (211,977 | ) | $ | (35,160 | ) | $ | (247,137 | ) | |||
Weighted
average number of common shares
|
||||||||||||
outstanding
- basic and fully diluted
|
4,180,391 | 2,083,292 | ||||||||||
Net
(loss) per share - basic and fully diluted
|
$ | (0.05 | ) | $ | (0.02 | ) |
Additional
|
||||||||||||||||||||
Common Stock
|
Paid in
|
Accumulated
|
Total Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Equity (Deficit)
|
||||||||||||||||
Balance,
May 2, 2007 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
August
8, 2007, founders shares issued for cash
|
1,000,000 | 1,000 | 9,000 | - | 10,000 | |||||||||||||||
August
15, 2007, founders shares issued for cash
|
500,000 | 500 | 4,500 | - | 5,000 | |||||||||||||||
August
17, 2007, founders shares issued for cash
|
500,000 | 500 | 4,500 | - | 5,000 | |||||||||||||||
August
20, 2007, founders shares issued for cash
|
1,000,000 | 1,000 | 9,000 | - | 10,000 | |||||||||||||||
August
24, 2007, founders shares issued for cash
|
500,000 | 500 | 4,500 | - | 5,000 | |||||||||||||||
November
5, 2007, shares issued for cash
|
160,000 | 160 | 39,840 | - | 40,000 | |||||||||||||||
November
15, 2007, shares issued for cash
|
200,000 | 200 | 49,800 | - | 50,000 | |||||||||||||||
November
19, 2007, shares issued for cash
|
80,000 | 80 | 19,920 | - | 20,000 | |||||||||||||||
December
18, 2007, shares issued for cash
|
40,000 | 40 | 9,960 | - | 10,000 | |||||||||||||||
December
20, 2007, shares issued for cash
|
60,000 | 60 | 14,940 | - | 15,000 | |||||||||||||||
Net
(loss) for the period of May 2, 2007 (inception) to December 31,
2007
|
- | - | - | (35,160 | ) | (35,160 | ) | |||||||||||||
Balance,
December 31, 2007
|
4,040,000 | 4,040 | 165,960 | (35,160 | ) | 134,840 | ||||||||||||||
March
11, 2008, shares issued for cash
|
40,000 | 40 | 9,960 | - | 10,000 | |||||||||||||||
March
19, 2008, shares issued for cash
|
60,500 | 61 | 15,065 | - | 15,125 | |||||||||||||||
March
26, 2008, shares issued for cash
|
40,000 | 40 | 9,960 | 10,000 | ||||||||||||||||
September
18, 2008, shares issued for services
|
103,610 | 104 | 25,799 | - | 25,903 | |||||||||||||||
Net
(loss)
|
||||||||||||||||||||
For
the year ended December 31, 2008
|
- | - | - | (211,977 | ) | (211,977 | ) | |||||||||||||
Balance,
December 31, 2008
|
4,284,110 | $ | 4,284 | $ | 226,743 | $ | (247,137 | ) | $ | (16,110 | ) |
Year Ended
December 31,
|
May 2, 2007
(Inception) to
December 31,
|
May 2, 2007
(Inception) to
December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
(loss)
|
$ | (211,977 | ) | $ | (35,160 | ) | $ | (247,137 | ) | |||
Shares
issued for services
|
25,903 | - | 25,903 | |||||||||
Adjustments
to reconcile net (loss) to net cash (used) in
operating activities:
|
||||||||||||
Accounts
receivable
|
3,400 | - | (560 | ) | ||||||||
Prepaid
expenses
|
(1,500 | ) | 4,122 | (1,500 | ) | |||||||
Accounts
payable
|
25,345 | (3,960 | ) | 29,467 | ||||||||
Accrued
expenses
|
2,956 | - | 2,956 | |||||||||
Accrued
compensation - related party
|
31,250 | - | 31,250 | |||||||||
Net
cash (used) by operating activities
|
(124,623 | ) | (34,998 | ) | (159,621 | ) | ||||||
Cash
flows from financing activities
|
||||||||||||
Issuance
of common stock
|
35,124 | 170,000 | 205,124 | |||||||||
Net
cash provided by financing activities
|
35,124 | 170,000 | 205,124 | |||||||||
Net
increase (decrease) in cash
|
(89,499 | ) | 135,002 | 45,503 | ||||||||
Cash,
beginning
|
135,002 | - | - | |||||||||
Cash,
ending
|
$ | 45,503 | $ | 135,002 | $ | 45,503 | ||||||
Supplemental
disclosures:
|
||||||||||||
Interest
paid
|
$ | 32 | $ | - | 32 | |||||||
Income
taxes paid
|
$ | - | $ | - | - |
2008
|
2007
|
|||||||
Current
tax
|
$ | — | $ | — | ||||
Deferred
tax assets
|
(72,073 | ) | (11,954 | ) | ||||
Valuation
allowance
|
72,073 | 11,954 | ||||||
Provision
for Income Tax
|
$ | — | $ | — |
Description
|
NOL
Balance
|
Tax
|
Rate
|
|||||||||
Net
Operating Loss
|
$ | 215,887 | $ | 73,402 | 34 | % | ||||||
Accrued
compensation - related party
|
31,250 | 10,625 | 34 | % | ||||||||
Valuation
Allowance
|
(84,027 | ) | ||||||||||
Deferred
Tax Asset - 12/31/2008
|
$ | — |
Operating
Losses
|
||||
Expires
|
Amount
|
|||
2022
|
215,887 |
2008
|
2007
|
|||||||
Expected
Tax Provision
|
$
|
(72,073
|
)
|
$
|
(11,954
|
)
|
||
Increase
in valuation allowance
|
72,073
|
11,954
|
||||||
$
|
-0-
|
$
|
-0-
|
Name
|
Age
|
Title(s)
|
Term
|
|||
Kyle
Edwards
|
55
|
Chief
Executive Officer, President, and Director
|
Since
June 2007
|
|||
Julie
Hakman
|
46
|
Secretary
and Director
|
Since
June 2007
|
|||
Peter
Maheu
|
65
|
Treasurer,
Principal Financial Officer and Chairman
|
Since
June 2007
|
|||
Beverly
Griffin
|
65
|
Director
|
Since
June 2007
|
|||
Steve
Toneguzzo(1)
|
40
|
Former
Director
|
From
June 2007 until September 2008
|
|||
Dennis
Nelson
|
57
|
Director
|
Since
June 2007
|
|||
Michael
Pate
|
57
|
Director
|
Since
June 2007
|
|||
Michael
Spriggs
|
59
|
Director
|
Since
October
2007
|
|
(1)
|
On
September 24, 2008, Mr. Toneguzzo resigned as a member of our board of
directors.
|
|
(2)
|
On
October 10, 2008, Mr. Spriggs was appointed to serve as a member of our
board of directors
|
|
(1)
|
Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
|
(2)
|
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the Commission and in
other public communications made by an
issuer;
|
|
(3)
|
Compliance
with applicable governmental laws, rules and
regulations;
|
|
(4)
|
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code;
and
|
|
(5)
|
Accountability
for adherence to the code.
|
Name and Principal Position
|
Fiscal
Year
|
Salary ($)
|
Bonus ($)
|
Option
Awards ($)
|
All Other
Compen-
sation ($)
|
Total ($)
|
||||||||||||||||
Kyle
Edwards
|
2008
|
$ | 31,250 |
(1)
|
— | — | — | $ | 31,250 | |||||||||||||
Chief
Executive Officer/President
|
2007(2)
|
— | — | — | — | — |
|
(1)
|
In
January 2009, we authorized the issuance of 500,000 shares of our common
stock to Mr. Edwards valued at $125,000 in lieu of his initial base annual
salary for the period beginning on October 2008 through October of 2009.
$31,250 was expensed for the year ended December 31,
2008.
|
|
(2)
|
Period
from May 2, 2007 (Inception) through December 31,
2007.
|
|
·
|
Mr.
Edwards will be eligible to participate in Global’s Stock Option Plan
during the term of his employment.
|
|
·
|
In
the event Global terminates Mr. Edwards’ employment agreement without
“cause” (as defined in the Employment Agreement) or Mr. Edwards resigns
with “good reason” (as defined in the Employment Agreement), Mr. Edwards
shall be entitled to receive, through the end of the term his base
salary.
|
|
·
|
If
the Employment Agreement is terminated for “cause” (as defined in the
Employment Agreement), Mr. Edwards shall receive his base salary through
the date of termination. However, if a dispute arises between
Global and Mr. Edwards that is not resolved within 60 days and neither
party initiates arbitration, we have the option to pay Mr. Edwards a lump
sum of 6 months base salary as “severance payment” rather than pay Mr.
Edwards’ salary through the date of
termination.
|
|
·
|
In
the event Mr. Edwards becomes incapacitated by reason of accident,
illness, or other disability whereby he is unable to carry on
substantially all of his normal duties for a continuous period of 120
days, the Employment Agreement will terminate and Mr. Edwards will receive
his base salary for a 6 month period reduced by the amount of any payment
received from disability insurance
proceeds.
|
|
·
|
In
the event Mr. Edwards dies during the term of the Employment Agreement,
Global will pay to the estate of Mr. Edwards his base salary for a period
of 6 months.
|
Name and Address of Beneficial Owner, Officer or Director(1)
|
Number
of Shares
|
Percent of Outstanding
Shares of Common
Stock(2)
|
||||||
Kyle
Edwards, Chief Executive Officer, President and Director
(3)
|
500,000 | 10.5 | % | |||||
Julie
Hakman, Secretary and Director(3)
|
500,000 | 10.5 | % | |||||
Peter
Maheu, Treasure, Principal Financial Officer and Chairman(3)
|
500,000 | 10.5 | % | |||||
Beverly
Griffin, Director(3)
|
500,000 | 10.5 | % | |||||
Dennis
Helson, Director(3)
|
500,000 | 10.5 | % | |||||
Michael
Pate, Director(3)
|
500,000 | 10.5 | % | |||||
Michael
Spriggs, Director(3)
|
0 | — | ||||||
Stephen
Toneguzzo, Former Director and Beneficial Owner
P.O.
Box 98382
Las
Vegas, Nevada 89193
|
500,000 | 10.5 | % | |||||
Directors,
Officers and Beneficial Owners as a Group
|
3,500,000 | 73.5 | % |
(1)
|
As
used in this table, “beneficial ownership” means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a
security).
|
|
(2)
|
Figures
are rounded to the nearest tenth of a
percent.
|
|
(3)
|
The
address of each person is care of Global: 3950 East Patrick Lane, Suite
101, Las Vegas,
Nevada 89120.
|
•
|
The amounts involved exceeds the
lesser of $120,000 or one percent of the average of our total assets at
year end for the last two completed fiscal years ($933);
and
|
•
|
A director, executive officer, holder of more
than 5% of our common stock or any member of their immediate family had or
will have a direct or indirect material
interest.
|
For the Fiscal Years
Ended
December 31,
|
||||||||
2008
|
2007
|
|||||||
(1) Audit
Fees(1)
|
$ | 18,500 | $ | -0- | ||||
(2) Audit-Related
Fees(2)
|
- | - | ||||||
(3) Tax
Fees(3)
|
- | - | ||||||
(4) All
Other Fees
|
- | - | ||||||
Total fees paid or accrued to our
principal accountant
|
$ | 18,500 | $ | -0- |
|
(1)
|
Audit Fees include fees billed and
expected to be billed for services performed to comply with Generally
Accepted Auditing
Standards (GAAS),
including the reviews of the quarterly financial statements
included in the Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission. This category also includes fees for
audits provided in connection with statutory filings or procedures related
to audit of income tax provisions and related reserves, consents and
assistance with and review of documents filed with the
SEC.
|
|
(2)
|
Audit-Related Fees include fees
for services associated with assurance and reasonably related to the performance of the
audit or review of our financial statements. This
category includes fees related to assistance in financial due diligence
related to mergers and acquisitions, consultations regarding Generally
Accepted Accounting Principles, reviews and evaluations of the
impact of new regulatory pronouncements, general assistance with
implementation of Sarbanes-Oxley Act of 2002 requirements and audit
services not required by statute or
regulation.
|
|
(3)
|
Tax fees consist of fees related
to the preparation
and review of our federal and state income tax
returns.
|
Page
|
||
Management’s
Report on Internal Control Over Financial Reporting
|
17
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Stockholders’ (Deficit)
|
F-4
|
|
Statements
of Cash Flows
|
F-5
|
Incorporated by reference
|
||||||||||||
Exhibit
|
Exhibit Description
|
Filed
herewith
|
Form
|
Period
ending
|
Exhibit
|
Filing
date
|
||||||
3.1(i)(a)
|
Articles
of Incorporation dated May 2, 2007
|
S-1
|
3.1(i)(a)
|
05/16/08
|
||||||||
3.1(ii)(a)
|
Bylaws
|
S-1
|
3.1(ii)(a)
|
05/16/08
|
||||||||
10.1
|
Strategic
Alliance Agreement dated November 15, 2007
|
X
|
||||||||||
10.2
|
Employment
Agreement with Kyle Edwards
|
X
|
||||||||||
31.1
|
Certification
of Kyle Edwards pursuant to Section 302 of the Sarbanes-Oxley
Act
|
X
|
||||||||||
31.2
|
Certification
of Peter Maheu pursuant to Section 302 of the Sarbanes-Oxley
Act
|
X
|
||||||||||
32.1
|
Certification
of Kyle Edwards pursuant to Section 906 of the Sarbanes-Oxley
Act
|
X
|
||||||||||
32.2
|
|
Certification
of Peter Maheu pursuant to Section 906 of the Sarbanes-Oxley
Act
|
|
X
|
|
|
|
|
By:
|
/s/ Kyle Edwards
|
Kyle
Edwards, Chief Executive
Officer/President
|
Name
|
Title
|
Date
|
||
/s/ Kyle Edwards
|
Chief
Executive Officer, President &
|
April
9, 2008
|
||
Kyle
Edwards
|
Director
(Principal Executive Officer)
|
|||
/s/ Peter Maheu
|
Treasurer
(Principal Financial Officer)
|
April
9, 2008
|
||
Peter
Maheu
|
&
Chairman
|
|||
/s/ Julie Hakman
|
Secretary
& Director
|
April
9, 2008
|
||
Julie
Hakman
|
||||
/s/ Beverly Griffin
|
Director
|
April
9, 2008
|
||
Beverly
Griffin
|
||||
/s/ Dennis Nelson
|
Director
|
April
9, 2008
|
||
Dennis
Nelson
|
||||
/s/ Michael Pate
|
Director
|
April
9, 2008
|
||
Michael
Pate
|
||||
/s/ Michael Spriggs
|
Director
|
April
9, 2008
|
||
Michael
Spriggs
|