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ISIN: US37947N1072 · WKN: A0LEDJ
Neuigkeiten
Werte aus der Branche Finanzdienstleistungen
Wertpapier | Kurs | Perf. % |
---|---|---|
1,3500 | +33,66 | |
32,00 | +27,95 | |
2,5000 | +25,00 | |
0,5800 | +23,40 | |
6,1100 | +18,64 |
Wertpapier | Kurs | Perf. % |
---|---|---|
1,8775 | -14,17 | |
1,2600 | -16,00 | |
18,445 | -16,65 | |
1.138,25 | -16,86 | |
0,9150 | -21,79 |
Hallo Leute.
Mal ne Frage an alle die hier investiert sind. Wieso ist GOIH nur noch in Berlin in Deutschland handel bar? Frankfurt ist weggefallen. Wieso?
Wann erwartet ihr mal wieder News hier?
Wieso sind die ganzen anderen Threads weggefallen? Was steht hier an?
Mal ne Frage an alle die hier investiert sind. Wieso ist GOIH nur noch in Berlin in Deutschland handel bar? Frankfurt ist weggefallen. Wieso?
Wann erwartet ihr mal wieder News hier?
Wieso sind die ganzen anderen Threads weggefallen? Was steht hier an?
!
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Antwort auf Beitrag Nr.: 28.065.650 von Exploser am 02.03.07 11:54:59so hab goih mal ne nette email geschrieben mit ein paar fragen zur aktie. bin mal gespannt. ecfl kann ich leider nicht handeln...weder comdirect noch s-broker
Mächtig im Plus heute... Geht da doch noch was?
Da ist doch was im Busch oder.?
Hallo Schnatzi,
stell doch mal bitte einen Intraday-Chart mit dem "mächtigen Plus" ein. Bei w.o. und bei Bigcharts finde ich keine Kursinformationen, die deine Euphorie untermauern und den zweiten Thread dazu heute rechtfertigen könnten. Danke im voraus.
Grüße,
scara
stell doch mal bitte einen Intraday-Chart mit dem "mächtigen Plus" ein. Bei w.o. und bei Bigcharts finde ich keine Kursinformationen, die deine Euphorie untermauern und den zweiten Thread dazu heute rechtfertigen könnten. Danke im voraus.
Grüße,
scara
Antwort auf Beitrag Nr.: 28.079.826 von ScaraMod am 02.03.07 21:33:50Schau doch mal in ADVFN.de und dann GOIH eingeben... Dann wirst Du es sehen!
Antwort auf Beitrag Nr.: 28.079.826 von ScaraMod am 02.03.07 21:33:50Stellst Du denn anderen Thread nun wieder rein?!
Jetzt wird es wirklich langsam mal Zeit, dass mal wieder was gutes an News kommt!
Antwort auf Beitrag Nr.: 28.203.273 von Schnatzi am 09.03.07 14:50:28Guten morgen
Ich habe auch GOIH Aktien und bin auch Dividenden berechtigt. im Bloomberg habe ich gesehen, dass die Transaktionsabsichten (Dividende auch eingetragen sind). Doch warum hören wir hier keine Fortschritte mehr. Wollen die wirklich das Jahr durchziehen und dann mit einem Knaller aufwarten? oder ist es doch nicht so super wie wir gemeint haben?
Weiss jemand mehr?
Ich habe auch GOIH Aktien und bin auch Dividenden berechtigt. im Bloomberg habe ich gesehen, dass die Transaktionsabsichten (Dividende auch eingetragen sind). Doch warum hören wir hier keine Fortschritte mehr. Wollen die wirklich das Jahr durchziehen und dann mit einem Knaller aufwarten? oder ist es doch nicht so super wie wir gemeint haben?
Weiss jemand mehr?
Antwort auf Beitrag Nr.: 28.264.453 von Waeschi am 13.03.07 08:04:47keine ahnung, sitz im gleichen boot wie du. aber naja liegen lassen und hoffen, was soll mer sonst tun
Antwort auf Beitrag Nr.: 28.264.453 von Waeschi am 13.03.07 08:04:47Ich hab keinen Plan! Ich warte auch auf News!
Antwort auf Beitrag Nr.: 28.264.453 von Waeschi am 13.03.07 08:04:47Ich weiß genauso viel wie du, nähmlich nichts.
Ich denke es ist doch nicht so einfach das Geld für die Fonds aufzutreiben wie GOIH immer gesagt hat.
Ansonsten ist der Kurs recht stabil sodas man beruhigt noch warten kann bis zum nächsten Megaausbruch.
Ich denke es ist doch nicht so einfach das Geld für die Fonds aufzutreiben wie GOIH immer gesagt hat.
Ansonsten ist der Kurs recht stabil sodas man beruhigt noch warten kann bis zum nächsten Megaausbruch.
Hey gestern mal 7 Mio St. Umsatz... Garnicht schlecht im Vergleich zu den Tagen und Wochen davor... Vielleicht ist die Talsohle nun erreicht und es geht wieder nach oben.?
Hey gestern mal wieder ein wenig Bewegung im Kurs... Und SK sogar 16 % im Plus... weiter so... Hoffentlich kommt da bald mal wieder eine gute News!
Tut sich hier mal bald wieder was? Wo bleiben News?
Antwort auf Beitrag Nr.: 28.504.324 von Schnatzi am 26.03.07 18:17:36Press Release Source: Global 1 Investment Holdings Corp
Global 1 Provides Investors Update and Organization Plans
Tuesday April 10, 1:54 pm ET
ATLANTA--(BUSINESS WIRE)--Global 1 Investment Holdings Corp. (OTCBB: GOIHE - News), www.global1inc.com, we are in the process of completing our annual audit and will have the audit completed shortly. We have changed the certifying auditor and there was a slight delay in completing the audit. We will implement the business plan in stages over the next several months with the goal to have complete implementation during 2007.
ADVERTISEMENT
Organizational Plans for 2007:
Once we complete the audit we will move rapidly to implement new financing plans and initiate the business plan we have previously announced. We have developed a financing mechanism that will allow us to raise capital rapidly any place in the world in any currency.
Our internal investment banking team has developed a credit default arbitrage instrument that allows us to raise large amounts of capital with minimum risk in any currency without currency fluctuations. Our entertainment tax credit fund will use this instrument to finance and distribute a slate of projects budgeted at up to $20 million USD.
New York Base of Operations:
We will shortly seek office space in Midtown Manhattan, New York to establish offices for our global investment funds management company. We will base our financing and investment banking operations in New York, NY.
Short Term Investors:
We have designed a share structure that will reward both the short term and long term investor. The share structure will be implemented by the registration of several new instruments and classes of stock where an investor will have a choice of investment strategy and horizon.
Real Estate Operations:
Our real estate operations have designed an instrument and method of operations to take advantage of the recent subprime mortgage industry meltdown. We have designed a method whereby builders that enter into our program will be assured financing for a portion of their inventory of new construction of homes in the starter category. Our ability to finance real estate by the use of our instruments, which we will seek a method patent on, will increase our ability to create superior returns on our equities.
Foreign Listings:
Once we initiate our plans, we will seek listings on several foreign exchanges of our new financial instruments which will allow us to raise capital in many local markets in currencies that have a favorable exchange rate for investment domestically in the USA.
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1 behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
Contact:
Global 1 Holdings
Barry Thomas, 404-255-0400
Investor_Relations@mindspring.com
Global 1 Provides Investors Update and Organization Plans
Tuesday April 10, 1:54 pm ET
ATLANTA--(BUSINESS WIRE)--Global 1 Investment Holdings Corp. (OTCBB: GOIHE - News), www.global1inc.com, we are in the process of completing our annual audit and will have the audit completed shortly. We have changed the certifying auditor and there was a slight delay in completing the audit. We will implement the business plan in stages over the next several months with the goal to have complete implementation during 2007.
ADVERTISEMENT
Organizational Plans for 2007:
Once we complete the audit we will move rapidly to implement new financing plans and initiate the business plan we have previously announced. We have developed a financing mechanism that will allow us to raise capital rapidly any place in the world in any currency.
Our internal investment banking team has developed a credit default arbitrage instrument that allows us to raise large amounts of capital with minimum risk in any currency without currency fluctuations. Our entertainment tax credit fund will use this instrument to finance and distribute a slate of projects budgeted at up to $20 million USD.
New York Base of Operations:
We will shortly seek office space in Midtown Manhattan, New York to establish offices for our global investment funds management company. We will base our financing and investment banking operations in New York, NY.
Short Term Investors:
We have designed a share structure that will reward both the short term and long term investor. The share structure will be implemented by the registration of several new instruments and classes of stock where an investor will have a choice of investment strategy and horizon.
Real Estate Operations:
Our real estate operations have designed an instrument and method of operations to take advantage of the recent subprime mortgage industry meltdown. We have designed a method whereby builders that enter into our program will be assured financing for a portion of their inventory of new construction of homes in the starter category. Our ability to finance real estate by the use of our instruments, which we will seek a method patent on, will increase our ability to create superior returns on our equities.
Foreign Listings:
Once we initiate our plans, we will seek listings on several foreign exchanges of our new financial instruments which will allow us to raise capital in many local markets in currencies that have a favorable exchange rate for investment domestically in the USA.
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1 behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
Contact:
Global 1 Holdings
Barry Thomas, 404-255-0400
Investor_Relations@mindspring.com
Antwort auf Beitrag Nr.: 28.750.959 von axcol am 11.04.07 07:58:05gibts ja nicht, ein lebenszeichen. aber kein wort über die divi
Was haltet ihr von den News? Mal schauen wie der Kurs reagiert heute..?
Antwort auf Beitrag Nr.: 28.265.828 von Schnatzi am 13.03.07 09:40:29Ich hatte wenigstens gehofft, dass nach den News mal wieder ein wenig Bewegung reinkommt... Aber anscheinend Fehlanzeige...
Antwort auf Beitrag Nr.: 28.760.739 von Schnatzi am 11.04.07 16:55:22und jetzt unter beiden namen wieder auf allen börsenplätzen, ich versteh bald nix mehr hier... und die anderen treads sind jetzt alle weg...
Antwort auf Beitrag Nr.: 28.870.095 von divisammler am 17.04.07 21:48:50U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-KSB
Annual report
THE SECURITIES ACT OF 1934
--------------------
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from __________ to _________
Global 1 Investment Holdings Corporation.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 20-8887008
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Commission
Incorporation or Organization) Identification No.)
233 Peachtree St.
Suite 1225
Atlanta, GA 30303
(Address of Principal Executive Offices, Including Zip Code)
--------------------
Barry Thomas
233 Peachtree St.
Suite 1225
Atlanta, GA 30303
404-222-7344
(Name, Address, and Telephone Number of Agent for Service)
Securities registered under Section 12(b) of the Exchange
Act: NONE
Securities registered under Section 12(g) of the Exchange
Act: COMMON
Check whether the issuer: (1) filed all reports required to be filed by
Sections 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.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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. [X]
State issuer's revenues for its most recent fiscal year: $0.00 for the year
ended December 31, 2006.
As of December 31, 2006, the aggregate market value of the common stock of
the issuer held by non-affiliates, based on the average bid and asked price of
the common stock as quoted on the OTC Bulletin Board, was $5,973,500. As of
December 31, 2006, 398,233,385 shares of common stock of the issuer were
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2
PART I
ITEM 1
Page
Description of Business .....................................................4
Description of Property ....................................................23
Legal Proceedings ..........................................................23
Submission of Matters to a Vote of Security Holders .......................23
Market for Common Equity and Related Stockholders Matters ..................23
Management's Discussion and Analysis or Plan of Operation ..................24
Financial Statements .......................................................28
Changes In and Disagreements with Accountants ..............................28
Controls and Procedures ....................................................27
Directors, Executive Officers, Compliance with Section 16(a)
of the Exchange Act. .......................................................29
Executive Compensation .....................................................31
Security Ownership of Certain Beneficial owners and Management
and Related Stockholders Matters ...........................................32
Certain Relationships and Related Transactions .............................32
Exhibits, Financial Statements and Reports on Form 8-K .....................33
Principal Accountant Fees and Services .....................................33
3
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This ANNUAL Report on Form 10-KSB includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"could," "would," "expect," "plan," anticipate," believe," estimate," continue,"
or the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
in our other Securities and Exchange
Commission filings, including our Quarterly Report on Form 10-QSB filed on
November 2006. The following discussion should be read in conjunction with our
Consolidated Financial Statements and related Notes thereto included elsewhere
in this report.
4
PART I
ITEM 1 DESCRIPTION OF BUSINESS
OVERVIEW:
Organization
Silver Screen Studios, Inc. ("the Company") was organized to engage in the
business of, development, production, financing and distribution of
entertainment related products. The Company was incorporated in the State of
Georgia in May of 2003. The Company is the result of a reverse holding company
merger formed by Group Management and SSSG Acquisition Corp. on August 23, 2003.
Silver Screen Studios, Inc. trades on the Over the Counter Bulletin Board under
the symbol SSSU. Silver Screen Studios, Inc. began operations on August 23, 2003
in Atlanta, GA. Group Management Corp. was undergoing a restructuring of its
operations and management concluded due to the business conditions of Group
Management Corp. a merger was in the best interest of the shareholders of Group
Management Corp.
The company entered into a general restructuring on or about April 2006. The
purpose of the restructuring was to allow the company to verify its shareholder
base and to focus the company on a line of business for potential growth. During
the restructuring period the company found it necessary to shift its primary
business focus from entertainment to financial services. In November 2006 as a
result of the restructuring the company entered into a name change, cusip number
change and a symbol change. The company is now known as Global 1 Investment
Holdings Corporation and trades on the OTC Bulletin Board under the ticker
symbol GOIH. The company's office is located at 233 Peachtree St., Ste 1225,
Atlanta, GA 30303.
5
General
We are a full service diversified investment management company with
interests in real estate, entertainment and financial services. Our primary
business focus is on the acquisition and deployment of financial assets in the
operation of the three primary business lines. Moreover, we are a Christian
based company that prescribes to the Bible as the final authority on all
questions of ethics and moral issues concerning the businesses of the company.
Accordingly, the company restricts its business agenda to opportunities that do
not contradict the principles and teachings of the Bible.
Our entertainment division is a faith based and inspirational content
multimedia entertainment company with a focus on developing family centered
entertainment content. We develop, produce and distribute a broad range of
music, motion picture and other filmed entertainment content.
We believe that our primary mission and vision is to spread the Word of Jesus
Chris as printed in the holy bible through various entertainment related
products. Accordingly, the content that we will produce in the future will have
as its purpose the glorification of God and his kingdom. The company will be
used as a vehicle to spread the message throughout the world in as many
distribution channels as financially possible. We have developed several
innovative financing techniques using federal tax credits and state tax credits
which will allow and investor to deduct a portion of their investment against
any tax liability owed in the United States.
In addition, we intend to establish a music publishing division, a television
production division and a producer/artist management division primarily
concentration on the faith based and inspirational market segment. We have
identified a market opportunity in the entertainment industry resulting from the
convergence of music and film in the world's fastest growing consumer
entertainment product, the digital video disc ("DVD"). The percentage of DVD
unit sales has increased in market share for entertainment content delivery to
consumers faster than any format in entertainment history.
The DVD has received overwhelming market acceptance and response. The music
industry has used the DVD to enhance the sale of its products. Many music fans
have responded favorably to concert DVD's and music video DVD's of their
favorite artists. It is the vision of our management team, our Chief Executive
Officer, and industry consultants to focus on the DVD format as a means to
identify and enable creative artists to combine their visual and audio talents
in a consumer product that will protect the proprietary nature of the content.
Our mission is to become an independent multimedia entertainment company
combining state-of-the-art technologies with creative product that meets the
growing demand of today's market.
As the demand for cost-effective entertainment product, including digitally
recorded music, television programming and film, continues to increase, we
believe that more of the major entertainment companies, including radio,
television, cable, film and Internet service providers, will be turning towards
independent entertainment companies and production facilities to deliver product
and programming to improve their profitability and create market share.
6
The Film Division
Green Light Productions, Inc. operates our film division. Green Light
acts as our in-house production arm that produces, distributes and markets
feature-length DVD films and movies, taking projects from initial creative
development through principal photography, post-production, distribution and
ancillary sales. We believe that fans of faith based and inspirational Hip-Hop
and Urban Music are active consumers throughout the world, purchasing CDs, DVDs,
records, clothes and concert tickets. In addition, members of the Hip-Hop
audience are a highly coveted demographic group targeted by advertising
retailers due to their age and spending habits. We believe that outside of
traditional Hollywood productions, there is a shortage of "Lifestyle Specific"
DVD products for the Hip-Hop audience.
Green Light Productions, Inc. will produce low budget films with plots
and marquee name music artists and that are relevant to the mainstream youth
culture, particularly the Hip-Hop and Urban Music audience. Kadalak
Entertainment Group., our music arm will produce soundtracks featuring the
aforementioned artists to be sold as a CD packaged with a DVD for retail sale to
consumers.
Pursuant to our international business development strategy, we plan to
form joint ventures for co-production of entertainment projects on a
territory-by-territory basis. On occasion we will also obtain the rights to
distribute and exploit entertainment projects in US and foreign markets as well
as co-venture projects for release and development in various media formats.
Film Production
---------------
Our goal is to produce quality films in the low budget range with total
costs of $20,000 to $1,000,000 per film. Our current strategic plan calls for
the production or co-production of five to ten films annually. Our ability to
execute this plan is dependent upon our ability to raise additional financing
necessary to fund such productions. Currently, we are reviewing film projects
for development and production and upon obtaining additional working capital, we
will begin the production of new films.
Distribution
------------
We formed our on internal distribution arm via Silver Screen Distributions, Inc.
to take advantage of the synergies of the vertical integration of our business
model. Silver Screen Distribution will distribute the production of our internal
products as well as the products of third parties.
Our projects when the demand requires will be given a minimal
theatrical release in approximately two to three theaters in several major
markets in the United States to create awareness about a particular film. The
end product at retail will be a DVD/CD package that will have a retail price of
approximately $19.99 to $34.99 with an approximate $16 to $20 wholesale price.
Our sales goal is 100,000 to 500,000 units worldwide for each project. We intend
to distribute to the rental market using direct distribution and revenue share
output arrangements with Blockbuster and other leading rental retailers. In
addition, when the opportunity arises we intend to distribute or sell directly
to mass merchandisers, such as Wal-Mart Stores Inc., Costco Wholesale
Corporation, Target Corporation, Best Buy Co. Inc., and others who buy large
volumes of videos and DVDs to sell directly to the consumer.
7
Currently there have been very few products released in the DVD/CD
combination package. It is very uncommon for major and independent distribution
companies in film and music to come together on one product for distribution.
Historically, film companies have been reluctant to give DVDs to music companies
and music companies have been reluctant to give CDs to film companies for
distribution. Our goal is to effectively pioneer this format and become a leader
in this marketplace. Each film project will have the potential to allow us to
capitalize on every potential revenue stream across the board for each of our
divisions in terms of film, studio, publishing and management operations.
Pay and Free Television Distribution
------------------------------------
We intend to license our own productions and productions acquired from third
parties to the domestic and international marketplace on a project basis through
Sony or independent distributors on a territory-by-territory basis.
The Record Division
Kadalak Entertainment Group operates our record division. We believe
that the next five years will offer important opportunities for the organization
and growth of viable, newly created record companies. We believe that such
companies will be more competitive because they have the ability to be flexible,
responsive and are not constrained by the typical large company bureaucracy.
A popular music record company depends on its ability to sign and retain
artists who will appeal to popular taste over a period of time. We will employ a
popular music artist and repertoire ("A&R") staff whose task will be to identify
both new artists with potential appeal and established artists who will
complement our planned artist roster or whose potential we believe has not been
fully exploited. The A&R staff, which is headed by our management team, will
include a group of producers/songwriters and will meet on a regular basis to
discuss tapes of artists who have been previously screened by staff members. If
a consensus is reached to attempt to sign an artist, a strategy will be
developed for a contract proposal. Currently, we are evaluating several artists
with whom we would consider entering contracts. However, such considerations are
contingent upon our ability to obtain a sufficient amount of additional
financing. There can be no assurance that we will be able to attract and sign
artists or that such artists will be successful.
Artist Recording Contracts
--------------------------
We will concentrate on the development of new talent rather than competing
with larger companies to acquire established artists. We believe that the risks
involved with higher advances and royalties demanded by established artists may
be difficult to justify financially. In addition to the lower financial cost of
signing and developing new talent, we believe that it generally is easier to
negotiate a longer contract term with new talent, whereas established artists
demand higher payments accompanied by shorter contract terms. We recognize that
established artists have existing fan support and name recognition. However, we
have determined that the cost associated with retaining established artists
represents a significantly greater financial risk if a recording project fails
to achieve minimum consumer sales in an intensely competitive market. From time
to time we may sign artists who require advances because they have established
sales bases.
8
Pursuant to our strategy of identifying, signing and developing new talent, the
artists whom we intend to sign will generally have limited recording industry
backgrounds. For the most part, these artists will be identified and contracted
by us after analysis of demonstration tapes by our A&R department and after
consultation among our senior management.
The Rock and Pop music genres will enable us to compete in a market segment
comprising 33.7% of gross business in the United States record industry.
Likewise, activity in the Rap/Hip-Hop, R&B/Urban segment of the market will put
us into an additional 25% of gross business in the United States record
industry. We may seek to develop divisions that will address the remaining
segments of the market, which includes jazz, Latin and other musical styles.
Although we may from time to time license already completed master recordings
for a fixed price plus royalty, we will primarily be involved in the actual
production of master recordings. This aspect of the recording business will
require our management to approve a specific project and then contract with
recording artists, musicians and producers to produce a master recording. The
artist and producer will each receive either a minimum fee plus a percentage
royalty based on the proceeds received by us from distribution of a recording or
a percentage royalty without a minimum fee. The fee and royalty arrangements
will be negotiated on a recording-by-recording basis. We will produce recordings
in our own studios or by renting time at any one of a number of recording
studios. Management therefore seeks to reduce or eliminate certain costs and to
match the specific configuration of a particular studio to the requirements of a
particular artist or producer.
Certain production and acquisition costs, such as artists' and producers'
royalties, are contingent upon subsequent sales while other costs, such as
salaries, overhead, manufacturing, studio time and other expenses, are payable
regardless of sales. Although the appeal of a particular artist may be
transitory, we believe that increasing the size and diversity of our planned
artist roster gives us a measure of protection against sudden shifts in taste.
Further, we believe that acquisition of interests in recorded music composition
catalogues will provide an important and relatively stable source of future
sales in addition to revenue generated from new releases.
Promotion and Marketing
-----------------------
We plan to release records primarily in gospel, motivational, neo-classical
soul and Rap/Hip-Hop, dance and alternative music fields. Accordingly, we expect
to market our records to the principal buying groups in the 12 to 45 year old
categories broadly representative of the American population in that age group.
We plan to promote our recordings, as is generally the case throughout the
record industry, primarily through radio time and utilizing the internet and
high speed broadband connection of the TCP/IP transmission protocol. To
supplement our staff, we may engage independent promotion specialists on a
record-by-record basis to generate airplay. As sales increase, management may
add additional promotion staff.
Cable operations, such as MTV, VH-1 BET and other music television channels,
as well as certain commercial television stations, have provided significant
exposure to new music groups. We intend to utilize television as a promotional
tool. In addition, we intend to produce promotional videotapes, CDs and DVDs
featuring our artists, and maintain effective cost controls through the use of
our own music video production department.
9
The music video and DVD market has grown significantly over the past few
years and we believe that the music video and DVD business is a natural
extension of our other planned activities in the music business. Our music video
department will concentrate primarily upon promotional activities for our
artists to produce videos of single songs for promotional purposes. Generally,
income from music videos is derived from television broadcasts and from the sale
of videocassettes, CDs and DVDs. We may make electronic press kits ("EPKs"),
long-form videos and enhanced videos or CD-ROMS playable on computer. We also
may combine artist videos and EPKs for release on DVD, providing a whole new
format for viewing which was previously limited to television broadcasts. Our
music and videos may also be included in real player packages. We anticipate
experiencing increased activity as we enter into contracts with additional
artists. In such event, longer music programs, such as DVDs or concert programs,
are contemplated.
The marketing methods which we plan to use are customary in the music
industry. These methods will include:
o radio;
o television;
o newspaper and magazine advertising;
o distribution of posters featuring our artists and records;
o street teams;
o wrapped vans and trucks;
o bus backs, bus stops and benches;
o billboards;
o marquee style movie lights at label sponsored events and artists shows; and
o coordinated promotions with retail stores such as in-store displays and
appearances by performers.
Initially, our principal efforts will be focused on radio promotion through
radio play of artist's singles to develop consumer recognition and product
demand. We plan future advertising in national music consumer publications and
industry trade publications as artists achieve increasing consumer recognition,
provided such additional advertising, in management's opinion, would enhance
sales.
Licensing of Recordings
----------------------
We also intend to license rights in certain of our recordings to other
major record labels for manufacture and distribution in foreign markets. These
labels normally pay all distribution and marketing costs and, in addition, pay
us an advance plus a royalty based on sales, which is payable after recovery of
the advance. A portion of any royalties received by us from sales will be used
to pay artists' and producers' royalties or the owner of a master recording, as
the case may be.
We will seek agreements to license recordings of several of our future
artists through various record and licensing companies in Europe and Japan. We
intend to negotiate with several foreign distributors for the right to license
other artists. We intend to direct a material part of our future activities
toward the development of international markets.
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Copyright
---------
Our business, like that of other record companies, primarily rests on
ownership or control and exploitation of musical works and sound and
audio-visual recordings.
Rights and royalties relating to particular recordings vary from case to
case. When a recording is made, copyright in that recording vests either in the
recording artist and is licensed to a record company or in the Company itself,
depending on the terms of agreement between the recording artist and the record
company. Similarly, when a musical composition is written, copyright in the
composition vests either in the writer and is licensed to a music publishing
company or in the publishing company. Artists generally record songs that are
controlled by music publishers. The rights to reproduce such songs on tapes and
CDs are obtained by the Company from music publishers or collection societies on
their behalf. The manufacture and sale of tapes and CDs results in royalties
being payable by the record company to the publishing company at industry agreed
or statutory rates for the use of the composition and the publishing company in
turn pays a royalty to the writer and by the record company to the recording
artist for the use of the recording.
Record companies are largely dependent upon legislation to protect their
rights against unauthorized reproduction, importation or rental. In all
territories where we intend to operate, our products will receive some degree of
copyright protection. The period of protection varies widely from 75 years from
first publication in the United States, to 50 years in the United Kingdom, to 30
years from date of recording in Japan.
Piracy, or the unauthorized reproduction of recordings for commercial sales and
Internet file sharing exists throughout the world. Sales in certain markets are
very difficult, and some markets are virtually closed to legitimate record
companies because of the dominance of pirated product, which is substantially
cheaper than legitimate products due to lower quality standards and the absence
of recording and royalty costs. In recent years, however certain countries,
particularly in Southeast Asia, have enforced copyrights resulting in a
reduction in piracy. There can be no assurance that the proliferation of piracy
of entertainment content through the Internet or other means will be reduced in
the future. The proliferation of these practices, if continued, could have a
material adverse affect on the entertainment industry.
Home taping, or the unauthorized reproduction for personal use of recordings,
has been a global problem since the advent of cassette tapes and CDs, which
existing copyright laws have done little to contain. In some countries, the
industry has been successful in securing the introduction of a levy on hardware
used for such reproduction or on blank tapes. However, such levies, which are
generally shared among those involved in the production of recordings, including
the record companies and the artists, do not adequately compensate for the
losses suffered from home taping. CD recording technology may increase the
opportunity for consumers to make high-quality copies for home use.
There can be no assurance that the proliferation of piracy of entertainment
content through the Internet or other means will be reduced in the future that,
if continued, could have a material adverse affect on the entertainment
industry.
Rental of tapes and CDs is a problem in those countries whose copyright laws do
not provide adequate protection. Those countries include Japan, where a levy on
rental income is paid to domestic rights owners, but not in respect of foreign
repertoire, and Germany.
The recorded music industry has been affected by piracy, and in particular, the
home copying and file sharing of recorded music over the Internet. Recording
technologies have been developed that enable consumers to make high quality
duplicates of recorded music from original CDs and the Internet. In the absence
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of adequate copyright protection, CD recording technology may adversely affect
sales of CDs. We cannot predict the extent to which our CD sales would be
affected by such technology. However, we generally believe that as we focus on
the development of new artists and have a limited release schedule, we are not
materially dependent upon foreign sales in markets unregulated by copyright laws
and that piracy or illegal home taping will not have a material adverse impact
on our business or operations in the near or foreseeable future.
The Music Publishing Division
We intend to establish a music publishing division. Music publishing involves
the acquisition of rights to the exploitation of musical compositions as opposed
to musical recordings. Principal sources of revenue are royalties from the
reproduction of musical works on cassette tapes, CDs, DVDs, license fees from
the radio and television broadcast (i.e., public performances) of such musical
works, and film soundtracks of recordings embodying the compositions concerned.
We intend to create a music publishing operation to collect performance
royalties for our products through ASCAP and BMI. ASCAP and BMI are collecting
societies licensed to collect performance royalties due from radio, television,
jukeboxes, film and similar venues for public performance of musical
compositions.
We may receive publishing royalties on master recordings which we produce.
Moreover, we intend to negotiate with recording artists a percentage of the
copyright rate that is set by statute and modified from time to time by the
Copyright Royalty Tribunal.
Once we form a publishing operation, we plan to seek to acquire copyright
ownership of, or other rights in, the songs written by or for our artists. We
propose to develop a catalogue of songs, retaining present and future publishing
rights. Additionally, we intend to employ songwriters and producers to develop
music products with publishing rights retained by us. We plan to acquire
interests in original songs that will be developed at our facilities.
We do not deem the acquisition of these songs to be material in that presently
none have been recorded or used in any of our activities, including promotion,
and we have no present intention or plans to use them in any capacity. In the
future, it is conceivable that songs commissioned or acquired by us may be
included on albums or produced as singles, although no assurance can be given as
to this use. We have not determined an international publishing agent to
administer our songs outside of the United States.
The Studio Division
We intend to provide audio recording services to the music industry, including
national and international recording companies, independent record producers and
other entities which request the services of our to be constructed recording
facilities. The studio division will seek to combine technological expertise and
creative, experienced management in the state-of-the-art commercial recording
facilities.
The studio's equipment includes:
a Pro-tool LE digital recording module;
a top-of-the-line recording/mixing console;
a Phat Planet Sound Module
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Kadalak's operation of the music division affords us the added benefit of
vertical integration in the recorded music industry. also includes fully
equipped digital film and editing facilities for film, video and television
productions. We view the sound studios principally as a catalyst to attract
artists and to record their products in-house. We will sell studio time when the
studios are not in use for in-house production.
INDUSTRY BACKGROUND
The Recorded Music Industry
The recorded music industry has experienced substantial revenue growth
since its inception and is dominated by four major international entertainment
companies:
o Universal Music Group;
o Time Warner Inc.;
o Sony Corp. (Sony Music Entertainment)/Bertelsmann AG (BMG); and
o EMI Group PLC.
In the late 1940's, record retail sales amounted to only $48 million
annually. By 1970, sales had grown to nearly $1.7 billion annually. By way of
current comparison, the Recording Industry Association of America ("RIAA")
reported the sound recording domestic market in 2002 to be $12.6 billion. The
International Federation of Phonographic Industry ("IFPI"), an organization that
represents the recording industry worldwide, reported recorded music sales
worldwide of $32 billion in 2002. This revenue growth has resulted from a
combination of factors, the most important of which has been rapidly developing
technology. Since 1984, the value of sales industry wide has increased at a
faster rate than unit volume growth, due in part to the introduction and
acceptance of CDs, which are priced substantially higher than vinyl records and
tapes. CDs represented 91 percent of all units shipped in 2002. IFPI reports
that sales of recorded music in 2002 to be largest in the United Kingdom, the
United States, Japan, Australia, Germany, France, Canada and Spain. The
proportion of global music sales accounted for by the world's top ten markets
was 84 percent in 2002. Globally, music video sales increased in 2002, boosted
by the DVD video. The United States represents approximately 40 percent of the
total world music market. The RIAA reports that, in 2002, Rock remained the most
popular genre of music in the United States with 24.7 percent of the market
followed by Rap/Hip-Hop with 13.8 percent, R&B/Urban with 11.2 percent, Country
music with 10.7 percent, Pop with 9.0 percent, Jazz with 3.2 percent and
Classical with 3.1 percent of all music items purchased.
Both the RIAA and IFPI reported that the increased availability of free music
via mass digital copying and internet piracy have had a substantial negative
impact on the recorded music industry in 2002 and the industry is aggressively
pursuing strategies to resolve the erosion of unit shipments and sales in the
world market. In 2002, digital copying and Internet piracy have resulted in an
approximate 7 percent decline in worldwide revenues as well as an approximate 8
percent decline in units sold worldwide. This decline continued in 2003.
Music is also an essential part of the advertising and film industries.
Music contributes significantly to the success of advertising. Additionally,
music has become an integral part of film, as seen from the successes of many
musical soundtracks of popular movies. Film soundtracks have also produced a
number of hit singles worldwide. The growth of the DVD format has demonstrated
an increased demand for DVD products.
Foreign record sales account for over one-half of worldwide record sales.
English versions of popular hits have achieved acceptance and success throughout
the globe. Music publishing rights serve as an additional and significant source
of earnings for record companies. Publishing and sub-publishing revenues are
generated for each song contained in an album, cassette or CD.
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The Feature Film Industry
General
-------
The feature film industry encompasses the development, production and
distribution of feature-length motion pictures and their subsequent distribution
in the home video, television and other ancillary markets. The major studios
dominate the industry, some of which have divisions that are promoted as
"independent" distributors of motion pictures, including:
Universal Pictures, Warner Bros. (including New Line Cinema and Castle Rock
Entertainment);
Twentieth Century Fox, Sony Pictures Entertainment (including Columbia Pictures
and Columbia Tristar Motion Picture Group);
Paramount Pictures;
The Walt Disney Company (including Buena Vista Pictures, Touchstone
Pictures and Miramax Film Corp.); and
Metro-Goldwyn-Mayer Inc. (including MGM Pictures, United Artists Pictures Inc.,
Orion Pictures Corporation and Goldwyn Entertainment Company).
In recent years, however, true "independent" motion picture production and
distribution companies have played an important role in the production of motion
pictures for the worldwide feature film market.
Independent Feature Film Production and Financing
-------------------------------------------------
Generally, independent production companies do not have access to the
extensive capital required to make feature-length motion pictures, such as the
"blockbuster" films produced by the major studios. They also do not have the
capital necessary to maintain the substantial overhead that is typical of
operations of major studios. Independent producers target their product at
specialized markets and usually produce motion pictures with budgets of less
than $20 million. Generally, independent producers do not maintain significant
infrastructure. They instead hire only creative and other production personnel
and retain the other elements required for development, pre-production,
principal photography and post-production activities on a project-by-project
basis. Also, independent production companies typically finance their production
activities from bank loans, pre-sales, equity offerings, co-productions and
joint ventures rather than out of operating cash flow. They generally complete
financing of an independent motion picture prior to commencement of principal
photography to minimize the risk of loss.
Independent Feature Film Distribution
-------------------------------------
Film distribution encompasses the exploitation of motion pictures in theatres
and in markets, such as home DVD and video, pay-per-view, pay television, free
television and ancillary markets, such as hotels, airlines and streaming films
on the Internet. Independent producers do not typically have distribution
capabilities. Instead, these producers rely on advances from domestic and
international distributors who approve their projects before production
commences, as well as profit sharing or equity arrangements for individual
projects. Generally, the local distributor in any country or region will acquire
distribution rights for a motion picture from an independent producer using one
or more of these methods.
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The local distributor will agree to advance the producer a non-refundable
minimum guarantee. The local distributor will then generally receive a
distribution fee of between 20% and 35% of gross receipts, while the producer
will receive a portion of gross receipts in excess of the distribution fees,
distribution expenses and monies retained by exhibitors. The local distributor
and theatrical exhibitor generally will enter into an arrangement providing for
the exhibitor's payment to the distributor of a percentage of the box-office
receipts for the exhibition period, generally 40%to 50%, depending upon the
success of the motion picture.
COMPETITION
The recorded music, motion picture, and music publishing industries are highly
competitive. We will compete with other companies for artists, airtime and space
in retail outlets. We are not at present, and do not expect in the foreseeable
future, to be a significant participant in the marketplace.
We face competition from companies within the entertainment business and from
alternative forms of leisure entertainment, such as travel, sporting events,
outdoor recreation and other cultural activities. We compete with the major
media and entertainment companies and studios, numerous independent motion
picture, recorded music, music publishing and television production companies,
television networks and pay television systems for the acquisition of literary
and film properties, the services of performing artists, directors, producers
and other creative and technical personnel and production financing. In
addition, our music and motion picture productions compete for audience
acceptance and exhibition outlets with music and motion pictures produced and
distributed by other larger more established companies. As a result, the success
of any of our recorded music products or DVD/motion pictures is dependent on not
only the quality and acceptance of a particular production, but also on the
quality and acceptance of other competing productions released into the
marketplace at or near the same time.
The entertainment industry is highly competitive, rapidly evolving and subject
to constant change. Other entertainment companies currently offer one or more of
each of the types of products and services we plan to offer. Some of our
competitors in the entertainment market will include Time Warner, Sony/BMG, EMI,
Disney, Viacom and numerous independent companies. Some of our competitors in
the music business will include Motown, Time Warner Inc., Universal Music Group,
Interscope, Sony/BMG and EMI. We expect that our film business will compete with
well-established companies, including MGM, Dreamworks, Time Warner Inc. and
numerous smaller independent companies, which produce, develop or market films,
DVD's, television and cable programming.
EMPLOYEES
We use and plan to continue using independent consultants, producers,
professionals and contractors on an as needed basis. Upon obtaining additional
financing, we will hire additional employees in connection with the production
of our recorded music and film productions. We believe that our employee and
labor relations are good. Our full-time employee is not a member of any union.
On film projects, we may employ members of a number of unions, including the
International Alliance of Theatrical and Stage Employees, the Screen Actors
Guild and the Teamsters. A strike by one or more of the unions that provide
personnel essential to the production of films could delay or halt our ongoing
production activities. Such a halt or delay, depending on the length of time
involved, could cause delay in our release of new films and thereby could
adversely affect our cash flow and revenues.
15
RISK FACTORS
In addition to other information included in this report, the following
factors should be considered in evaluating our business and future prospects. We
need to obtain financing in order to continue our operations.
On a prospective basis, we will require both short-term financing for
operations and long-term capital to fund our expected growth. We have no
existing bank lines of credit and have not established any definitive sources
for additional financing. Based on our current operating plan, we will not have
enough cash to meet our anticipated cash requirements through January 31, 2007
if we do not raise at least $2,500,000 from the sale of our securities or other
financing means. While we are in discussions and have discussed agreements with
potential financing sources, we currently do not have definitive arrangements
with respect to, or sources of, additional financing. Additional financing may
not be available to us, or if available, then it may not be available upon terms
and conditions acceptable to us. If adequate funds are not available, then we
may be required to delay, reduce or eliminate product development or marketing
programs. The entertainment industry is rapidly evolving.
Because we are involved in three primary lines of business our capital needs
will vary and we are uncertain as to the exact amount of capital we will need to
enter into a competitive Our inability to take advantage of opportunities in the
industry because of capital constraints may have a material adverse effect on
our business and our prospects.
Independent distributors will be a significant element of our growth strategy.
We will rely on independent distributors to distribute a significant
portion of our entertainment products and services when developed. A significant
element of our growth strategy will be to increase the sale and distribution of
our products and services by expanding our presence in local markets and by
extending this network into new markets either by internal growth, joint
ventures, licensing, acquisition or other means. We may not be able to develop,
recruit, maintain, motivate, retain or control a network of independent
distributors. In addition, we have little control over the resources that
independent distributors will devote to marketing our products and the amount of
our competitors' products that our independent distributors choose to market.
Any decision by a distributor to not distribute or promote our products or
services or to promote our competitors' products and services could have a
material adverse effect on our business, results of operations or financial
condition.
We have a limited operating history in the entertainment industry.
We have a limited history in the entertainment industry. In August 23,
2003, we entered into a merger with SSSG Acquisition Corp providing the basis
for our formation. Our strategy is to become an independent multimedia
entertainment company. In addition to operating a music division, recording
studio division and film production company, we plan to establish television,
publishing and management operations. Prior to entering into the Share Exchange
Agreement, we did not operate in the multimedia and entertainment industry.
Accordingly, we have a limited history in the industry in which we operate. We
have retained the law firm of Thomas Ware, Esq. of Atlanta, GA to act as our
legal counsel and to provide strategic legal planning on the entertainment
industry. We are dependent on the advice of Thomas Ware, Esq. and there is no
assurance that Thomas Ware, Esq. will continue to represent our interests.
16
Our net loss for the period from inception (August 23, 2003) to
December 31, 2006 totaled $2,494,264. We expect that production and development,
marketing and operating expenses will increase significantly during the next
several years. In order to achieve profitability, we will need to generate
significant revenue. We cannot be certain that we will generate sufficient
revenue to achieve profitability. We anticipate that we will continue to
generate operating losses and negative cash flow from operations at least
through the end of Fiscal 2007. We cannot be certain that we will ever achieve,
or if achieved, maintain profitability. If our revenue grows at a slower rate
than we anticipate or if our project development, marketing and operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operation and financial condition will be materially
adversely effected.
We have limited operating experience in the Real Estate, and Investment
Management Industry.
Our experience in the real estate and investment management industry is limited
to the experience of our CEO Barry Thomas and our legal counsel. We have formed
an internal investment banking group consisting of Mr. Thomas and our legal
counsel and consultants on as needed basis. The investment banking group devises
various strategies and evaluates the proposals submitted to the company for
review. It is our intention once we are capitalized to hire a staff with the
necessary expertise in investment banking, real estate and investment
management. However, there can be no assurance we will be able to attract the
talent necessary to operate the businesses.
Shares of our common stock lack a significant trading market.
Shares of our common stock are not eligible for trading on any national or
regional exchange. Our common stock is eligible for trading in the
over-the-counter market on the Over-The-Counter Bulletin Board pursuant to Rule
15c2-11 of the Securities Exchange Act of 1934. This market tends to be highly
illiquid, in part because there is no national quotation system by which
potential investors can trace the market price of shares except through
information received or generated by certain selected broker-dealers that make a
market in that particular stock. There are currently no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in our common stock. There can be no assurance that an active
trading market in our common stock will develop, or if such a market develops,
that it will be sustained. In addition, there is a greater chance for market
volatility for securities that trade on the Over-The-Counter Bulletin Board as
opposed to securities that trade on a national exchange or quotation system.
This volatility may be caused by a variety of factors, including the lack of
readily available quotations, the absence of consistent administrative
supervision of "bid" and "ask" quotations and generally lower trading volume.
Our success will depend on external factors in the music and film industries.
Operating in the music and film industries involves a substantial degree of
risk. Each planned music project, film production is an individual artistic
work, and unpredictable audience reactions primarily determine commercial
success. The commercial success of a music project or a film production also
depends upon: the quality and acceptance of other competing records or films
released into the marketplace at or near the same time; critical reviews; the
availability of alternative forms of entertainment and leisure activities;
general economic conditions; and other tangible and intangible factors.
Each of these factors is subject to change and cannot be predicted with
certainty. There can be no assurance that our planned music projects and film
productions will obtain favorable ratings or reviews or that consumers will
purchase our entertainment products and services.
17
Our success will be largely dependent upon our key executive officers and other
key personnel.
Our success will be largely dependent upon the continued employment of our key
executive officers and, particularly, our continued employment of our law firm
of Thomas Ware, Esq., ("TW") The loss of Thomas Ware, Esq. services would have a
material adverse effect on us. We believe that our continued success will depend
to a significant extent upon the efforts and abilities of our executive officers
and our ability to retain them.
Although we believe that we would be able to locate a suitable replacement for
Thomas Ware, Esq. if their services were lost, we cannot assure you that we
would be able to do so. In addition, our future operating results will
substantially depend upon our ability to attract and retain highly qualified
management, financial, technical, creative and administrative personnel.
Competition for highly talented personnel is intense and can lead to increased
compensation expenses. We cannot assure you that we will be able to attract and
retain the personnel necessary for the development of our business.
Unauthorized use of our intellectual property and trade secrets may affect our
market share and profitability.
We protect intellectual property rights to our productions through available
copyright and trademark laws and licensing and distribution arrangements with
reputable international companies in specific territories and media for limited
durations. Despite these precautions, existing copyright and trademark laws
afford only limited practical protection in certain jurisdictions. We may
distribute our products in some jurisdictions in which there is no copyright and
trademark protection. As a result, it may be possible for unauthorized third
parties to copy and distribute our productions or certain portions or
applications of our intended productions. We will rely on our copyrights,
trademarks, trade secrets, know-how and continuing technological advancement to
establish a competitive position in the marketplace. We will attempt to protect
our intellectual property through copyright and agreements with future artists
and employees. Other companies may independently develop or otherwise acquire
similar creative materials or gain access to our intellectual property. Despite
our precautions, there can be no assurance that we will be able to adequately
protect our intellectual property from competitors in the future. In addition,
litigation may be necessary in the future to:
enforce intellectual property rights; to protect our trade secrets; to determine
the validity and scope of the rights of others; or to defend against claims of
infringement or invalidity.
Any such litigation could result in substantial costs and the diversion of
resources and could have a material adverse effect on our business, operating
results or financial condition.
Protecting and defending against intellectual property claims may have a
material adverse effect on our business.
From time to time, we may receive notice that others have infringed on our
proprietary rights or that we have infringed on the intellectual property rights
of others. There can be no assurance that infringement or invalidity claims will
not materially adversely affect our business, financial condition or results of
operations. Regardless of the validity or the success of the assertion of
claims, we could incur significant costs and diversion of resources in
protecting or defending against claims, which could have a material adverse
effect on our business, financial condition or results of operations.
18
Piracy, illegal duplication of CDs and DVDs and file sharing of music and film
products over the Internet may have a material adverse effect on our business.
Our ability to compete depends in part on the successful protection of our
intellectual property, including our music and film productions. Piracy, illegal
duplication and Internet peer-to-peer file sharing of music and film products
has had an adverse effect on the entertainment industry as a whole. If new
legislation aimed at protecting entertainment companies against piracy, illegal
duplication and Internet peer-to-peer file sharing is not enacted and enforced,
and we are unable to protect our music and film productions from piracy, illegal
duplication and Internet peer-to-peer file sharing, then such continued
activities may have a material adverse effect on our business.
Advances in technology may have a material adverse effect on our revenues.
Advances in technology may affect the manner in which entertainment content is
distributed to consumers. These changes, which might affect the entertainment
industry as a whole, include the proliferation of digital music players,
services that allow individuals to download and store single songs and
pay-per-view movie services. These technological advances have created new
outlets for consumers to purchase entertainment content. These new outlets may
affect the quantity of entertainment products that consumers purchase and may
reduce the amount that consumers are willing to pay for particular products. As
a result, this could have a negative impact on our ability to sell DVD's, CD's
and soundtracks. Any failure to adapt our business model to these changes could
have a material adverse effect on our revenues.
Our success will depend on our artists.
We plan to enter into film and recording contracts with several artists.
We cannot assure you that we will be able to retain the artists we plan to enter
contracts with or that we will be able to attract additional artists. We may not
be able to develop our artists successfully or in such a manner that produces
significant sales. Furthermore, each film and recording is an individual
artistic work, the public acceptance of which cannot be known in advance.
Accordingly, we cannot assure you that any film or record released by any
particular artist will experience financial success. In addition, if any
particular artist experiences success, we cannot predict the timing or longevity
of such success or the extent of the popularity of any particular artist.
We will depend on the continued popularity of urban music.
We plan to produce records in multiple genres of music including
neo-classical soul and hip-hop, gospel, and inspirational and motivational
content. Our proposed artists will be primarily in this segment of the market.
If tastes move away from this type of music and we do not develop any
alternatives, then we may not be able to sell enough entertainment products and
services to be profitable. Although we believe that this sector will continue to
grow, consumer taste is unpredictable and constantly changing, and we cannot
predict with any certainty that this segment will continue to remain popular.
Our growth as a multimedia entertainment company depends on the success and
increased use of entertainment products and services.
The entertainment products and service market is rapidly evolving. The
demand and market acceptance of our planned products and services is uncertain
and subject to a high degree of risk. In order for certain of our planned
entertainment products and services to be successfully accepted in the
marketplace, the production and content of our entertainment products and
services must be accepted as a viable alternative to traditional entertainment
products and services. Because these markets may be new and evolving, it is
19
difficult to predict the size of the market and its growth rate. If the market
for our entertainment products and services fails to develop or develops more
slowly than we anticipate, we will not be able to generate revenues from our
entertainment products and services at the rate we anticipate. In addition, if
demand for our entertainment products and services grows too quickly, our
infrastructure may not be able to support the demands placed on us by this
growth and our performance and reliability may decline.
We will be in competition with companies that are larger, more established and
better capitalized than we are.
The entertainment industry is highly competitive, rapidly evolving and
subject to constant change. Other entertainment companies currently offer one or
more of each of the products and services we plan to offer. Some of our
competitors in the entertainment market will include Time Warner Inc., Sony/BMG,
EMI, Disney and Viacom. Some of our competitors in the music business will
include Motown, Time Warner Inc., Universal Music Group, Interscope, Sony/BMG,
EMI and numerous smaller independent companies. We expect that our film business
will compete with well-established companies, including MGM, Dreamworks, Time
Warner Inc. and numerous smaller independent companies, which produce, develop
or market films, DVD's, television and cable programming.
Many of our competitors have: greater financial, technical, personnel,
promotional and marketing resources; longer operating histories; greater name
recognition; and larger consumer bases than us.
We believe that existing competitors are likely to continue to expand
their products and service offerings. Moreover, because there are few, if any,
substantial barriers to entry, we expect that new competitors are likely to
enter the entertainment market and attempt to market entertainment products and
services similar to our products and services, which would result in greater
competition. We cannot be certain that we will be able to compete successfully
in the entertainment, multimedia, music, film, management or television
programming markets.
Future sales of our securities will dilute the ownership interest of our
current stockholders.
We expect to sell our equity and or debt securities in order to raise the
funds necessary to fund our operations. Any such transactions will involve the
issuance of our previously authorized and un-issued securities and will result
in the dilution of the ownership interests of our present stockholders.
We might expand through acquisitions which may cause dilution of our
common stock and additional debt and expenses.
Any acquisitions of other companies which we complete may result in
potentially dilutive issuances of our equity securities and the incurrence of
additional debt, all of which could have a material adverse effect on our
business, results of operations and financial condition. We plan to seek
acquisitions and joint ventures that will complement our services, broaden our
consumer base and improve our operating efficiencies. Acquisitions involve
numerous additional risks, including difficulties in the assimilation of the
operations, services, products and personnel of acquired companies, which could
result in charges to earnings or otherwise adversely affect our operating
results. There can be no assurance that acquisition or joint venture
opportunities will be available, that we will have access to the capital
required to finance potential acquisitions, that we will continue to acquire
businesses or that any acquired businesses will be profitable.
20
Operating internationally may expose us to additional and unpredictable risks.
We intend to enter international markets, licensing arrangements and to
form joint ventures internationally to expand sales of our planned entertainment
products and to market our entertainment products and services. International
operations are subject to inherent risks, including:
potentially weaker intellectual property rights;
changes in laws and policies affecting trade;
difficulties in obtaining foreign licenses;
changes in regulatory requirements;
instability of foreign economies and governments;
instances of war or terrorists activities;
unexpected changes in regulations and tariffs;
fluctuations in the value of foreign currencies;
intricate investment and tax laws, including laws and policies relating to the
repatriation of funds and to withholding taxes;
and uncertain market acceptance and difficulties in marketing efforts due to
language and cultural differences.
Due to these risks, operating in international markets could have a material
adverse effect on our future business, results of operations or financial
condition.
Our shares of common stock are subject to penny stock regulation.
Holders of shares of our common stock may have difficulty selling those
shares because our common stock will probably be subject to the penny stock
rules. Shares of our common stock are subject to rules adopted by the Securities
and Exchange Commission that regulate broker-dealer practices in connection with
transactions in "penny stocks". Penny stocks are generally equity securities
with a price of less than $5.00 which are not registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in those securities is
provided by the exchange or system. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
Securities and Exchange Commission, which contains the following: description of
the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading;
a description of the broker's or dealer's duties to the customer and of the
rights and remedies available to the customer with respect to violation to such
duties or other requirements of securities laws; a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices for penny
stocks and the significance of the spread between the "bid" and "ask" price; a
toll-free telephone number for inquiries on disciplinary actions; definitions of
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and such other information and is in such form (including
language, type, size and format), as the Securities and Exchange Commission
shall require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer with the following:
the bid and offer quotations for the penny stock;
the compensation of the broker-dealer and its salesperson in the transaction;
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and
21
monthly account statements showing the market value of each penny stock held in
the customer's account.
In addition, the penny stock rules require that, prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules.
Budget overruns may adversely affect our business.
Actual music projects or film production costs may exceed their budget,
sometimes significantly. Risks such as labor disputes, death or disability of
star performers, rapid high technology changes relating to special effects or
other aspects of production, shortages of necessary equipment, damage to film
negatives, master tapes and recordings or adverse weather conditions may cause
cost overruns and delay or frustrate completion of a production. If a music
project or film production incurs substantial budget overruns, then we may have
to seek additional financing from outside sources to complete production. We
cannot assure you that such financing will be available to us, or if available,
whether such funds will be available to us on acceptable terms. In addition, if
a music project or film production incurs substantial budget overruns, there can
be no assurance that such costs will be recouped, which could have a significant
impact on our business, results of operations or financial condition.
Our operating results may fluctuate significantly.
We expect that our future operating results may fluctuate significantly
as a result of the following:
the timing of domestic and international releases of future music projects, or
films we produce;
the success of our future music projects or films;
the timing of the release of related products into their respective markets;
the costs to distribute and promote the future music projects and films;
the success of our distributors in marketing our future music projects and
films;
the timing of receipt of proceeds generated by the music projects, and films
from distributors;
the introduction of new music projects, and films by our future competitors;
the timing and magnitude of operating expenses and capital expenditures;
the level of un-reimbursed production costs in excess of budgeted maximum
amounts;
the timing of the recognition of advertising costs for accounting purposes under
generally accepted accounting principles; and general economic conditions,
including continued slowdown in advertiser spending.
As a result, we believe that our results of operations may fluctuate
significantly, and it is possible that our operating results could be below the
expectations of investors.
22
We do not intend to pay cash dividends on our shares of common stock.
The future payment of dividends will be at the discretion of our Board of
Directors and will depend on our future earnings, financial requirements and
other similarly unpredictable factors. For the foreseeable future, it is
anticipated that any earnings which may be generated from our operations will be
retained by us to finance and develop our business and that dividends will not
be paid to stockholders.
ITEM 2 DESCRIPTION OF PROPERTY
Our current address is 233 Peachtree St., Suite 1225, Atlanta, GA 30303. We
located our business operations to this address in August 2006. We are seeking
to relocate to larger spaces once we have the resources to facilitate the move.
We anticipate locating our investment banking and investment management
operations to New York, NY during fiscal year 2007.
ITEM 3 LEGAL PROCEEDINGS
The Company is not currently involved in any litigation that it is aware of.
However, the company as a diversified financial services company is involved in
the real estate, entertainment and investment management industries and the
Company could become party to litigation in its ordinary course of business. We
do not believe that the ultimate disposition of any of these matters will have a
material adverse effect on our consolidated financial position, results of
operations or liquidity.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the fiscal year ending on December 31, 2006 the Company did not submit
any proposals to the shareholders for vote.
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Period High bid Low Bid
--------------------------------------------------------------------------------
January 1, 2006 thru Dec. 31, 2006 $0.088 $0.002
--------------------------------------------------------------------------------
23
Our common stock is currently quoted on the Over-The-Counter Bulletin Board
under the symbol "GOIH.OB".
Market Information
------------------
On August 23, 2003 our predecessor, Group Management Corp, Inc., filed Form
8k-12G(3) with the Securities and Exchange Commission registering our common
stock under the Exchange Act. Our shares of common stock were first quoted on
the Over-The-Counter Bulletin Board as SSSU in September of 2003. The following
table presents the high and low bid prices per share of our common stock as
quoted for the years ended December 31, 2005 which information was provided by
NASDAQ Trading and Market Services.
Period
High Bid Low bid
--------------------------------------------------------------------------------
January 1, 2006 thru Dec. 31, 2006 $0.088 $0.002
--------------------------------------------------------------------------------
The above quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not reflect actual transactions.
Holders
-------
As of December 31, 2006 we had 702 stockholders of record of our common
stock. Such number of record holders was derived from the records maintained by
our transfer agent.
Dividends
---------
To date, we have not declared or paid any cash dividends and do not
intend to do so for the foreseeable future. We intend to retain all earnings, if
any, to finance the continued development of our business. Any future payment of
dividends will be determined solely in the discretion of our Board of Directors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes appearing elsewhere in this report. This discussion
and analysis contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including but not limited to the risks discussed in this report.
Overview
--------
We are a full service investment management corporation with interest
in real estate, entertainment and financial services. Our primary business focus
is on the acquisition and deployment of financial assets in the primary business
lines of the company. Our primary business focus is the deployment of financial
resources in the pursuit of creating a profit for our shareholder and building
shareholder value. To date our operations have focused on restructuring the
24
operations of Silver Screen Studios, Inc. We believe we have restructured the
operations and have created a new company, Global 1 that will form the
foundation to build a world class financial services platform.
Our plans are to build an investment banking operations that has the resources
to fund start-up business through venture capital and to take these start-up
businesses public via our network market operations that will use the
distribution capacity of other broker dealers to distribute the shares in the
start-up companies. Our plans are to have business incubators in major cities
throughout the world and have a network of contacts that sources the most
promising business ideas for development.
Our internal investment team has designed several innovative financial
instruments that will enable us to finance our business during fiscal 2007. The
success of these instruments is not assured and there is a risk that the
instrument will not be successful, however, our development of the instruments
has, we believe, given us a strategic advantage over our competitors in the
lines of business we operate in.
Given the rapid changes the entertainment industry is experiencing due to the
digitalization of the various forms of distribution as well as production, we
intend to invest in the latest production hardware from Apple Computers and
obtain the latest digital production cameras from Panasonic. We feel with the
addition of the new equipment we will be in position to produce a quality
production at an affordable price. Moreover, it is out intent to utilize the
Apple TV as a mean of distribution of our multimedia products.
Our plans for fiscal 2007 are to capitalize our Entertainment division using a
specially created entertainment production fund using the federal tax credit
investment program. Our plans are to create, finance, and distribute videos and
motion picture with budgets up to $20 million (USD). We estimate that the
production fund can raise up to $1,000,000,000 using a specially created
instrument and sourcing the capital in various countries of the world and in
various currencies.
We presently do not have sufficient cash to implement our business plan.
We have experienced this lack of liquidity throughout Fiscal 2006, causing us to
be able to produce, but not distribute or place into service our feature films.
We believe that we need to raise or otherwise obtain at least $2,500,000 in
additional financing in order to implement our business plan. If we are
successful in obtaining such financing, we may require an additional nine to
twelve months in order to complete production of additional feature films for
release and distribution. Accordingly, in order to generate revenues in Fiscal
2006, we may need to rely on other sources of revenue such as acquiring the
rights to distribute and exploit feature films and other entertainment content
produced by third parties. If we are not successful in obtaining additional
financing, we will not be able to implement our business plan.
History of the Company
----------------------
We are a Georgia corporation whose common stock is eligible for
quotation on the Over-The-Counter Bulletin Board Trading System under the symbol
"GOIH". From the date of our formation in May, 2003 through October 2006, we
were been engaged in the business of the entertainment industry. In October 2006
we changed our primary business focus to the investment of financial assets
globally in our three business lines of real estate, entertainment and financial
services.
25
Pursuant to Rule 12g-3(a) under the Exchange Act, SSSG Acquisition Corp.
was the successor issuer to Group Management Corp.. for reporting purposes under
the Exchange Act, and the trading symbol as and the Section 12(g) registration
and our common stock is deemed to be registered pursuant to Section 12(g) of the
Exchange Act.
On September 2003, our trading symbol on the Over-The-Counter Bulletin
Board was changed from "GPMT" to "SSSU". On November 5, 2006 our symbol was
changed from SSSU to GOIH to reflect the new name of Global 1 Investment Holding
Corporation.
Please also refer to the information in notes 1 and 2 to the consolidated
financial statements. The following discussion and analysis should be read in
conjunction with the consolidated financial statements and the related notes
thereto included in this Form 10-KSB.
Critical Accounting Policies
----------------------------
In presenting our financial statements in conformity with accounting
principles generally accepted in the United States, we are required to make
estimates and assumptions that affect the amounts reported thereon. Several of
the estimates and assumptions we are required to make relate to matters that are
inherently uncertain as they pertain to future events. However, events that are
outside of our control cannot be predicted and, as such, they cannot be
contemplated in evaluating such estimates and assumptions. If there is a
significant unfavorable change to current conditions, it will likely result in a
material adverse impact to our consolidated results of operations, financial
position and in liquidity. We believe that the estimates and assumptions we used
when preparing our financial statements were the most appropriate at that time.
Presented below are those accounting policies that we believe require subjective
and complex judgments that could potentially affect reported results.
Revenue Recognition
-------------------
We are a development stage company and as such we have not generated any revenue
from our operations for any revenue recognition. However, once revenue is
generated from our operations we intend to adopt the proper revenue recognition
standards.
Capitalized Film Costs
----------------------
We are a development stage company and as such we have not generated any
revenue from our operations for any revenue recognition. However, once revenue
is generated from our operations we intend to adopt the proper revenue
recognition standards and the proper treatment of film assets.
Results of Operations
Our operations during fiscal 2006 we concentrated on restructuring the business
26
model of Silver Screen Studios, Inc. Our operations did not generate any revenue
in fiscal 2005 and minimum revenues in 2006. However, we have in development
several Regulation E investment funds that we will operate and cause to trade
publicly in the market. It is our intent to create a portfolio of Regulation E
funds under our management company that will invest in various opportunities
globally.
The Company through it publishing division, Millennium Publishing has two novels
completed and ready for publication. The first novel, Heirs to Murder will be
produced as an E-Book. The Company has created what we believe is a novel
concept in the publication of a novel. The Company will utilize the E-book
format to include in the internals of the book various multi-media content,
including but not limited to, audio and video materials. We have also completed
the novel Single Black Female: The Single Life for distribution during 2007.
However, there can be no assurance that we will generate net revenues from any
of these arrangements.
Operating Loss
The net loss form operations for the fiscal year 2006 resulted primarily from
the payment of legal and consulting fees related to our complete restructuring
of operations. Going forward in fiscal year 2007 legal and consulting fees
should remain constant as we initiate operations of our various subsidiary
businesses. We did no comparisons with previous years operating losses as we
have yet to generate any revenue.
Liquidity Resources
During Fiscal 2007, we anticipate continuing to pursue all possible funding
scenarios that will finance our business operations. We intend to seek financing
to fund our operations for the next twelve months through sales of our
securities and/or a combination of alternative financing structures including,
but not limited to, joint or co-ventures, licensing of projects, production
subsidies, debt financing, tax structured financing, a merger with or
acquisition of a foreign listed entity and partnerships for individual or
multiple projects. We are presently seeking sources of financing. However, we
are not certain that these financing transactions will close or whether we will
be able to obtain additional financing. We believe that it will be necessary for
us to raise at least $2,500,000 in order to meet our anticipated cash
requirements through December 31, 2007. There can be no assurances that we will
be successful in our efforts to raise this amount of additional financing. In
the event that we are unable to raise these funds, we will then be required to
delay our plans to grow our business and we will rely on our net revenues to
fund our operations.
Default of Agreements
We are not currently in default of any agreements or loan covenants.
In addition, we have accounts payable of $0.0 and accrued expenses in the
aggregate amount of $0.0.
We also have other no obligations which mature or may mature in the next twelve
months.
The nature of our business is such that significant cash outlays are required to
produce and acquire films, television programs, music soundtracks and albums.
However, Net Revenues from these projects are earned over an extended period of
27
time after their completion or acquisition. Accordingly, we will require a
significant amount of cash to fund our present operations and to continue to
grow our business. As our operations grow, our financing requirements are
expected to grow proportionately and we project the continued use of cash in
operating activities for the foreseeable future. Therefore we are dependent on
continued access to external sources of financing. Our current financing
strategy is to sell our equity securities to raise a substantial amount of our
working capital. We also plan to leverage investments in film and music
productions through operating credit facilities, co-ventures and single-purpose
production financing.
We plan to obtain financing commitments, including, in some cases, foreign
distribution commitments, to cover, on average, at least 50% of the budgeted
third-party costs of a project before commencing production. We plan to
outsource required services and functions whenever possible. We plan to use
independent contractors and producers, consultants and professionals to provide
those services necessary to operate the corporate and business operations in an
effort to avoid build up of overhead infrastructures, to maintain a flexible
organization and financial structure for productions and ventures and to be
responsive to business opportunities worldwide. Accordingly, once we raise at
least $2,500,000 in additional financing, we believe that the net proceeds from
that financing together with cash flow from operations, including our share of
future film production, will be available to meet known operational cash
requirements. In addition, we believe that our improved liquidity position will
enable us to qualify for new lines of credit on an as-needed basis.
These matters raise substantial doubt about our ability to continue as a
going concern. We will need to raise significant additional funding in order to
satisfy our existing obligations and to fully implement our business plan. There
can be no assurances that such funding will be available on terms acceptable to
us or at all. If we are unable to generate sufficient funds, particularly at
least $2,500,000, then we may be forced to cease or substantially curtail
operations.
We have not paid pay cash dividends on our common stock. However, we have
several shareholder enhancement programs in development that depending on market
conditions cause the company to declare and pay a cash dividend. We believe it
to be in the best interest of our stockholders to invest all available cash in
the expansion of our business.
ITEM 7. FINANCIAL STATEMENTS
Our consolidated financial statements for Fiscal Years 2006 and
footnotes related thereto are included within Item 13(a) of this report and may
be found at pages F-1 through F-6.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 3, 2004 we engaged the auditing firm of Kahn Boyd Levychin of 67
Wall St, NY, NY to complete a re-audit of our 2003 financial statements. Prior
to the engagement the company had never done any business with the firm or any
of its principals. Now known as KBL, LLP, the firm is engaged as the principal
auditing firm of the company and has completed the audit of our financial
statements for the fiscal year 2005. In March 20007 we engaged the auditing firm
of Norman Ross, PC, Certified Public Accountants. The firm is the principal
auditing firm of the company and was engaged to conduct the 2006 audit. The firm
of Kahn Boyd Levychin was not engaged for 2006.
28
ITEM 8A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2006, we carried out an evaluation of the
effectiveness of the design and operation of our "disclosure controls and
procedures" (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under
the supervision of our legal counsel, and with the participation of our
management, including Barry Thomas, our acting Chief Executive Officer. Based
upon that evaluation, Mr. Thomas, after consulting with our legal counsel,
concluded that our disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act are recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.
Changes in Internal Controls
There were no significant changes in our internal controls or, to our
knowledge, in other factors that could significantly affect our disclosure
controls and procedures subsequent to the date we carried out this evaluation.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH 16 (a) OF THE EXCHANGE ACT
The following table sets forth the names, ages and positions of our
directors and executive officers and executive officers of our major operating
subsidiaries as of December 31, 2006.
29
--------------------------------------------------------------------------------
Name Age Position with Company
--------------------------------------------------------------------------------
Barry Thomas` 49 Acting Chief Executive Officer
--------------------------------------------------------------------------------
30
All directors serve until their successors are duly elected and qualified.
Vacancies in the Board of Directors are filled by majority vote of the remaining
directors. The executive officers are elected by, and serve at the discretion of
the Board of Directors.
A brief description of the business experience during the past five years of our
director, our executive officers and our key employees is as follows:
Barry Thomas is the Chief Executive Officer and sole board member since August
2006. Mr. Thomas has experience in the real estate and insurance industry
through his personal company. Mr. Thomas is knowledgeable and has experience in
financial services and investment management.
There are no family relationships among any of our directors or executive
officers.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who are the beneficial owners of more than ten
percent of our common stock (collectively, the "Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish us with copies of these reports.
Code of Ethics
We have not adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer,
controller or persons performing similar functions. However, upon raising
additional capital financing necessary to hire additional executive officers we
intend to adopt a code of ethics applicable to our executive officers.
ITEM 10. EXECUTIVE COMPENSATION
Mr. Thomas is our acting Chief Executive Officer and has not been compensated by
the company during fiscal year 2006. Mr. Thomas does not have an employment
contract with the company.
We did not grant any stock options during Fiscal 2005. No options were exercised
by any of our executive officers in Fiscal 2005.
Long Term Incentive Plans
We currently do not have any long-term incentive plans.
31
Compensation of Directors
Our director is not compensated for any services provided as a director.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2006, certain
information with respect to beneficial ownership of our common stock as of
December 31, 2006 by:
each person known to us to be the beneficial owner of more than 5% of our common
stock; of each of our directors; of each of our executive officers; and all of
our executive officers and directors as a group.
Unless otherwise specified, we believe that all persons listed in the table
possess sole voting and investment power with respect to all shares of our
common stock beneficially owned by them. As of December 31, 2006: 398,233,385
shares of our common stock were issued and outstanding.
--------------------------------------------------------------------------------
Name Amount and Nature of Percentage of Class
Beneficial ownership
--------------------------------------------------------------------------------
Barry Thomas-Director, CEO None None
--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
There were no related party transactions occurring during fiscal year 2005.
There were no related party transactions occurring during fiscal year 2006.
The related party transaction rule governs the following type of persons:
1. Any director or executive officer of the small business issuer;
2. Any nominee for election as a director;
3. Any security holder named in response to Item 403; and
4. Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in paragraphs (a)(1) , (2)
or (3) of this Item.
32
The company did not conduct any business with its sole officer and director
Lamar Sinkfield nor any of his relatives. Nor did the company conduct any
business with any nominee for election as a director nor the family of any
nominee for election as director.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this report.
The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference.
Form Date Filed
---- ----------
Form 8-K .................................9/21/06
Form 8-K .................................10/21/06
Form 8-K .................................11/05/06
Form 8-k .................................11/28/06
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
----------
During Fiscal 2006, the aggregate fees billed for professional services rendered
by our principal auditor for the audit of our annual financial statements was
$5,000.00.
Audit-Related Fees
------------------
During Fiscal 2006, our principal accountant did not render assurance and
related services reasonably related to the performance of the audit or review of
financial statements.
Tax Fees
--------
During Fiscal 2006, our principal accountant did not render services to us for
tax compliance, tax advice and tax planning.
All Other Fees
--------------
During Fiscal 2006, there were no fees billed for products and services provided
by the principal accountant other than those set forth above.
Audit Committee Approval
------------------------
We do not presently have an audit committee. All of the services listed
above were approved by Barry Thomas, our Chief Executive Officer and sole
director.
33
SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized. Global 1 Investment Holdings Corporation.
By: /s/ Barry Thomas, CEO
Dated: April 20, 2007
Atlanta, GA.
34
Global 1 Investment Holdings Corporation.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
January 1, 2006 to December 31, 2006 Global 1 Investment Holdings Corporation.
DESCRIPTION PAGE
----------- ----
INDEPENDENT AUDITORS' REPORT ...........................................F-1
BALANCE SHEETS .........................................................F-2
STATEMENTS OF OPERATIONS ...............................................F-3
STATEMENT OF CHANGES IN STOCKHOLDERS'DEFICIT ...........................F-4-5
STATEMENTS OF CASH FLOWS ...............................................F-6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .............................F-7-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .............................F-9-10
Global 1 Investment Holdings Corporation
(A Development Stage Company)
For the Year Ended December 31, 2006 and
For the Period from Inception (August 23, 2003)
Through December 31, 2006
Table of Contents
Independent Registered Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Income F-3
Statement of Changes in Stockholders' Equity (Deficit) F-4
Statement of Changes in Stockholders' Equity (Deficit) F-5
Statement of Cash Flows F-6
Summary of Significant Accounting Policies F-7-8
Notes to the Financial Statements F-9-10
Independent Registered Auditors' Report
To the Board of Directors
Global 1 Investment Holdings Corporation
Atlanta, Georgia
We have audited the accompanying balance sheet of Global 1 Investment
Holdings Corporation (a development stage company) as of December 31,
2006 and related statements of operations, changes in stockholders'
deficit, and, cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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 presents
fairly, in all material respects, the financial position of Global 1
Investment Holdings Corporation as of December 31, 2006 and the results
of its operations and its cash flows for the year ended are in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to
the financial statements, the Company has suffered recurring losses
from operations, and is dependent upon the sale of equity securities or
other forms of financing to provide sufficient working capital to
maintain continuity. These circumstances create substantial doubt about
the company's ability to continue as a going concern. The financial
statements do not include any adjustments that might results from the
outcome of this uncertainty.
/s/ Norman H. Ross
NORMAN H. ROSS, PC
April 16, 2007
Norman H. Ross, PC
2255 Cumberland Pkwy
Building 800, Suite D
Atlanta, Georgia 30339
Telephone (770) 333-6445
Fax (770) 333-6415
F-1
Balance Sheet
ASSETS
CURRENT ASSETS
Cash $ 3,693
------------
3,693
FIXED ASSETS
Furniture and Equipment not yet placed in service 20,322
------------
20,322
------------
TOTAL ASSETS $ 24,015
============
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' DEFICIT
Preferred stock,( 100,0000,000 shares $.001
par value authorized, none issued and outstanding)
Common stock (1,000,000,000 shares $.001
par value authorized, 398,233,385 shares
issued and outstanding) $ 398,233
Additional paid-in capital 39,941,201
Accumulated deficit (40,315,419)
------------
TOTAL STOCKHOLDER'S EQUITY $ 24,015
============
F-2
Statement of Income
December 31, Inception through
2006 December 31, 2006
---- -----------------
REVENUE
Sales Income $ - $ -
------------- -------------
Total Revenue - -
GENERAL and ADMINISTRATIVE
Bank charges 75 442
Business development 6,815 6,815
Professional fees 724,000 2,487,007
------------- -------------
Total General and Administrative Expenses 730,890 2,494,264
NET LOSS $ (730,890) $ (2,494,264)
============= =============
Loss per weighted average shares of common
stock outstanding $ (0.0027) $ (0.0118)
Weighted average number of shares of common
stock outstanding 272,733,385 211,039,766
F-3
Statement of Changes in Stockholders Equity
Statement of Changes in Stockholders Equity Total
Common Stock Additional Accumulated Shareholders'
Shares Paid in Capital Profit (Loss) Deficit
------ --------------- ------------- -------
Balance, August 23, 2003 $ 151,765 $ 37,669,390 $(37,821,155) $ -
Recapitalization of common shares
of Group Management as acquire in merger with (75,883) 75,883 - -
Silver Screen Studios as acquirer
Common stock shares issued to
related parties for professional fees 41,001 369,006 - 410,007
Related party assets contributed coincident
to merger transaction:
Furniture and equipment - 20,322 - 20,322
Cash - 3,000 - 3,000
Net loss for period - - (410,031) (410,031)
------------ ------------ ------------ ------------
Balance, December 31, 2003 116,883 38,137,601 (38,231,186) 23,298
Common stock shares issued to
related parties for professional fees 51,600 1,223,900 - 1,275,500
Shareholder cash contributions - 3,850 - 3,850
Net loss for year ended December 31, 2004 - - (1,275,656) (1,275,656)
------------ ------------ ------------ ------------
Balance, December 31, 2004 168,483 39,365,351 (39,506,842) 26,992
Common stock shares issued to
related parties for professional fees 7,750 69,750 - 77,500
Net loss for year ended December 31, 2005 - - (77,687.00) (77,687)
------------ ------------ ------------ ------------
Balance, December 31, 2005 176,233 39,435,101 (39,584,529) 26,805
Common stock shares issued to
related parties for professional fees 222,000 502,000 - 724,000
Shareholders cash contributions - 4,100 - 4,100
Net loss for year ended December 31, 2006 - - (730,890) (730,890)
------------ ------------ ------------ ------------
Balance, December 31, 2006 $ 398,233 $ 39,941,201 $(40,315,419) $ 24,015
============ ============ ============ ============
F-4
Common stock shares issued and outstanding
Recapitalization of Group Management
common stock shares on August 23, 2003
coincident to merger with Silver Screen Studios, Inc. 75,882,685
Common stock shares issued to related parties for professional fees 41,000,700
-----------
Balance, December 31, 2003 116,883,385
Common stock shares issued to related parties for professional fees 51,600,000
-----------
Balance, December 31, 2004 168,483,385
Common stock shares issued to related parties for professional fees 7,750,000
-----------
Balance, December 31, 2005 176,233,385
Common stock shares issued to related parties for professional fees 222,000,000
-----------
Balance, December 31, 2006 398,233,385
===========
F-5
Summary of Cash Flows
December 31, Inception through
2006 December 31, 2006
---- -----------------
Cash flows from operating activities:
Net Loss $ (730,890) $(2,494,264)
Adjustments to reconcile net loss to
net cash used by operating activities
Cost of common stock issued to related parties for
professional fees 724,000 2,487,007
----------- -----------
Net cash used by
operating activities (6,890) (7,257)
----------- -----------
Cash flows from financing activities:
Cash contributed to the Company 4,100 10,900
----------- -----------
Net cash used by
financing activities 4,100 10,900
----------- -----------
Net change in cash and cash equivalents (2,790) 3,693
Cash and cash equivalents at beginning of year 6,483 -
----------- -----------
Cash and cash equivalents year-to-date $ 3,693 $ 3,693
=========== ===========
F-6
Global 1 Investment Holdings Corporation.
(A Development Stage Company)
Summary of Significant Accounting Policies
Organization and merger transaction
-----------------------------------
The corporation changed its name from Silver Screen Studios, Inc. to Global 1
Investment Holdings Corporation effective on November 3, 2006. The shareholder's
approval was obtained and there was no reverse split.
Silver Screen Studios, Inc. ("the Company") was organized to engage in the
business of the development, production, financing and distribution of
entertainment related products. The Company was incorporated in the State of
Georgia in May of 2003. The company is the result of a reverse holding company
merger formed by Group Management and SSSG Acquisition Corporation on August 23,
2003.
On August 23, 2003, pursuant to an agreement and plan of merger, the Company
converted on a one for one basis 75,882,665 of its $.001 par value common stock
in exchange for all of the issued and outstanding $.002 par value common stock
of Group Management Corporation in the same share amount. The plan called for
Group Management Corporation to merge into SSSG Acquisition Corp., a merger
related subsidiary of the Company, with the Company remaining as the successor
reporting entity pursuant to Section 12(g)(3) (see Note 4).
Since neither entity had any assets nor liabilities of substance prior to the
merger, for accounting purposes the acquisition has been treated as a
recapitalization of the shares of the Company with the Company as the acquirer
(reverse acquisition). The historical statements prior to August 23, 2003 are
those of the Company.
The company trades on the Over the Counter Bulletin Board under the symbol GOIH.
Development stage enterprise
----------------------------
The newly constituted Company has only been in existence as an operating entity
since August 23, 2003, and is the process of identifying and exploiting
commercially viable products that it can develop, produce and distribute. As
such, its planned principal operations had not as yet commenced as of December
31, 2006, nor had it had significant revenue from its inception to that date.
Consequently, the Company remains in the development stage, and its financial
statements have been presented consistent with that status.
See the independent registered auditors' report, and
accompanying notes to the financial statements.
F-7
Accounting basis and revenue recognition
----------------------------------------
The Company uses the accrual basis of accounting for financial statement and
income tax reporting. Expenses are realized when the obligation is incurred.
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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results may differ from these estimates.
Fixed assets
------------
Fixed assets are stated at cost. Depreciation will be computed using accelerated
methods, once the assets are placed in service, over the following estimated
useful lives:
Estimated
Depreciation useful life
------------------------------------------------ --------------
Furniture and fixtures 7 years
Equipment 5 years
Income taxes
------------
The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred income tax assets and liabilities are determined based upon the
differences between financial statement carrying amounts and the tax bases of
existing assets and liabilities. Deferred income taxes also are recognized for
operating losses that are available to offset future taxable income.
Valuation allowances are established when necessary to reduce deferred income
tax assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred income tax assets and liabilities.
See the independent registered auditors' report, and
accompanying notes to the financial statements.
F-8
Notes to the Financial Statements
1. INCOME TAXES
------------
The Company incurred no Georgia state income tax expense for the year ended
December 31, 2006.
The Company has net operating loss carryovers of $2,494,264 offset future
income tax. The net operating losses expire as follows:
December 31, 2018 $ 410,031
2019 1,275,656
2020 77,687
2021 730,890
2. OPERATING FACILITIES
--------------------
The Company maintains its offices 233 Peachtree Street, Suite 1225, Atlanta,
Ga.30303, in the premises of its law firm. Both parties have not as yet
agreed upon the terms for use of the space. The parties have agreed there
shall be no cost for the use of the space. Consequently, the Company has
occupied its limited office space on a "rent free" basis for the period from
inception (August 23, 2003) to December 31, 2006 and continues to do so.
3. LITIGATION
----------
The Company is currently not a party to any litigation that it is aware of.
Group Management Corporation, a predecessor entity to the merger transaction,
was relieved of certain debt obligations. These debt obligations were a
result of a legal dispute between Group Management Corporation's debt holders
and related to the rights to conversion of the debt to the common stock of
Group Management Corporation, prior to the merger transaction.
Group Management Corporation's debt obligation of $1.1 million reflected on
its books prior to the merger transaction and the related rights were
included as part of the estate. The estate of SSSG Acquisition Corporation
was closed pursuant to a judicial order, without distributions to the
holders, granted in United States Bankruptcy Court in the Northern District
of Georgia on November 4, 2004.
4. EQUITY TRANSACTIONS
-------------------
During the year ended December 31, 2006 the Company paid its legal services
providers and consultants a total of 222,000,000 shares of common stock,
which were valued at $724,000 (based on the publicly traded share price of
the Company's stock on the date the shares were issued) in exchange for legal
and consulting services.
During the period from inception (August 23, 2003) to December 31, 2005 the
company's legal service providers received a total of 67,570,000 shares of
common stock with an aggregate value of $1,235,000 based on publicly traded
share were issued, in the exchange for legal services. 7,750,000 valued at
$77,500 were issued during the year ended December 31, 2005 and 36,600,000
valued at $925,500 were issued during the year ended December 31, 2004 and
23,220,000 shares valued at $232,200 were issued during the period from
inception (August 23, 2003) to December 31, 2003.
F-9
Coincident to and in the immediate period since the merger transaction on
August 23, 2003, a shareholder contributed furniture and equipment
principally consisting of computer, sound and imaging equipment and software,
valued at his acquisition cost of $20,322 for no consideration. He also
contributed a total of $10,950 in cash to the Company of which $4,100 was
contributed during the year ended December 31, 2006 and $6,850 during the
period from inception (August 23, 2003) to December 31, 2005. Both the
contributed cash and the furniture and equipment have been reflected by the
Company via corresponding credits to additional paid-in capital aggregating
$10,950 and $23,322.
In addition, during the period (August 23, 2003) to December 31, 2004 the
Company has incurred marketing oriented consulting fees to various current
shareholders in the merged entity in exchange for a total of 32,780,700
shares of common stock with an aggregate value of $527,807 based on the
publicly traded share price on the date the shares were issued. 15,000,000
shares valued at $350,000 were issued during the year ended December 31, 2004
and 17,780,700 shares valued at $177,807 were issued during the period from
inception (August 23, 2003) to December 31, 2003.
5. GOING CONCERN
-------------
These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable period of time.
The Company incurred a net loss of $730,890 for the year ended December 31,
2006 and had incurred cumulative losses since inception of $2,494,264. The
Company's existence in the current and prior period has been dependent on
advances and contributions from related parties and other individuals, and
the issuance of equity securities in exchange for professional fees. The
ability of the Company to continue as a going concern is dependent on
generating revenue from its planned businesses and obtaining additional
capital and financing.
The Company's management is hopeful that its ongoing efforts to generate
revenue and raise additional capital through the sale of equity securities
and debt instruments will provide additional cash flows. However, there is no
assurance that the Company will be able to obtain additional funding.
The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Washington, D.C. 20549
--------------------
FORM 10-KSB
Annual report
THE SECURITIES ACT OF 1934
--------------------
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from __________ to _________
Global 1 Investment Holdings Corporation.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 20-8887008
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Commission
Incorporation or Organization) Identification No.)
233 Peachtree St.
Suite 1225
Atlanta, GA 30303
(Address of Principal Executive Offices, Including Zip Code)
--------------------
Barry Thomas
233 Peachtree St.
Suite 1225
Atlanta, GA 30303
404-222-7344
(Name, Address, and Telephone Number of Agent for Service)
Securities registered under Section 12(b) of the Exchange
Act: NONE
Securities registered under Section 12(g) of the Exchange
Act: COMMON
Check whether the issuer: (1) filed all reports required to be filed by
Sections 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.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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. [X]
State issuer's revenues for its most recent fiscal year: $0.00 for the year
ended December 31, 2006.
As of December 31, 2006, the aggregate market value of the common stock of
the issuer held by non-affiliates, based on the average bid and asked price of
the common stock as quoted on the OTC Bulletin Board, was $5,973,500. As of
December 31, 2006, 398,233,385 shares of common stock of the issuer were
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2
PART I
ITEM 1
Page
Description of Business .....................................................4
Description of Property ....................................................23
Legal Proceedings ..........................................................23
Submission of Matters to a Vote of Security Holders .......................23
Market for Common Equity and Related Stockholders Matters ..................23
Management's Discussion and Analysis or Plan of Operation ..................24
Financial Statements .......................................................28
Changes In and Disagreements with Accountants ..............................28
Controls and Procedures ....................................................27
Directors, Executive Officers, Compliance with Section 16(a)
of the Exchange Act. .......................................................29
Executive Compensation .....................................................31
Security Ownership of Certain Beneficial owners and Management
and Related Stockholders Matters ...........................................32
Certain Relationships and Related Transactions .............................32
Exhibits, Financial Statements and Reports on Form 8-K .....................33
Principal Accountant Fees and Services .....................................33
3
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This ANNUAL Report on Form 10-KSB includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"could," "would," "expect," "plan," anticipate," believe," estimate," continue,"
or the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
in our other Securities and Exchange
Commission filings, including our Quarterly Report on Form 10-QSB filed on
November 2006. The following discussion should be read in conjunction with our
Consolidated Financial Statements and related Notes thereto included elsewhere
in this report.
4
PART I
ITEM 1 DESCRIPTION OF BUSINESS
OVERVIEW:
Organization
Silver Screen Studios, Inc. ("the Company") was organized to engage in the
business of, development, production, financing and distribution of
entertainment related products. The Company was incorporated in the State of
Georgia in May of 2003. The Company is the result of a reverse holding company
merger formed by Group Management and SSSG Acquisition Corp. on August 23, 2003.
Silver Screen Studios, Inc. trades on the Over the Counter Bulletin Board under
the symbol SSSU. Silver Screen Studios, Inc. began operations on August 23, 2003
in Atlanta, GA. Group Management Corp. was undergoing a restructuring of its
operations and management concluded due to the business conditions of Group
Management Corp. a merger was in the best interest of the shareholders of Group
Management Corp.
The company entered into a general restructuring on or about April 2006. The
purpose of the restructuring was to allow the company to verify its shareholder
base and to focus the company on a line of business for potential growth. During
the restructuring period the company found it necessary to shift its primary
business focus from entertainment to financial services. In November 2006 as a
result of the restructuring the company entered into a name change, cusip number
change and a symbol change. The company is now known as Global 1 Investment
Holdings Corporation and trades on the OTC Bulletin Board under the ticker
symbol GOIH. The company's office is located at 233 Peachtree St., Ste 1225,
Atlanta, GA 30303.
5
General
We are a full service diversified investment management company with
interests in real estate, entertainment and financial services. Our primary
business focus is on the acquisition and deployment of financial assets in the
operation of the three primary business lines. Moreover, we are a Christian
based company that prescribes to the Bible as the final authority on all
questions of ethics and moral issues concerning the businesses of the company.
Accordingly, the company restricts its business agenda to opportunities that do
not contradict the principles and teachings of the Bible.
Our entertainment division is a faith based and inspirational content
multimedia entertainment company with a focus on developing family centered
entertainment content. We develop, produce and distribute a broad range of
music, motion picture and other filmed entertainment content.
We believe that our primary mission and vision is to spread the Word of Jesus
Chris as printed in the holy bible through various entertainment related
products. Accordingly, the content that we will produce in the future will have
as its purpose the glorification of God and his kingdom. The company will be
used as a vehicle to spread the message throughout the world in as many
distribution channels as financially possible. We have developed several
innovative financing techniques using federal tax credits and state tax credits
which will allow and investor to deduct a portion of their investment against
any tax liability owed in the United States.
In addition, we intend to establish a music publishing division, a television
production division and a producer/artist management division primarily
concentration on the faith based and inspirational market segment. We have
identified a market opportunity in the entertainment industry resulting from the
convergence of music and film in the world's fastest growing consumer
entertainment product, the digital video disc ("DVD"). The percentage of DVD
unit sales has increased in market share for entertainment content delivery to
consumers faster than any format in entertainment history.
The DVD has received overwhelming market acceptance and response. The music
industry has used the DVD to enhance the sale of its products. Many music fans
have responded favorably to concert DVD's and music video DVD's of their
favorite artists. It is the vision of our management team, our Chief Executive
Officer, and industry consultants to focus on the DVD format as a means to
identify and enable creative artists to combine their visual and audio talents
in a consumer product that will protect the proprietary nature of the content.
Our mission is to become an independent multimedia entertainment company
combining state-of-the-art technologies with creative product that meets the
growing demand of today's market.
As the demand for cost-effective entertainment product, including digitally
recorded music, television programming and film, continues to increase, we
believe that more of the major entertainment companies, including radio,
television, cable, film and Internet service providers, will be turning towards
independent entertainment companies and production facilities to deliver product
and programming to improve their profitability and create market share.
6
The Film Division
Green Light Productions, Inc. operates our film division. Green Light
acts as our in-house production arm that produces, distributes and markets
feature-length DVD films and movies, taking projects from initial creative
development through principal photography, post-production, distribution and
ancillary sales. We believe that fans of faith based and inspirational Hip-Hop
and Urban Music are active consumers throughout the world, purchasing CDs, DVDs,
records, clothes and concert tickets. In addition, members of the Hip-Hop
audience are a highly coveted demographic group targeted by advertising
retailers due to their age and spending habits. We believe that outside of
traditional Hollywood productions, there is a shortage of "Lifestyle Specific"
DVD products for the Hip-Hop audience.
Green Light Productions, Inc. will produce low budget films with plots
and marquee name music artists and that are relevant to the mainstream youth
culture, particularly the Hip-Hop and Urban Music audience. Kadalak
Entertainment Group., our music arm will produce soundtracks featuring the
aforementioned artists to be sold as a CD packaged with a DVD for retail sale to
consumers.
Pursuant to our international business development strategy, we plan to
form joint ventures for co-production of entertainment projects on a
territory-by-territory basis. On occasion we will also obtain the rights to
distribute and exploit entertainment projects in US and foreign markets as well
as co-venture projects for release and development in various media formats.
Film Production
---------------
Our goal is to produce quality films in the low budget range with total
costs of $20,000 to $1,000,000 per film. Our current strategic plan calls for
the production or co-production of five to ten films annually. Our ability to
execute this plan is dependent upon our ability to raise additional financing
necessary to fund such productions. Currently, we are reviewing film projects
for development and production and upon obtaining additional working capital, we
will begin the production of new films.
Distribution
------------
We formed our on internal distribution arm via Silver Screen Distributions, Inc.
to take advantage of the synergies of the vertical integration of our business
model. Silver Screen Distribution will distribute the production of our internal
products as well as the products of third parties.
Our projects when the demand requires will be given a minimal
theatrical release in approximately two to three theaters in several major
markets in the United States to create awareness about a particular film. The
end product at retail will be a DVD/CD package that will have a retail price of
approximately $19.99 to $34.99 with an approximate $16 to $20 wholesale price.
Our sales goal is 100,000 to 500,000 units worldwide for each project. We intend
to distribute to the rental market using direct distribution and revenue share
output arrangements with Blockbuster and other leading rental retailers. In
addition, when the opportunity arises we intend to distribute or sell directly
to mass merchandisers, such as Wal-Mart Stores Inc., Costco Wholesale
Corporation, Target Corporation, Best Buy Co. Inc., and others who buy large
volumes of videos and DVDs to sell directly to the consumer.
7
Currently there have been very few products released in the DVD/CD
combination package. It is very uncommon for major and independent distribution
companies in film and music to come together on one product for distribution.
Historically, film companies have been reluctant to give DVDs to music companies
and music companies have been reluctant to give CDs to film companies for
distribution. Our goal is to effectively pioneer this format and become a leader
in this marketplace. Each film project will have the potential to allow us to
capitalize on every potential revenue stream across the board for each of our
divisions in terms of film, studio, publishing and management operations.
Pay and Free Television Distribution
------------------------------------
We intend to license our own productions and productions acquired from third
parties to the domestic and international marketplace on a project basis through
Sony or independent distributors on a territory-by-territory basis.
The Record Division
Kadalak Entertainment Group operates our record division. We believe
that the next five years will offer important opportunities for the organization
and growth of viable, newly created record companies. We believe that such
companies will be more competitive because they have the ability to be flexible,
responsive and are not constrained by the typical large company bureaucracy.
A popular music record company depends on its ability to sign and retain
artists who will appeal to popular taste over a period of time. We will employ a
popular music artist and repertoire ("A&R") staff whose task will be to identify
both new artists with potential appeal and established artists who will
complement our planned artist roster or whose potential we believe has not been
fully exploited. The A&R staff, which is headed by our management team, will
include a group of producers/songwriters and will meet on a regular basis to
discuss tapes of artists who have been previously screened by staff members. If
a consensus is reached to attempt to sign an artist, a strategy will be
developed for a contract proposal. Currently, we are evaluating several artists
with whom we would consider entering contracts. However, such considerations are
contingent upon our ability to obtain a sufficient amount of additional
financing. There can be no assurance that we will be able to attract and sign
artists or that such artists will be successful.
Artist Recording Contracts
--------------------------
We will concentrate on the development of new talent rather than competing
with larger companies to acquire established artists. We believe that the risks
involved with higher advances and royalties demanded by established artists may
be difficult to justify financially. In addition to the lower financial cost of
signing and developing new talent, we believe that it generally is easier to
negotiate a longer contract term with new talent, whereas established artists
demand higher payments accompanied by shorter contract terms. We recognize that
established artists have existing fan support and name recognition. However, we
have determined that the cost associated with retaining established artists
represents a significantly greater financial risk if a recording project fails
to achieve minimum consumer sales in an intensely competitive market. From time
to time we may sign artists who require advances because they have established
sales bases.
8
Pursuant to our strategy of identifying, signing and developing new talent, the
artists whom we intend to sign will generally have limited recording industry
backgrounds. For the most part, these artists will be identified and contracted
by us after analysis of demonstration tapes by our A&R department and after
consultation among our senior management.
The Rock and Pop music genres will enable us to compete in a market segment
comprising 33.7% of gross business in the United States record industry.
Likewise, activity in the Rap/Hip-Hop, R&B/Urban segment of the market will put
us into an additional 25% of gross business in the United States record
industry. We may seek to develop divisions that will address the remaining
segments of the market, which includes jazz, Latin and other musical styles.
Although we may from time to time license already completed master recordings
for a fixed price plus royalty, we will primarily be involved in the actual
production of master recordings. This aspect of the recording business will
require our management to approve a specific project and then contract with
recording artists, musicians and producers to produce a master recording. The
artist and producer will each receive either a minimum fee plus a percentage
royalty based on the proceeds received by us from distribution of a recording or
a percentage royalty without a minimum fee. The fee and royalty arrangements
will be negotiated on a recording-by-recording basis. We will produce recordings
in our own studios or by renting time at any one of a number of recording
studios. Management therefore seeks to reduce or eliminate certain costs and to
match the specific configuration of a particular studio to the requirements of a
particular artist or producer.
Certain production and acquisition costs, such as artists' and producers'
royalties, are contingent upon subsequent sales while other costs, such as
salaries, overhead, manufacturing, studio time and other expenses, are payable
regardless of sales. Although the appeal of a particular artist may be
transitory, we believe that increasing the size and diversity of our planned
artist roster gives us a measure of protection against sudden shifts in taste.
Further, we believe that acquisition of interests in recorded music composition
catalogues will provide an important and relatively stable source of future
sales in addition to revenue generated from new releases.
Promotion and Marketing
-----------------------
We plan to release records primarily in gospel, motivational, neo-classical
soul and Rap/Hip-Hop, dance and alternative music fields. Accordingly, we expect
to market our records to the principal buying groups in the 12 to 45 year old
categories broadly representative of the American population in that age group.
We plan to promote our recordings, as is generally the case throughout the
record industry, primarily through radio time and utilizing the internet and
high speed broadband connection of the TCP/IP transmission protocol. To
supplement our staff, we may engage independent promotion specialists on a
record-by-record basis to generate airplay. As sales increase, management may
add additional promotion staff.
Cable operations, such as MTV, VH-1 BET and other music television channels,
as well as certain commercial television stations, have provided significant
exposure to new music groups. We intend to utilize television as a promotional
tool. In addition, we intend to produce promotional videotapes, CDs and DVDs
featuring our artists, and maintain effective cost controls through the use of
our own music video production department.
9
The music video and DVD market has grown significantly over the past few
years and we believe that the music video and DVD business is a natural
extension of our other planned activities in the music business. Our music video
department will concentrate primarily upon promotional activities for our
artists to produce videos of single songs for promotional purposes. Generally,
income from music videos is derived from television broadcasts and from the sale
of videocassettes, CDs and DVDs. We may make electronic press kits ("EPKs"),
long-form videos and enhanced videos or CD-ROMS playable on computer. We also
may combine artist videos and EPKs for release on DVD, providing a whole new
format for viewing which was previously limited to television broadcasts. Our
music and videos may also be included in real player packages. We anticipate
experiencing increased activity as we enter into contracts with additional
artists. In such event, longer music programs, such as DVDs or concert programs,
are contemplated.
The marketing methods which we plan to use are customary in the music
industry. These methods will include:
o radio;
o television;
o newspaper and magazine advertising;
o distribution of posters featuring our artists and records;
o street teams;
o wrapped vans and trucks;
o bus backs, bus stops and benches;
o billboards;
o marquee style movie lights at label sponsored events and artists shows; and
o coordinated promotions with retail stores such as in-store displays and
appearances by performers.
Initially, our principal efforts will be focused on radio promotion through
radio play of artist's singles to develop consumer recognition and product
demand. We plan future advertising in national music consumer publications and
industry trade publications as artists achieve increasing consumer recognition,
provided such additional advertising, in management's opinion, would enhance
sales.
Licensing of Recordings
----------------------
We also intend to license rights in certain of our recordings to other
major record labels for manufacture and distribution in foreign markets. These
labels normally pay all distribution and marketing costs and, in addition, pay
us an advance plus a royalty based on sales, which is payable after recovery of
the advance. A portion of any royalties received by us from sales will be used
to pay artists' and producers' royalties or the owner of a master recording, as
the case may be.
We will seek agreements to license recordings of several of our future
artists through various record and licensing companies in Europe and Japan. We
intend to negotiate with several foreign distributors for the right to license
other artists. We intend to direct a material part of our future activities
toward the development of international markets.
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Copyright
---------
Our business, like that of other record companies, primarily rests on
ownership or control and exploitation of musical works and sound and
audio-visual recordings.
Rights and royalties relating to particular recordings vary from case to
case. When a recording is made, copyright in that recording vests either in the
recording artist and is licensed to a record company or in the Company itself,
depending on the terms of agreement between the recording artist and the record
company. Similarly, when a musical composition is written, copyright in the
composition vests either in the writer and is licensed to a music publishing
company or in the publishing company. Artists generally record songs that are
controlled by music publishers. The rights to reproduce such songs on tapes and
CDs are obtained by the Company from music publishers or collection societies on
their behalf. The manufacture and sale of tapes and CDs results in royalties
being payable by the record company to the publishing company at industry agreed
or statutory rates for the use of the composition and the publishing company in
turn pays a royalty to the writer and by the record company to the recording
artist for the use of the recording.
Record companies are largely dependent upon legislation to protect their
rights against unauthorized reproduction, importation or rental. In all
territories where we intend to operate, our products will receive some degree of
copyright protection. The period of protection varies widely from 75 years from
first publication in the United States, to 50 years in the United Kingdom, to 30
years from date of recording in Japan.
Piracy, or the unauthorized reproduction of recordings for commercial sales and
Internet file sharing exists throughout the world. Sales in certain markets are
very difficult, and some markets are virtually closed to legitimate record
companies because of the dominance of pirated product, which is substantially
cheaper than legitimate products due to lower quality standards and the absence
of recording and royalty costs. In recent years, however certain countries,
particularly in Southeast Asia, have enforced copyrights resulting in a
reduction in piracy. There can be no assurance that the proliferation of piracy
of entertainment content through the Internet or other means will be reduced in
the future. The proliferation of these practices, if continued, could have a
material adverse affect on the entertainment industry.
Home taping, or the unauthorized reproduction for personal use of recordings,
has been a global problem since the advent of cassette tapes and CDs, which
existing copyright laws have done little to contain. In some countries, the
industry has been successful in securing the introduction of a levy on hardware
used for such reproduction or on blank tapes. However, such levies, which are
generally shared among those involved in the production of recordings, including
the record companies and the artists, do not adequately compensate for the
losses suffered from home taping. CD recording technology may increase the
opportunity for consumers to make high-quality copies for home use.
There can be no assurance that the proliferation of piracy of entertainment
content through the Internet or other means will be reduced in the future that,
if continued, could have a material adverse affect on the entertainment
industry.
Rental of tapes and CDs is a problem in those countries whose copyright laws do
not provide adequate protection. Those countries include Japan, where a levy on
rental income is paid to domestic rights owners, but not in respect of foreign
repertoire, and Germany.
The recorded music industry has been affected by piracy, and in particular, the
home copying and file sharing of recorded music over the Internet. Recording
technologies have been developed that enable consumers to make high quality
duplicates of recorded music from original CDs and the Internet. In the absence
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of adequate copyright protection, CD recording technology may adversely affect
sales of CDs. We cannot predict the extent to which our CD sales would be
affected by such technology. However, we generally believe that as we focus on
the development of new artists and have a limited release schedule, we are not
materially dependent upon foreign sales in markets unregulated by copyright laws
and that piracy or illegal home taping will not have a material adverse impact
on our business or operations in the near or foreseeable future.
The Music Publishing Division
We intend to establish a music publishing division. Music publishing involves
the acquisition of rights to the exploitation of musical compositions as opposed
to musical recordings. Principal sources of revenue are royalties from the
reproduction of musical works on cassette tapes, CDs, DVDs, license fees from
the radio and television broadcast (i.e., public performances) of such musical
works, and film soundtracks of recordings embodying the compositions concerned.
We intend to create a music publishing operation to collect performance
royalties for our products through ASCAP and BMI. ASCAP and BMI are collecting
societies licensed to collect performance royalties due from radio, television,
jukeboxes, film and similar venues for public performance of musical
compositions.
We may receive publishing royalties on master recordings which we produce.
Moreover, we intend to negotiate with recording artists a percentage of the
copyright rate that is set by statute and modified from time to time by the
Copyright Royalty Tribunal.
Once we form a publishing operation, we plan to seek to acquire copyright
ownership of, or other rights in, the songs written by or for our artists. We
propose to develop a catalogue of songs, retaining present and future publishing
rights. Additionally, we intend to employ songwriters and producers to develop
music products with publishing rights retained by us. We plan to acquire
interests in original songs that will be developed at our facilities.
We do not deem the acquisition of these songs to be material in that presently
none have been recorded or used in any of our activities, including promotion,
and we have no present intention or plans to use them in any capacity. In the
future, it is conceivable that songs commissioned or acquired by us may be
included on albums or produced as singles, although no assurance can be given as
to this use. We have not determined an international publishing agent to
administer our songs outside of the United States.
The Studio Division
We intend to provide audio recording services to the music industry, including
national and international recording companies, independent record producers and
other entities which request the services of our to be constructed recording
facilities. The studio division will seek to combine technological expertise and
creative, experienced management in the state-of-the-art commercial recording
facilities.
The studio's equipment includes:
a Pro-tool LE digital recording module;
a top-of-the-line recording/mixing console;
a Phat Planet Sound Module
12
Kadalak's operation of the music division affords us the added benefit of
vertical integration in the recorded music industry. also includes fully
equipped digital film and editing facilities for film, video and television
productions. We view the sound studios principally as a catalyst to attract
artists and to record their products in-house. We will sell studio time when the
studios are not in use for in-house production.
INDUSTRY BACKGROUND
The Recorded Music Industry
The recorded music industry has experienced substantial revenue growth
since its inception and is dominated by four major international entertainment
companies:
o Universal Music Group;
o Time Warner Inc.;
o Sony Corp. (Sony Music Entertainment)/Bertelsmann AG (BMG); and
o EMI Group PLC.
In the late 1940's, record retail sales amounted to only $48 million
annually. By 1970, sales had grown to nearly $1.7 billion annually. By way of
current comparison, the Recording Industry Association of America ("RIAA")
reported the sound recording domestic market in 2002 to be $12.6 billion. The
International Federation of Phonographic Industry ("IFPI"), an organization that
represents the recording industry worldwide, reported recorded music sales
worldwide of $32 billion in 2002. This revenue growth has resulted from a
combination of factors, the most important of which has been rapidly developing
technology. Since 1984, the value of sales industry wide has increased at a
faster rate than unit volume growth, due in part to the introduction and
acceptance of CDs, which are priced substantially higher than vinyl records and
tapes. CDs represented 91 percent of all units shipped in 2002. IFPI reports
that sales of recorded music in 2002 to be largest in the United Kingdom, the
United States, Japan, Australia, Germany, France, Canada and Spain. The
proportion of global music sales accounted for by the world's top ten markets
was 84 percent in 2002. Globally, music video sales increased in 2002, boosted
by the DVD video. The United States represents approximately 40 percent of the
total world music market. The RIAA reports that, in 2002, Rock remained the most
popular genre of music in the United States with 24.7 percent of the market
followed by Rap/Hip-Hop with 13.8 percent, R&B/Urban with 11.2 percent, Country
music with 10.7 percent, Pop with 9.0 percent, Jazz with 3.2 percent and
Classical with 3.1 percent of all music items purchased.
Both the RIAA and IFPI reported that the increased availability of free music
via mass digital copying and internet piracy have had a substantial negative
impact on the recorded music industry in 2002 and the industry is aggressively
pursuing strategies to resolve the erosion of unit shipments and sales in the
world market. In 2002, digital copying and Internet piracy have resulted in an
approximate 7 percent decline in worldwide revenues as well as an approximate 8
percent decline in units sold worldwide. This decline continued in 2003.
Music is also an essential part of the advertising and film industries.
Music contributes significantly to the success of advertising. Additionally,
music has become an integral part of film, as seen from the successes of many
musical soundtracks of popular movies. Film soundtracks have also produced a
number of hit singles worldwide. The growth of the DVD format has demonstrated
an increased demand for DVD products.
Foreign record sales account for over one-half of worldwide record sales.
English versions of popular hits have achieved acceptance and success throughout
the globe. Music publishing rights serve as an additional and significant source
of earnings for record companies. Publishing and sub-publishing revenues are
generated for each song contained in an album, cassette or CD.
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The Feature Film Industry
General
-------
The feature film industry encompasses the development, production and
distribution of feature-length motion pictures and their subsequent distribution
in the home video, television and other ancillary markets. The major studios
dominate the industry, some of which have divisions that are promoted as
"independent" distributors of motion pictures, including:
Universal Pictures, Warner Bros. (including New Line Cinema and Castle Rock
Entertainment);
Twentieth Century Fox, Sony Pictures Entertainment (including Columbia Pictures
and Columbia Tristar Motion Picture Group);
Paramount Pictures;
The Walt Disney Company (including Buena Vista Pictures, Touchstone
Pictures and Miramax Film Corp.); and
Metro-Goldwyn-Mayer Inc. (including MGM Pictures, United Artists Pictures Inc.,
Orion Pictures Corporation and Goldwyn Entertainment Company).
In recent years, however, true "independent" motion picture production and
distribution companies have played an important role in the production of motion
pictures for the worldwide feature film market.
Independent Feature Film Production and Financing
-------------------------------------------------
Generally, independent production companies do not have access to the
extensive capital required to make feature-length motion pictures, such as the
"blockbuster" films produced by the major studios. They also do not have the
capital necessary to maintain the substantial overhead that is typical of
operations of major studios. Independent producers target their product at
specialized markets and usually produce motion pictures with budgets of less
than $20 million. Generally, independent producers do not maintain significant
infrastructure. They instead hire only creative and other production personnel
and retain the other elements required for development, pre-production,
principal photography and post-production activities on a project-by-project
basis. Also, independent production companies typically finance their production
activities from bank loans, pre-sales, equity offerings, co-productions and
joint ventures rather than out of operating cash flow. They generally complete
financing of an independent motion picture prior to commencement of principal
photography to minimize the risk of loss.
Independent Feature Film Distribution
-------------------------------------
Film distribution encompasses the exploitation of motion pictures in theatres
and in markets, such as home DVD and video, pay-per-view, pay television, free
television and ancillary markets, such as hotels, airlines and streaming films
on the Internet. Independent producers do not typically have distribution
capabilities. Instead, these producers rely on advances from domestic and
international distributors who approve their projects before production
commences, as well as profit sharing or equity arrangements for individual
projects. Generally, the local distributor in any country or region will acquire
distribution rights for a motion picture from an independent producer using one
or more of these methods.
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The local distributor will agree to advance the producer a non-refundable
minimum guarantee. The local distributor will then generally receive a
distribution fee of between 20% and 35% of gross receipts, while the producer
will receive a portion of gross receipts in excess of the distribution fees,
distribution expenses and monies retained by exhibitors. The local distributor
and theatrical exhibitor generally will enter into an arrangement providing for
the exhibitor's payment to the distributor of a percentage of the box-office
receipts for the exhibition period, generally 40%to 50%, depending upon the
success of the motion picture.
COMPETITION
The recorded music, motion picture, and music publishing industries are highly
competitive. We will compete with other companies for artists, airtime and space
in retail outlets. We are not at present, and do not expect in the foreseeable
future, to be a significant participant in the marketplace.
We face competition from companies within the entertainment business and from
alternative forms of leisure entertainment, such as travel, sporting events,
outdoor recreation and other cultural activities. We compete with the major
media and entertainment companies and studios, numerous independent motion
picture, recorded music, music publishing and television production companies,
television networks and pay television systems for the acquisition of literary
and film properties, the services of performing artists, directors, producers
and other creative and technical personnel and production financing. In
addition, our music and motion picture productions compete for audience
acceptance and exhibition outlets with music and motion pictures produced and
distributed by other larger more established companies. As a result, the success
of any of our recorded music products or DVD/motion pictures is dependent on not
only the quality and acceptance of a particular production, but also on the
quality and acceptance of other competing productions released into the
marketplace at or near the same time.
The entertainment industry is highly competitive, rapidly evolving and subject
to constant change. Other entertainment companies currently offer one or more of
each of the types of products and services we plan to offer. Some of our
competitors in the entertainment market will include Time Warner, Sony/BMG, EMI,
Disney, Viacom and numerous independent companies. Some of our competitors in
the music business will include Motown, Time Warner Inc., Universal Music Group,
Interscope, Sony/BMG and EMI. We expect that our film business will compete with
well-established companies, including MGM, Dreamworks, Time Warner Inc. and
numerous smaller independent companies, which produce, develop or market films,
DVD's, television and cable programming.
EMPLOYEES
We use and plan to continue using independent consultants, producers,
professionals and contractors on an as needed basis. Upon obtaining additional
financing, we will hire additional employees in connection with the production
of our recorded music and film productions. We believe that our employee and
labor relations are good. Our full-time employee is not a member of any union.
On film projects, we may employ members of a number of unions, including the
International Alliance of Theatrical and Stage Employees, the Screen Actors
Guild and the Teamsters. A strike by one or more of the unions that provide
personnel essential to the production of films could delay or halt our ongoing
production activities. Such a halt or delay, depending on the length of time
involved, could cause delay in our release of new films and thereby could
adversely affect our cash flow and revenues.
15
RISK FACTORS
In addition to other information included in this report, the following
factors should be considered in evaluating our business and future prospects. We
need to obtain financing in order to continue our operations.
On a prospective basis, we will require both short-term financing for
operations and long-term capital to fund our expected growth. We have no
existing bank lines of credit and have not established any definitive sources
for additional financing. Based on our current operating plan, we will not have
enough cash to meet our anticipated cash requirements through January 31, 2007
if we do not raise at least $2,500,000 from the sale of our securities or other
financing means. While we are in discussions and have discussed agreements with
potential financing sources, we currently do not have definitive arrangements
with respect to, or sources of, additional financing. Additional financing may
not be available to us, or if available, then it may not be available upon terms
and conditions acceptable to us. If adequate funds are not available, then we
may be required to delay, reduce or eliminate product development or marketing
programs. The entertainment industry is rapidly evolving.
Because we are involved in three primary lines of business our capital needs
will vary and we are uncertain as to the exact amount of capital we will need to
enter into a competitive Our inability to take advantage of opportunities in the
industry because of capital constraints may have a material adverse effect on
our business and our prospects.
Independent distributors will be a significant element of our growth strategy.
We will rely on independent distributors to distribute a significant
portion of our entertainment products and services when developed. A significant
element of our growth strategy will be to increase the sale and distribution of
our products and services by expanding our presence in local markets and by
extending this network into new markets either by internal growth, joint
ventures, licensing, acquisition or other means. We may not be able to develop,
recruit, maintain, motivate, retain or control a network of independent
distributors. In addition, we have little control over the resources that
independent distributors will devote to marketing our products and the amount of
our competitors' products that our independent distributors choose to market.
Any decision by a distributor to not distribute or promote our products or
services or to promote our competitors' products and services could have a
material adverse effect on our business, results of operations or financial
condition.
We have a limited operating history in the entertainment industry.
We have a limited history in the entertainment industry. In August 23,
2003, we entered into a merger with SSSG Acquisition Corp providing the basis
for our formation. Our strategy is to become an independent multimedia
entertainment company. In addition to operating a music division, recording
studio division and film production company, we plan to establish television,
publishing and management operations. Prior to entering into the Share Exchange
Agreement, we did not operate in the multimedia and entertainment industry.
Accordingly, we have a limited history in the industry in which we operate. We
have retained the law firm of Thomas Ware, Esq. of Atlanta, GA to act as our
legal counsel and to provide strategic legal planning on the entertainment
industry. We are dependent on the advice of Thomas Ware, Esq. and there is no
assurance that Thomas Ware, Esq. will continue to represent our interests.
16
Our net loss for the period from inception (August 23, 2003) to
December 31, 2006 totaled $2,494,264. We expect that production and development,
marketing and operating expenses will increase significantly during the next
several years. In order to achieve profitability, we will need to generate
significant revenue. We cannot be certain that we will generate sufficient
revenue to achieve profitability. We anticipate that we will continue to
generate operating losses and negative cash flow from operations at least
through the end of Fiscal 2007. We cannot be certain that we will ever achieve,
or if achieved, maintain profitability. If our revenue grows at a slower rate
than we anticipate or if our project development, marketing and operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operation and financial condition will be materially
adversely effected.
We have limited operating experience in the Real Estate, and Investment
Management Industry.
Our experience in the real estate and investment management industry is limited
to the experience of our CEO Barry Thomas and our legal counsel. We have formed
an internal investment banking group consisting of Mr. Thomas and our legal
counsel and consultants on as needed basis. The investment banking group devises
various strategies and evaluates the proposals submitted to the company for
review. It is our intention once we are capitalized to hire a staff with the
necessary expertise in investment banking, real estate and investment
management. However, there can be no assurance we will be able to attract the
talent necessary to operate the businesses.
Shares of our common stock lack a significant trading market.
Shares of our common stock are not eligible for trading on any national or
regional exchange. Our common stock is eligible for trading in the
over-the-counter market on the Over-The-Counter Bulletin Board pursuant to Rule
15c2-11 of the Securities Exchange Act of 1934. This market tends to be highly
illiquid, in part because there is no national quotation system by which
potential investors can trace the market price of shares except through
information received or generated by certain selected broker-dealers that make a
market in that particular stock. There are currently no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in our common stock. There can be no assurance that an active
trading market in our common stock will develop, or if such a market develops,
that it will be sustained. In addition, there is a greater chance for market
volatility for securities that trade on the Over-The-Counter Bulletin Board as
opposed to securities that trade on a national exchange or quotation system.
This volatility may be caused by a variety of factors, including the lack of
readily available quotations, the absence of consistent administrative
supervision of "bid" and "ask" quotations and generally lower trading volume.
Our success will depend on external factors in the music and film industries.
Operating in the music and film industries involves a substantial degree of
risk. Each planned music project, film production is an individual artistic
work, and unpredictable audience reactions primarily determine commercial
success. The commercial success of a music project or a film production also
depends upon: the quality and acceptance of other competing records or films
released into the marketplace at or near the same time; critical reviews; the
availability of alternative forms of entertainment and leisure activities;
general economic conditions; and other tangible and intangible factors.
Each of these factors is subject to change and cannot be predicted with
certainty. There can be no assurance that our planned music projects and film
productions will obtain favorable ratings or reviews or that consumers will
purchase our entertainment products and services.
17
Our success will be largely dependent upon our key executive officers and other
key personnel.
Our success will be largely dependent upon the continued employment of our key
executive officers and, particularly, our continued employment of our law firm
of Thomas Ware, Esq., ("TW") The loss of Thomas Ware, Esq. services would have a
material adverse effect on us. We believe that our continued success will depend
to a significant extent upon the efforts and abilities of our executive officers
and our ability to retain them.
Although we believe that we would be able to locate a suitable replacement for
Thomas Ware, Esq. if their services were lost, we cannot assure you that we
would be able to do so. In addition, our future operating results will
substantially depend upon our ability to attract and retain highly qualified
management, financial, technical, creative and administrative personnel.
Competition for highly talented personnel is intense and can lead to increased
compensation expenses. We cannot assure you that we will be able to attract and
retain the personnel necessary for the development of our business.
Unauthorized use of our intellectual property and trade secrets may affect our
market share and profitability.
We protect intellectual property rights to our productions through available
copyright and trademark laws and licensing and distribution arrangements with
reputable international companies in specific territories and media for limited
durations. Despite these precautions, existing copyright and trademark laws
afford only limited practical protection in certain jurisdictions. We may
distribute our products in some jurisdictions in which there is no copyright and
trademark protection. As a result, it may be possible for unauthorized third
parties to copy and distribute our productions or certain portions or
applications of our intended productions. We will rely on our copyrights,
trademarks, trade secrets, know-how and continuing technological advancement to
establish a competitive position in the marketplace. We will attempt to protect
our intellectual property through copyright and agreements with future artists
and employees. Other companies may independently develop or otherwise acquire
similar creative materials or gain access to our intellectual property. Despite
our precautions, there can be no assurance that we will be able to adequately
protect our intellectual property from competitors in the future. In addition,
litigation may be necessary in the future to:
enforce intellectual property rights; to protect our trade secrets; to determine
the validity and scope of the rights of others; or to defend against claims of
infringement or invalidity.
Any such litigation could result in substantial costs and the diversion of
resources and could have a material adverse effect on our business, operating
results or financial condition.
Protecting and defending against intellectual property claims may have a
material adverse effect on our business.
From time to time, we may receive notice that others have infringed on our
proprietary rights or that we have infringed on the intellectual property rights
of others. There can be no assurance that infringement or invalidity claims will
not materially adversely affect our business, financial condition or results of
operations. Regardless of the validity or the success of the assertion of
claims, we could incur significant costs and diversion of resources in
protecting or defending against claims, which could have a material adverse
effect on our business, financial condition or results of operations.
18
Piracy, illegal duplication of CDs and DVDs and file sharing of music and film
products over the Internet may have a material adverse effect on our business.
Our ability to compete depends in part on the successful protection of our
intellectual property, including our music and film productions. Piracy, illegal
duplication and Internet peer-to-peer file sharing of music and film products
has had an adverse effect on the entertainment industry as a whole. If new
legislation aimed at protecting entertainment companies against piracy, illegal
duplication and Internet peer-to-peer file sharing is not enacted and enforced,
and we are unable to protect our music and film productions from piracy, illegal
duplication and Internet peer-to-peer file sharing, then such continued
activities may have a material adverse effect on our business.
Advances in technology may have a material adverse effect on our revenues.
Advances in technology may affect the manner in which entertainment content is
distributed to consumers. These changes, which might affect the entertainment
industry as a whole, include the proliferation of digital music players,
services that allow individuals to download and store single songs and
pay-per-view movie services. These technological advances have created new
outlets for consumers to purchase entertainment content. These new outlets may
affect the quantity of entertainment products that consumers purchase and may
reduce the amount that consumers are willing to pay for particular products. As
a result, this could have a negative impact on our ability to sell DVD's, CD's
and soundtracks. Any failure to adapt our business model to these changes could
have a material adverse effect on our revenues.
Our success will depend on our artists.
We plan to enter into film and recording contracts with several artists.
We cannot assure you that we will be able to retain the artists we plan to enter
contracts with or that we will be able to attract additional artists. We may not
be able to develop our artists successfully or in such a manner that produces
significant sales. Furthermore, each film and recording is an individual
artistic work, the public acceptance of which cannot be known in advance.
Accordingly, we cannot assure you that any film or record released by any
particular artist will experience financial success. In addition, if any
particular artist experiences success, we cannot predict the timing or longevity
of such success or the extent of the popularity of any particular artist.
We will depend on the continued popularity of urban music.
We plan to produce records in multiple genres of music including
neo-classical soul and hip-hop, gospel, and inspirational and motivational
content. Our proposed artists will be primarily in this segment of the market.
If tastes move away from this type of music and we do not develop any
alternatives, then we may not be able to sell enough entertainment products and
services to be profitable. Although we believe that this sector will continue to
grow, consumer taste is unpredictable and constantly changing, and we cannot
predict with any certainty that this segment will continue to remain popular.
Our growth as a multimedia entertainment company depends on the success and
increased use of entertainment products and services.
The entertainment products and service market is rapidly evolving. The
demand and market acceptance of our planned products and services is uncertain
and subject to a high degree of risk. In order for certain of our planned
entertainment products and services to be successfully accepted in the
marketplace, the production and content of our entertainment products and
services must be accepted as a viable alternative to traditional entertainment
products and services. Because these markets may be new and evolving, it is
19
difficult to predict the size of the market and its growth rate. If the market
for our entertainment products and services fails to develop or develops more
slowly than we anticipate, we will not be able to generate revenues from our
entertainment products and services at the rate we anticipate. In addition, if
demand for our entertainment products and services grows too quickly, our
infrastructure may not be able to support the demands placed on us by this
growth and our performance and reliability may decline.
We will be in competition with companies that are larger, more established and
better capitalized than we are.
The entertainment industry is highly competitive, rapidly evolving and
subject to constant change. Other entertainment companies currently offer one or
more of each of the products and services we plan to offer. Some of our
competitors in the entertainment market will include Time Warner Inc., Sony/BMG,
EMI, Disney and Viacom. Some of our competitors in the music business will
include Motown, Time Warner Inc., Universal Music Group, Interscope, Sony/BMG,
EMI and numerous smaller independent companies. We expect that our film business
will compete with well-established companies, including MGM, Dreamworks, Time
Warner Inc. and numerous smaller independent companies, which produce, develop
or market films, DVD's, television and cable programming.
Many of our competitors have: greater financial, technical, personnel,
promotional and marketing resources; longer operating histories; greater name
recognition; and larger consumer bases than us.
We believe that existing competitors are likely to continue to expand
their products and service offerings. Moreover, because there are few, if any,
substantial barriers to entry, we expect that new competitors are likely to
enter the entertainment market and attempt to market entertainment products and
services similar to our products and services, which would result in greater
competition. We cannot be certain that we will be able to compete successfully
in the entertainment, multimedia, music, film, management or television
programming markets.
Future sales of our securities will dilute the ownership interest of our
current stockholders.
We expect to sell our equity and or debt securities in order to raise the
funds necessary to fund our operations. Any such transactions will involve the
issuance of our previously authorized and un-issued securities and will result
in the dilution of the ownership interests of our present stockholders.
We might expand through acquisitions which may cause dilution of our
common stock and additional debt and expenses.
Any acquisitions of other companies which we complete may result in
potentially dilutive issuances of our equity securities and the incurrence of
additional debt, all of which could have a material adverse effect on our
business, results of operations and financial condition. We plan to seek
acquisitions and joint ventures that will complement our services, broaden our
consumer base and improve our operating efficiencies. Acquisitions involve
numerous additional risks, including difficulties in the assimilation of the
operations, services, products and personnel of acquired companies, which could
result in charges to earnings or otherwise adversely affect our operating
results. There can be no assurance that acquisition or joint venture
opportunities will be available, that we will have access to the capital
required to finance potential acquisitions, that we will continue to acquire
businesses or that any acquired businesses will be profitable.
20
Operating internationally may expose us to additional and unpredictable risks.
We intend to enter international markets, licensing arrangements and to
form joint ventures internationally to expand sales of our planned entertainment
products and to market our entertainment products and services. International
operations are subject to inherent risks, including:
potentially weaker intellectual property rights;
changes in laws and policies affecting trade;
difficulties in obtaining foreign licenses;
changes in regulatory requirements;
instability of foreign economies and governments;
instances of war or terrorists activities;
unexpected changes in regulations and tariffs;
fluctuations in the value of foreign currencies;
intricate investment and tax laws, including laws and policies relating to the
repatriation of funds and to withholding taxes;
and uncertain market acceptance and difficulties in marketing efforts due to
language and cultural differences.
Due to these risks, operating in international markets could have a material
adverse effect on our future business, results of operations or financial
condition.
Our shares of common stock are subject to penny stock regulation.
Holders of shares of our common stock may have difficulty selling those
shares because our common stock will probably be subject to the penny stock
rules. Shares of our common stock are subject to rules adopted by the Securities
and Exchange Commission that regulate broker-dealer practices in connection with
transactions in "penny stocks". Penny stocks are generally equity securities
with a price of less than $5.00 which are not registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in those securities is
provided by the exchange or system. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
Securities and Exchange Commission, which contains the following: description of
the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading;
a description of the broker's or dealer's duties to the customer and of the
rights and remedies available to the customer with respect to violation to such
duties or other requirements of securities laws; a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices for penny
stocks and the significance of the spread between the "bid" and "ask" price; a
toll-free telephone number for inquiries on disciplinary actions; definitions of
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and such other information and is in such form (including
language, type, size and format), as the Securities and Exchange Commission
shall require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer with the following:
the bid and offer quotations for the penny stock;
the compensation of the broker-dealer and its salesperson in the transaction;
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and
21
monthly account statements showing the market value of each penny stock held in
the customer's account.
In addition, the penny stock rules require that, prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules.
Budget overruns may adversely affect our business.
Actual music projects or film production costs may exceed their budget,
sometimes significantly. Risks such as labor disputes, death or disability of
star performers, rapid high technology changes relating to special effects or
other aspects of production, shortages of necessary equipment, damage to film
negatives, master tapes and recordings or adverse weather conditions may cause
cost overruns and delay or frustrate completion of a production. If a music
project or film production incurs substantial budget overruns, then we may have
to seek additional financing from outside sources to complete production. We
cannot assure you that such financing will be available to us, or if available,
whether such funds will be available to us on acceptable terms. In addition, if
a music project or film production incurs substantial budget overruns, there can
be no assurance that such costs will be recouped, which could have a significant
impact on our business, results of operations or financial condition.
Our operating results may fluctuate significantly.
We expect that our future operating results may fluctuate significantly
as a result of the following:
the timing of domestic and international releases of future music projects, or
films we produce;
the success of our future music projects or films;
the timing of the release of related products into their respective markets;
the costs to distribute and promote the future music projects and films;
the success of our distributors in marketing our future music projects and
films;
the timing of receipt of proceeds generated by the music projects, and films
from distributors;
the introduction of new music projects, and films by our future competitors;
the timing and magnitude of operating expenses and capital expenditures;
the level of un-reimbursed production costs in excess of budgeted maximum
amounts;
the timing of the recognition of advertising costs for accounting purposes under
generally accepted accounting principles; and general economic conditions,
including continued slowdown in advertiser spending.
As a result, we believe that our results of operations may fluctuate
significantly, and it is possible that our operating results could be below the
expectations of investors.
22
We do not intend to pay cash dividends on our shares of common stock.
The future payment of dividends will be at the discretion of our Board of
Directors and will depend on our future earnings, financial requirements and
other similarly unpredictable factors. For the foreseeable future, it is
anticipated that any earnings which may be generated from our operations will be
retained by us to finance and develop our business and that dividends will not
be paid to stockholders.
ITEM 2 DESCRIPTION OF PROPERTY
Our current address is 233 Peachtree St., Suite 1225, Atlanta, GA 30303. We
located our business operations to this address in August 2006. We are seeking
to relocate to larger spaces once we have the resources to facilitate the move.
We anticipate locating our investment banking and investment management
operations to New York, NY during fiscal year 2007.
ITEM 3 LEGAL PROCEEDINGS
The Company is not currently involved in any litigation that it is aware of.
However, the company as a diversified financial services company is involved in
the real estate, entertainment and investment management industries and the
Company could become party to litigation in its ordinary course of business. We
do not believe that the ultimate disposition of any of these matters will have a
material adverse effect on our consolidated financial position, results of
operations or liquidity.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the fiscal year ending on December 31, 2006 the Company did not submit
any proposals to the shareholders for vote.
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Period High bid Low Bid
--------------------------------------------------------------------------------
January 1, 2006 thru Dec. 31, 2006 $0.088 $0.002
--------------------------------------------------------------------------------
23
Our common stock is currently quoted on the Over-The-Counter Bulletin Board
under the symbol "GOIH.OB".
Market Information
------------------
On August 23, 2003 our predecessor, Group Management Corp, Inc., filed Form
8k-12G(3) with the Securities and Exchange Commission registering our common
stock under the Exchange Act. Our shares of common stock were first quoted on
the Over-The-Counter Bulletin Board as SSSU in September of 2003. The following
table presents the high and low bid prices per share of our common stock as
quoted for the years ended December 31, 2005 which information was provided by
NASDAQ Trading and Market Services.
Period
High Bid Low bid
--------------------------------------------------------------------------------
January 1, 2006 thru Dec. 31, 2006 $0.088 $0.002
--------------------------------------------------------------------------------
The above quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not reflect actual transactions.
Holders
-------
As of December 31, 2006 we had 702 stockholders of record of our common
stock. Such number of record holders was derived from the records maintained by
our transfer agent.
Dividends
---------
To date, we have not declared or paid any cash dividends and do not
intend to do so for the foreseeable future. We intend to retain all earnings, if
any, to finance the continued development of our business. Any future payment of
dividends will be determined solely in the discretion of our Board of Directors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes appearing elsewhere in this report. This discussion
and analysis contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including but not limited to the risks discussed in this report.
Overview
--------
We are a full service investment management corporation with interest
in real estate, entertainment and financial services. Our primary business focus
is on the acquisition and deployment of financial assets in the primary business
lines of the company. Our primary business focus is the deployment of financial
resources in the pursuit of creating a profit for our shareholder and building
shareholder value. To date our operations have focused on restructuring the
24
operations of Silver Screen Studios, Inc. We believe we have restructured the
operations and have created a new company, Global 1 that will form the
foundation to build a world class financial services platform.
Our plans are to build an investment banking operations that has the resources
to fund start-up business through venture capital and to take these start-up
businesses public via our network market operations that will use the
distribution capacity of other broker dealers to distribute the shares in the
start-up companies. Our plans are to have business incubators in major cities
throughout the world and have a network of contacts that sources the most
promising business ideas for development.
Our internal investment team has designed several innovative financial
instruments that will enable us to finance our business during fiscal 2007. The
success of these instruments is not assured and there is a risk that the
instrument will not be successful, however, our development of the instruments
has, we believe, given us a strategic advantage over our competitors in the
lines of business we operate in.
Given the rapid changes the entertainment industry is experiencing due to the
digitalization of the various forms of distribution as well as production, we
intend to invest in the latest production hardware from Apple Computers and
obtain the latest digital production cameras from Panasonic. We feel with the
addition of the new equipment we will be in position to produce a quality
production at an affordable price. Moreover, it is out intent to utilize the
Apple TV as a mean of distribution of our multimedia products.
Our plans for fiscal 2007 are to capitalize our Entertainment division using a
specially created entertainment production fund using the federal tax credit
investment program. Our plans are to create, finance, and distribute videos and
motion picture with budgets up to $20 million (USD). We estimate that the
production fund can raise up to $1,000,000,000 using a specially created
instrument and sourcing the capital in various countries of the world and in
various currencies.
We presently do not have sufficient cash to implement our business plan.
We have experienced this lack of liquidity throughout Fiscal 2006, causing us to
be able to produce, but not distribute or place into service our feature films.
We believe that we need to raise or otherwise obtain at least $2,500,000 in
additional financing in order to implement our business plan. If we are
successful in obtaining such financing, we may require an additional nine to
twelve months in order to complete production of additional feature films for
release and distribution. Accordingly, in order to generate revenues in Fiscal
2006, we may need to rely on other sources of revenue such as acquiring the
rights to distribute and exploit feature films and other entertainment content
produced by third parties. If we are not successful in obtaining additional
financing, we will not be able to implement our business plan.
History of the Company
----------------------
We are a Georgia corporation whose common stock is eligible for
quotation on the Over-The-Counter Bulletin Board Trading System under the symbol
"GOIH". From the date of our formation in May, 2003 through October 2006, we
were been engaged in the business of the entertainment industry. In October 2006
we changed our primary business focus to the investment of financial assets
globally in our three business lines of real estate, entertainment and financial
services.
25
Pursuant to Rule 12g-3(a) under the Exchange Act, SSSG Acquisition Corp.
was the successor issuer to Group Management Corp.. for reporting purposes under
the Exchange Act, and the trading symbol as and the Section 12(g) registration
and our common stock is deemed to be registered pursuant to Section 12(g) of the
Exchange Act.
On September 2003, our trading symbol on the Over-The-Counter Bulletin
Board was changed from "GPMT" to "SSSU". On November 5, 2006 our symbol was
changed from SSSU to GOIH to reflect the new name of Global 1 Investment Holding
Corporation.
Please also refer to the information in notes 1 and 2 to the consolidated
financial statements. The following discussion and analysis should be read in
conjunction with the consolidated financial statements and the related notes
thereto included in this Form 10-KSB.
Critical Accounting Policies
----------------------------
In presenting our financial statements in conformity with accounting
principles generally accepted in the United States, we are required to make
estimates and assumptions that affect the amounts reported thereon. Several of
the estimates and assumptions we are required to make relate to matters that are
inherently uncertain as they pertain to future events. However, events that are
outside of our control cannot be predicted and, as such, they cannot be
contemplated in evaluating such estimates and assumptions. If there is a
significant unfavorable change to current conditions, it will likely result in a
material adverse impact to our consolidated results of operations, financial
position and in liquidity. We believe that the estimates and assumptions we used
when preparing our financial statements were the most appropriate at that time.
Presented below are those accounting policies that we believe require subjective
and complex judgments that could potentially affect reported results.
Revenue Recognition
-------------------
We are a development stage company and as such we have not generated any revenue
from our operations for any revenue recognition. However, once revenue is
generated from our operations we intend to adopt the proper revenue recognition
standards.
Capitalized Film Costs
----------------------
We are a development stage company and as such we have not generated any
revenue from our operations for any revenue recognition. However, once revenue
is generated from our operations we intend to adopt the proper revenue
recognition standards and the proper treatment of film assets.
Results of Operations
Our operations during fiscal 2006 we concentrated on restructuring the business
26
model of Silver Screen Studios, Inc. Our operations did not generate any revenue
in fiscal 2005 and minimum revenues in 2006. However, we have in development
several Regulation E investment funds that we will operate and cause to trade
publicly in the market. It is our intent to create a portfolio of Regulation E
funds under our management company that will invest in various opportunities
globally.
The Company through it publishing division, Millennium Publishing has two novels
completed and ready for publication. The first novel, Heirs to Murder will be
produced as an E-Book. The Company has created what we believe is a novel
concept in the publication of a novel. The Company will utilize the E-book
format to include in the internals of the book various multi-media content,
including but not limited to, audio and video materials. We have also completed
the novel Single Black Female: The Single Life for distribution during 2007.
However, there can be no assurance that we will generate net revenues from any
of these arrangements.
Operating Loss
The net loss form operations for the fiscal year 2006 resulted primarily from
the payment of legal and consulting fees related to our complete restructuring
of operations. Going forward in fiscal year 2007 legal and consulting fees
should remain constant as we initiate operations of our various subsidiary
businesses. We did no comparisons with previous years operating losses as we
have yet to generate any revenue.
Liquidity Resources
During Fiscal 2007, we anticipate continuing to pursue all possible funding
scenarios that will finance our business operations. We intend to seek financing
to fund our operations for the next twelve months through sales of our
securities and/or a combination of alternative financing structures including,
but not limited to, joint or co-ventures, licensing of projects, production
subsidies, debt financing, tax structured financing, a merger with or
acquisition of a foreign listed entity and partnerships for individual or
multiple projects. We are presently seeking sources of financing. However, we
are not certain that these financing transactions will close or whether we will
be able to obtain additional financing. We believe that it will be necessary for
us to raise at least $2,500,000 in order to meet our anticipated cash
requirements through December 31, 2007. There can be no assurances that we will
be successful in our efforts to raise this amount of additional financing. In
the event that we are unable to raise these funds, we will then be required to
delay our plans to grow our business and we will rely on our net revenues to
fund our operations.
Default of Agreements
We are not currently in default of any agreements or loan covenants.
In addition, we have accounts payable of $0.0 and accrued expenses in the
aggregate amount of $0.0.
We also have other no obligations which mature or may mature in the next twelve
months.
The nature of our business is such that significant cash outlays are required to
produce and acquire films, television programs, music soundtracks and albums.
However, Net Revenues from these projects are earned over an extended period of
27
time after their completion or acquisition. Accordingly, we will require a
significant amount of cash to fund our present operations and to continue to
grow our business. As our operations grow, our financing requirements are
expected to grow proportionately and we project the continued use of cash in
operating activities for the foreseeable future. Therefore we are dependent on
continued access to external sources of financing. Our current financing
strategy is to sell our equity securities to raise a substantial amount of our
working capital. We also plan to leverage investments in film and music
productions through operating credit facilities, co-ventures and single-purpose
production financing.
We plan to obtain financing commitments, including, in some cases, foreign
distribution commitments, to cover, on average, at least 50% of the budgeted
third-party costs of a project before commencing production. We plan to
outsource required services and functions whenever possible. We plan to use
independent contractors and producers, consultants and professionals to provide
those services necessary to operate the corporate and business operations in an
effort to avoid build up of overhead infrastructures, to maintain a flexible
organization and financial structure for productions and ventures and to be
responsive to business opportunities worldwide. Accordingly, once we raise at
least $2,500,000 in additional financing, we believe that the net proceeds from
that financing together with cash flow from operations, including our share of
future film production, will be available to meet known operational cash
requirements. In addition, we believe that our improved liquidity position will
enable us to qualify for new lines of credit on an as-needed basis.
These matters raise substantial doubt about our ability to continue as a
going concern. We will need to raise significant additional funding in order to
satisfy our existing obligations and to fully implement our business plan. There
can be no assurances that such funding will be available on terms acceptable to
us or at all. If we are unable to generate sufficient funds, particularly at
least $2,500,000, then we may be forced to cease or substantially curtail
operations.
We have not paid pay cash dividends on our common stock. However, we have
several shareholder enhancement programs in development that depending on market
conditions cause the company to declare and pay a cash dividend. We believe it
to be in the best interest of our stockholders to invest all available cash in
the expansion of our business.
ITEM 7. FINANCIAL STATEMENTS
Our consolidated financial statements for Fiscal Years 2006 and
footnotes related thereto are included within Item 13(a) of this report and may
be found at pages F-1 through F-6.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 3, 2004 we engaged the auditing firm of Kahn Boyd Levychin of 67
Wall St, NY, NY to complete a re-audit of our 2003 financial statements. Prior
to the engagement the company had never done any business with the firm or any
of its principals. Now known as KBL, LLP, the firm is engaged as the principal
auditing firm of the company and has completed the audit of our financial
statements for the fiscal year 2005. In March 20007 we engaged the auditing firm
of Norman Ross, PC, Certified Public Accountants. The firm is the principal
auditing firm of the company and was engaged to conduct the 2006 audit. The firm
of Kahn Boyd Levychin was not engaged for 2006.
28
ITEM 8A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2006, we carried out an evaluation of the
effectiveness of the design and operation of our "disclosure controls and
procedures" (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under
the supervision of our legal counsel, and with the participation of our
management, including Barry Thomas, our acting Chief Executive Officer. Based
upon that evaluation, Mr. Thomas, after consulting with our legal counsel,
concluded that our disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act are recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.
Changes in Internal Controls
There were no significant changes in our internal controls or, to our
knowledge, in other factors that could significantly affect our disclosure
controls and procedures subsequent to the date we carried out this evaluation.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH 16 (a) OF THE EXCHANGE ACT
The following table sets forth the names, ages and positions of our
directors and executive officers and executive officers of our major operating
subsidiaries as of December 31, 2006.
29
--------------------------------------------------------------------------------
Name Age Position with Company
--------------------------------------------------------------------------------
Barry Thomas` 49 Acting Chief Executive Officer
--------------------------------------------------------------------------------
30
All directors serve until their successors are duly elected and qualified.
Vacancies in the Board of Directors are filled by majority vote of the remaining
directors. The executive officers are elected by, and serve at the discretion of
the Board of Directors.
A brief description of the business experience during the past five years of our
director, our executive officers and our key employees is as follows:
Barry Thomas is the Chief Executive Officer and sole board member since August
2006. Mr. Thomas has experience in the real estate and insurance industry
through his personal company. Mr. Thomas is knowledgeable and has experience in
financial services and investment management.
There are no family relationships among any of our directors or executive
officers.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who are the beneficial owners of more than ten
percent of our common stock (collectively, the "Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish us with copies of these reports.
Code of Ethics
We have not adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer,
controller or persons performing similar functions. However, upon raising
additional capital financing necessary to hire additional executive officers we
intend to adopt a code of ethics applicable to our executive officers.
ITEM 10. EXECUTIVE COMPENSATION
Mr. Thomas is our acting Chief Executive Officer and has not been compensated by
the company during fiscal year 2006. Mr. Thomas does not have an employment
contract with the company.
We did not grant any stock options during Fiscal 2005. No options were exercised
by any of our executive officers in Fiscal 2005.
Long Term Incentive Plans
We currently do not have any long-term incentive plans.
31
Compensation of Directors
Our director is not compensated for any services provided as a director.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2006, certain
information with respect to beneficial ownership of our common stock as of
December 31, 2006 by:
each person known to us to be the beneficial owner of more than 5% of our common
stock; of each of our directors; of each of our executive officers; and all of
our executive officers and directors as a group.
Unless otherwise specified, we believe that all persons listed in the table
possess sole voting and investment power with respect to all shares of our
common stock beneficially owned by them. As of December 31, 2006: 398,233,385
shares of our common stock were issued and outstanding.
--------------------------------------------------------------------------------
Name Amount and Nature of Percentage of Class
Beneficial ownership
--------------------------------------------------------------------------------
Barry Thomas-Director, CEO None None
--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
There were no related party transactions occurring during fiscal year 2005.
There were no related party transactions occurring during fiscal year 2006.
The related party transaction rule governs the following type of persons:
1. Any director or executive officer of the small business issuer;
2. Any nominee for election as a director;
3. Any security holder named in response to Item 403; and
4. Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in paragraphs (a)(1) , (2)
or (3) of this Item.
32
The company did not conduct any business with its sole officer and director
Lamar Sinkfield nor any of his relatives. Nor did the company conduct any
business with any nominee for election as a director nor the family of any
nominee for election as director.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this report.
The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference.
Form Date Filed
---- ----------
Form 8-K .................................9/21/06
Form 8-K .................................10/21/06
Form 8-K .................................11/05/06
Form 8-k .................................11/28/06
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
----------
During Fiscal 2006, the aggregate fees billed for professional services rendered
by our principal auditor for the audit of our annual financial statements was
$5,000.00.
Audit-Related Fees
------------------
During Fiscal 2006, our principal accountant did not render assurance and
related services reasonably related to the performance of the audit or review of
financial statements.
Tax Fees
--------
During Fiscal 2006, our principal accountant did not render services to us for
tax compliance, tax advice and tax planning.
All Other Fees
--------------
During Fiscal 2006, there were no fees billed for products and services provided
by the principal accountant other than those set forth above.
Audit Committee Approval
------------------------
We do not presently have an audit committee. All of the services listed
above were approved by Barry Thomas, our Chief Executive Officer and sole
director.
33
SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized. Global 1 Investment Holdings Corporation.
By: /s/ Barry Thomas, CEO
Dated: April 20, 2007
Atlanta, GA.
34
Global 1 Investment Holdings Corporation.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
January 1, 2006 to December 31, 2006 Global 1 Investment Holdings Corporation.
DESCRIPTION PAGE
----------- ----
INDEPENDENT AUDITORS' REPORT ...........................................F-1
BALANCE SHEETS .........................................................F-2
STATEMENTS OF OPERATIONS ...............................................F-3
STATEMENT OF CHANGES IN STOCKHOLDERS'DEFICIT ...........................F-4-5
STATEMENTS OF CASH FLOWS ...............................................F-6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .............................F-7-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .............................F-9-10
Global 1 Investment Holdings Corporation
(A Development Stage Company)
For the Year Ended December 31, 2006 and
For the Period from Inception (August 23, 2003)
Through December 31, 2006
Table of Contents
Independent Registered Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Income F-3
Statement of Changes in Stockholders' Equity (Deficit) F-4
Statement of Changes in Stockholders' Equity (Deficit) F-5
Statement of Cash Flows F-6
Summary of Significant Accounting Policies F-7-8
Notes to the Financial Statements F-9-10
Independent Registered Auditors' Report
To the Board of Directors
Global 1 Investment Holdings Corporation
Atlanta, Georgia
We have audited the accompanying balance sheet of Global 1 Investment
Holdings Corporation (a development stage company) as of December 31,
2006 and related statements of operations, changes in stockholders'
deficit, and, cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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 presents
fairly, in all material respects, the financial position of Global 1
Investment Holdings Corporation as of December 31, 2006 and the results
of its operations and its cash flows for the year ended are in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to
the financial statements, the Company has suffered recurring losses
from operations, and is dependent upon the sale of equity securities or
other forms of financing to provide sufficient working capital to
maintain continuity. These circumstances create substantial doubt about
the company's ability to continue as a going concern. The financial
statements do not include any adjustments that might results from the
outcome of this uncertainty.
/s/ Norman H. Ross
NORMAN H. ROSS, PC
April 16, 2007
Norman H. Ross, PC
2255 Cumberland Pkwy
Building 800, Suite D
Atlanta, Georgia 30339
Telephone (770) 333-6445
Fax (770) 333-6415
F-1
Balance Sheet
ASSETS
CURRENT ASSETS
Cash $ 3,693
------------
3,693
FIXED ASSETS
Furniture and Equipment not yet placed in service 20,322
------------
20,322
------------
TOTAL ASSETS $ 24,015
============
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' DEFICIT
Preferred stock,( 100,0000,000 shares $.001
par value authorized, none issued and outstanding)
Common stock (1,000,000,000 shares $.001
par value authorized, 398,233,385 shares
issued and outstanding) $ 398,233
Additional paid-in capital 39,941,201
Accumulated deficit (40,315,419)
------------
TOTAL STOCKHOLDER'S EQUITY $ 24,015
============
F-2
Statement of Income
December 31, Inception through
2006 December 31, 2006
---- -----------------
REVENUE
Sales Income $ - $ -
------------- -------------
Total Revenue - -
GENERAL and ADMINISTRATIVE
Bank charges 75 442
Business development 6,815 6,815
Professional fees 724,000 2,487,007
------------- -------------
Total General and Administrative Expenses 730,890 2,494,264
NET LOSS $ (730,890) $ (2,494,264)
============= =============
Loss per weighted average shares of common
stock outstanding $ (0.0027) $ (0.0118)
Weighted average number of shares of common
stock outstanding 272,733,385 211,039,766
F-3
Statement of Changes in Stockholders Equity
Statement of Changes in Stockholders Equity Total
Common Stock Additional Accumulated Shareholders'
Shares Paid in Capital Profit (Loss) Deficit
------ --------------- ------------- -------
Balance, August 23, 2003 $ 151,765 $ 37,669,390 $(37,821,155) $ -
Recapitalization of common shares
of Group Management as acquire in merger with (75,883) 75,883 - -
Silver Screen Studios as acquirer
Common stock shares issued to
related parties for professional fees 41,001 369,006 - 410,007
Related party assets contributed coincident
to merger transaction:
Furniture and equipment - 20,322 - 20,322
Cash - 3,000 - 3,000
Net loss for period - - (410,031) (410,031)
------------ ------------ ------------ ------------
Balance, December 31, 2003 116,883 38,137,601 (38,231,186) 23,298
Common stock shares issued to
related parties for professional fees 51,600 1,223,900 - 1,275,500
Shareholder cash contributions - 3,850 - 3,850
Net loss for year ended December 31, 2004 - - (1,275,656) (1,275,656)
------------ ------------ ------------ ------------
Balance, December 31, 2004 168,483 39,365,351 (39,506,842) 26,992
Common stock shares issued to
related parties for professional fees 7,750 69,750 - 77,500
Net loss for year ended December 31, 2005 - - (77,687.00) (77,687)
------------ ------------ ------------ ------------
Balance, December 31, 2005 176,233 39,435,101 (39,584,529) 26,805
Common stock shares issued to
related parties for professional fees 222,000 502,000 - 724,000
Shareholders cash contributions - 4,100 - 4,100
Net loss for year ended December 31, 2006 - - (730,890) (730,890)
------------ ------------ ------------ ------------
Balance, December 31, 2006 $ 398,233 $ 39,941,201 $(40,315,419) $ 24,015
============ ============ ============ ============
F-4
Common stock shares issued and outstanding
Recapitalization of Group Management
common stock shares on August 23, 2003
coincident to merger with Silver Screen Studios, Inc. 75,882,685
Common stock shares issued to related parties for professional fees 41,000,700
-----------
Balance, December 31, 2003 116,883,385
Common stock shares issued to related parties for professional fees 51,600,000
-----------
Balance, December 31, 2004 168,483,385
Common stock shares issued to related parties for professional fees 7,750,000
-----------
Balance, December 31, 2005 176,233,385
Common stock shares issued to related parties for professional fees 222,000,000
-----------
Balance, December 31, 2006 398,233,385
===========
F-5
Summary of Cash Flows
December 31, Inception through
2006 December 31, 2006
---- -----------------
Cash flows from operating activities:
Net Loss $ (730,890) $(2,494,264)
Adjustments to reconcile net loss to
net cash used by operating activities
Cost of common stock issued to related parties for
professional fees 724,000 2,487,007
----------- -----------
Net cash used by
operating activities (6,890) (7,257)
----------- -----------
Cash flows from financing activities:
Cash contributed to the Company 4,100 10,900
----------- -----------
Net cash used by
financing activities 4,100 10,900
----------- -----------
Net change in cash and cash equivalents (2,790) 3,693
Cash and cash equivalents at beginning of year 6,483 -
----------- -----------
Cash and cash equivalents year-to-date $ 3,693 $ 3,693
=========== ===========
F-6
Global 1 Investment Holdings Corporation.
(A Development Stage Company)
Summary of Significant Accounting Policies
Organization and merger transaction
-----------------------------------
The corporation changed its name from Silver Screen Studios, Inc. to Global 1
Investment Holdings Corporation effective on November 3, 2006. The shareholder's
approval was obtained and there was no reverse split.
Silver Screen Studios, Inc. ("the Company") was organized to engage in the
business of the development, production, financing and distribution of
entertainment related products. The Company was incorporated in the State of
Georgia in May of 2003. The company is the result of a reverse holding company
merger formed by Group Management and SSSG Acquisition Corporation on August 23,
2003.
On August 23, 2003, pursuant to an agreement and plan of merger, the Company
converted on a one for one basis 75,882,665 of its $.001 par value common stock
in exchange for all of the issued and outstanding $.002 par value common stock
of Group Management Corporation in the same share amount. The plan called for
Group Management Corporation to merge into SSSG Acquisition Corp., a merger
related subsidiary of the Company, with the Company remaining as the successor
reporting entity pursuant to Section 12(g)(3) (see Note 4).
Since neither entity had any assets nor liabilities of substance prior to the
merger, for accounting purposes the acquisition has been treated as a
recapitalization of the shares of the Company with the Company as the acquirer
(reverse acquisition). The historical statements prior to August 23, 2003 are
those of the Company.
The company trades on the Over the Counter Bulletin Board under the symbol GOIH.
Development stage enterprise
----------------------------
The newly constituted Company has only been in existence as an operating entity
since August 23, 2003, and is the process of identifying and exploiting
commercially viable products that it can develop, produce and distribute. As
such, its planned principal operations had not as yet commenced as of December
31, 2006, nor had it had significant revenue from its inception to that date.
Consequently, the Company remains in the development stage, and its financial
statements have been presented consistent with that status.
See the independent registered auditors' report, and
accompanying notes to the financial statements.
F-7
Accounting basis and revenue recognition
----------------------------------------
The Company uses the accrual basis of accounting for financial statement and
income tax reporting. Expenses are realized when the obligation is incurred.
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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results may differ from these estimates.
Fixed assets
------------
Fixed assets are stated at cost. Depreciation will be computed using accelerated
methods, once the assets are placed in service, over the following estimated
useful lives:
Estimated
Depreciation useful life
------------------------------------------------ --------------
Furniture and fixtures 7 years
Equipment 5 years
Income taxes
------------
The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred income tax assets and liabilities are determined based upon the
differences between financial statement carrying amounts and the tax bases of
existing assets and liabilities. Deferred income taxes also are recognized for
operating losses that are available to offset future taxable income.
Valuation allowances are established when necessary to reduce deferred income
tax assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred income tax assets and liabilities.
See the independent registered auditors' report, and
accompanying notes to the financial statements.
F-8
Notes to the Financial Statements
1. INCOME TAXES
------------
The Company incurred no Georgia state income tax expense for the year ended
December 31, 2006.
The Company has net operating loss carryovers of $2,494,264 offset future
income tax. The net operating losses expire as follows:
December 31, 2018 $ 410,031
2019 1,275,656
2020 77,687
2021 730,890
2. OPERATING FACILITIES
--------------------
The Company maintains its offices 233 Peachtree Street, Suite 1225, Atlanta,
Ga.30303, in the premises of its law firm. Both parties have not as yet
agreed upon the terms for use of the space. The parties have agreed there
shall be no cost for the use of the space. Consequently, the Company has
occupied its limited office space on a "rent free" basis for the period from
inception (August 23, 2003) to December 31, 2006 and continues to do so.
3. LITIGATION
----------
The Company is currently not a party to any litigation that it is aware of.
Group Management Corporation, a predecessor entity to the merger transaction,
was relieved of certain debt obligations. These debt obligations were a
result of a legal dispute between Group Management Corporation's debt holders
and related to the rights to conversion of the debt to the common stock of
Group Management Corporation, prior to the merger transaction.
Group Management Corporation's debt obligation of $1.1 million reflected on
its books prior to the merger transaction and the related rights were
included as part of the estate. The estate of SSSG Acquisition Corporation
was closed pursuant to a judicial order, without distributions to the
holders, granted in United States Bankruptcy Court in the Northern District
of Georgia on November 4, 2004.
4. EQUITY TRANSACTIONS
-------------------
During the year ended December 31, 2006 the Company paid its legal services
providers and consultants a total of 222,000,000 shares of common stock,
which were valued at $724,000 (based on the publicly traded share price of
the Company's stock on the date the shares were issued) in exchange for legal
and consulting services.
During the period from inception (August 23, 2003) to December 31, 2005 the
company's legal service providers received a total of 67,570,000 shares of
common stock with an aggregate value of $1,235,000 based on publicly traded
share were issued, in the exchange for legal services. 7,750,000 valued at
$77,500 were issued during the year ended December 31, 2005 and 36,600,000
valued at $925,500 were issued during the year ended December 31, 2004 and
23,220,000 shares valued at $232,200 were issued during the period from
inception (August 23, 2003) to December 31, 2003.
F-9
Coincident to and in the immediate period since the merger transaction on
August 23, 2003, a shareholder contributed furniture and equipment
principally consisting of computer, sound and imaging equipment and software,
valued at his acquisition cost of $20,322 for no consideration. He also
contributed a total of $10,950 in cash to the Company of which $4,100 was
contributed during the year ended December 31, 2006 and $6,850 during the
period from inception (August 23, 2003) to December 31, 2005. Both the
contributed cash and the furniture and equipment have been reflected by the
Company via corresponding credits to additional paid-in capital aggregating
$10,950 and $23,322.
In addition, during the period (August 23, 2003) to December 31, 2004 the
Company has incurred marketing oriented consulting fees to various current
shareholders in the merged entity in exchange for a total of 32,780,700
shares of common stock with an aggregate value of $527,807 based on the
publicly traded share price on the date the shares were issued. 15,000,000
shares valued at $350,000 were issued during the year ended December 31, 2004
and 17,780,700 shares valued at $177,807 were issued during the period from
inception (August 23, 2003) to December 31, 2003.
5. GOING CONCERN
-------------
These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable period of time.
The Company incurred a net loss of $730,890 for the year ended December 31,
2006 and had incurred cumulative losses since inception of $2,494,264. The
Company's existence in the current and prior period has been dependent on
advances and contributions from related parties and other individuals, and
the issuance of equity securities in exchange for professional fees. The
ability of the Company to continue as a going concern is dependent on
generating revenue from its planned businesses and obtaining additional
capital and financing.
The Company's management is hopeful that its ongoing efforts to generate
revenue and raise additional capital through the sale of equity securities
and debt instruments will provide additional cash flows. However, there is no
assurance that the Company will be able to obtain additional funding.
The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Global 1 Investments Holdings Updates its 2007 Operational Plan
via COMTEX
April 25, 2007
ATLANTA, Apr 25, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB: GOIH), updates investors on strategic operations for 2007. Our symbol has returned today to GOIH after we have filed our yearly audit on Form 10KSB.
We will now implement our operational plans for fiscal year 2007 and beyond.
Registration of Classes of Stock for Dividends and Acquisitions.
We will register several classes of shares for dividends and acquisitions during the next several weeks. The shares will be used to acquire businesses or properties for inclusion into the portfolio of GOIH. We will also register each class of shares for trading on an exchange. Depending on an investor's preference, they will be able to invest in a class of shares that meets their investment objectives.
Business Plan and Operations for 2007:
The business plan of Global 1 is to act as a holding company for our strategic business units: Global 1 Entertainment, Global 1 Financial Services, and Global 1 Real Estate. Each of the business units will operate independently and have its own business plan. We are actively seeking businesses to acquire and funding for our operations.
Dividend Distribution Plan:
We are currently seeking to acquire businesses to incorporate into our investment banking/financial services operation. These businesses will form the foundation of our 2007 and beyond operations and will provide the cash flow and platform to acquire other businesses. Global private equity interests are at an all time high and internationally we are seeking strategic partners who seek dollar denominated assets.
As we have previously stated in prior information releases, our business model is based on a business for an 18-36 month time span. We are now four (4) months into the plan and we feel we have been successful in achieving the short term goals of improving the internal structure of the company and creating a platform for future growth.
Global 1 Financial Services:
Global 1 Financial Services will act as the financial unit for the holding company. Global 1 Financial Services will organize and operate the ten (10) Reg. E Funds and primarily operate as the funding source for the other business units. Global 1 Financial Services will launch the first two Reg. E Funds during 2007 to raise $10,000,000.00 for the real estate unit and to fund a venture capital fund. We will launch new funds as soon as the prior funds are completed.
Summary:
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1's behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-255-0400 Investor_relations@mindspring.com
via COMTEX
April 25, 2007
ATLANTA, Apr 25, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB: GOIH), updates investors on strategic operations for 2007. Our symbol has returned today to GOIH after we have filed our yearly audit on Form 10KSB.
We will now implement our operational plans for fiscal year 2007 and beyond.
Registration of Classes of Stock for Dividends and Acquisitions.
We will register several classes of shares for dividends and acquisitions during the next several weeks. The shares will be used to acquire businesses or properties for inclusion into the portfolio of GOIH. We will also register each class of shares for trading on an exchange. Depending on an investor's preference, they will be able to invest in a class of shares that meets their investment objectives.
Business Plan and Operations for 2007:
The business plan of Global 1 is to act as a holding company for our strategic business units: Global 1 Entertainment, Global 1 Financial Services, and Global 1 Real Estate. Each of the business units will operate independently and have its own business plan. We are actively seeking businesses to acquire and funding for our operations.
Dividend Distribution Plan:
We are currently seeking to acquire businesses to incorporate into our investment banking/financial services operation. These businesses will form the foundation of our 2007 and beyond operations and will provide the cash flow and platform to acquire other businesses. Global private equity interests are at an all time high and internationally we are seeking strategic partners who seek dollar denominated assets.
As we have previously stated in prior information releases, our business model is based on a business for an 18-36 month time span. We are now four (4) months into the plan and we feel we have been successful in achieving the short term goals of improving the internal structure of the company and creating a platform for future growth.
Global 1 Financial Services:
Global 1 Financial Services will act as the financial unit for the holding company. Global 1 Financial Services will organize and operate the ten (10) Reg. E Funds and primarily operate as the funding source for the other business units. Global 1 Financial Services will launch the first two Reg. E Funds during 2007 to raise $10,000,000.00 for the real estate unit and to fund a venture capital fund. We will launch new funds as soon as the prior funds are completed.
Summary:
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1's behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-255-0400 Investor_relations@mindspring.com
Huch schaut mal... Ein Lebenszeiche... Kurs geht hoch.... Wird das doch noch was mit GOIH?
Was stimmt jetzt eigentlich? GOIH oder GOIHE oder SSSU?
Was stimmt jetzt eigentlich? GOIH oder GOIHE oder SSSU?
Antwort auf Beitrag Nr.: 29.017.843 von Schnatzi am 26.04.07 17:32:00
Seit vorgestern wieder GOIH, da sie nun das Filling
erfüllt haben !!!
erfüllt haben !!!
Antwort auf Beitrag Nr.: 29.027.951 von fabian11 am 27.04.07 11:48:51
Steht auch in der Mail von chatterhand1
Steht auch in der Mail von chatterhand1
Hier wird es dieses Jahr noch gut abgehen... GOIH lebt!
April 30, 2007 10:00 AM
Global 1 Investments Holdings to Register Shares and Debt Instruments for Acquisitions and Financing
ATLANTA--(BUSINESS WIRE)--Global 1 Investment Holdings Corporation (OTCBB: GOIH - News), updates investors on strategic operations for 2007.
We will now implement our operational plans for fiscal year 2007 and beyond.
Registration of Classes of Stock.
Our legal counsel has begun the registration process to register three classes of shares on Form 8-A. Two classes of shares will be offered via a Regulation S offering to non U.S. residents, and it is our plan to have these shares trading on an overseas exchange to offer liquidity to the purchasers.
The third class of shares will be registered via a Form SB-2 registration to be offered to U.S. residents in an amount up to $50 million. We are registering these shares to trade on the NASDAQ market rather than the OTCBB. We feel we have reached the limits of our growth on the OTCBB. The organizational platform we have developed requires a stable capital base that the OTCBB cannot provide.
We are continually seeking an acquisition of an established company with revenues that we can acquire via a Form S-4 share exchange. To date we have reviewed several companies, however, none have met our criteria.
Debt Offering.
We are also in the process of registering a debt offering we have previously announced. The debt offering will be conducted within and outside the U.S. and will be available to all investor classes. The debt offering with use a credit default swap, (“CDS”) to insure the principal of the investors’ investment, as well as a portion of the debt offering will use the entertainment tax credit to provide a certain rate of return to investors.
Entertainment Tax Credits:
We are activating our entertainment film production unit to start development of several motion pictures and also the purchase of completed motion pictures using the shares we are registering. The projects we are developing will use the entertainment tax credit fund we created in 2006. A portion of the funds we raise will be used to acquire the latest in digital production equipment from Apple Computers, (NASDAQ:AAPL), http://www.apple.com/finalcutstudio/.
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1’s behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
Global 1 Investments Holdings to Register Shares and Debt Instruments for Acquisitions and Financing
ATLANTA--(BUSINESS WIRE)--Global 1 Investment Holdings Corporation (OTCBB: GOIH - News), updates investors on strategic operations for 2007.
We will now implement our operational plans for fiscal year 2007 and beyond.
Registration of Classes of Stock.
Our legal counsel has begun the registration process to register three classes of shares on Form 8-A. Two classes of shares will be offered via a Regulation S offering to non U.S. residents, and it is our plan to have these shares trading on an overseas exchange to offer liquidity to the purchasers.
The third class of shares will be registered via a Form SB-2 registration to be offered to U.S. residents in an amount up to $50 million. We are registering these shares to trade on the NASDAQ market rather than the OTCBB. We feel we have reached the limits of our growth on the OTCBB. The organizational platform we have developed requires a stable capital base that the OTCBB cannot provide.
We are continually seeking an acquisition of an established company with revenues that we can acquire via a Form S-4 share exchange. To date we have reviewed several companies, however, none have met our criteria.
Debt Offering.
We are also in the process of registering a debt offering we have previously announced. The debt offering will be conducted within and outside the U.S. and will be available to all investor classes. The debt offering with use a credit default swap, (“CDS”) to insure the principal of the investors’ investment, as well as a portion of the debt offering will use the entertainment tax credit to provide a certain rate of return to investors.
Entertainment Tax Credits:
We are activating our entertainment film production unit to start development of several motion pictures and also the purchase of completed motion pictures using the shares we are registering. The projects we are developing will use the entertainment tax credit fund we created in 2006. A portion of the funds we raise will be used to acquire the latest in digital production equipment from Apple Computers, (NASDAQ:AAPL), http://www.apple.com/finalcutstudio/.
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1’s behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
ab an die Nasdac !! husch husch !!!!
jetzt noch schreiben wann genau der Start an die Nasdac ist !
und alle sind glücklich !
und alle sind glücklich !
Hey Leute, was meint ihr, tut sich hier mal wieder was in nächster Zeit?
Antwort auf Beitrag Nr.: 29.265.530 von Schnatzi am 11.05.07 10:50:2710QSB: GLOBAL 1 INVESTMENT HOLDINGS CORP/GA
Last Update: 11:32 AM ET May 14, 2007
(EDGAR Online via COMTEX) -- Item 2. Management's Discussion and Analysis
Forward-Looking Statements; Market Data
Forward-Looking Statements: This report and other statements issued or made from time to time by Silver Screen Studios, Inc. contain statements which may constitute "Forward-Looking Statements" within the meaning of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934 by the Private Securities Litigation Reform Act of 1995, 15 U.S.C.A. Sections 77Z-2 and 78U-5 (SUPP. 1996). Those statements include statements regarding the intent, belief or current expectations of the Company, its officers and directors and the officers and directors of the Company's subsidiaries as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
We make forward-looking statements in this management discussion and analysis. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations, intentions and assumptions and other statements that are not historical facts. We generally intend the, words "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.
This discussion contains certain estimates and plans related to the industry in which we operate. The estimates and plans assume that certain events, trends and activities will occur, of which there can be no assurance. In particular, we do not know the future level of growth of the industry we operate in, and particularly the level of growth of the entertainment industry and our ability to implement our plan of operations for selling entertainment products and services on-line and through direct marketing based upon our business model. Following the end of the quarter ended Sept. 30, 2005, we commenced implementation of our plan to increase our operating cash flows by the production of entertainment related products. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth from our business operations may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.
Current Operations:
For the quarter ended on March 30, 2007 the Company was in the process of restructuring its current operations. The Company felt it was in the best interest of the shareholders to diversify its business model to include strategic business units in the areas of real estate, entertainment and financial services.
The Company hired a real estate consultant to assist it in the evaluation of opportunities and to assist it in the formation of a business plan in the real estate sector. To date the Company has identified several opportunities and will upon financing, undertake to commence operations. We feel given our resources and abilities, our resources should be focused on the financing and acquisition of distressed assets. The distressed assets sectors will allow us to acquire assets and redeploy the asset with a minimum capital investment. It is our future plan to acquire distresses assets in bulk to establish economies of scale and financing opportunities.
We feel the entertainment industry offers the Company an avenue where the barriers to entry are such that the Company can enter and achieve a competitive position given its resources. We have the current ability and expertise to develop and produce small feature films and videos for a direct to the consumer distribution model. Our competitive advantage is that we own the means of production and we originate and develop our creative ideas in-house, hence we do not have the developmental costs our competitors have.
If our assumptions are wrong about any events, trends and activities, then our estimates for future growth from our business operations may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.
Our business operations are very cash intensive, and currently we do not have the capital resources to fund our production operations. However, our legal counsel and internal investment banking unit are exploring the process of registering an offering to raise funds to fund our projects. However, we can offer no assurances that we will raise any funds from the sale of our financial instruments. We are in development of several websites and streaming media sites that will allow us to distribute our content to a global audience. The development of the streaming websites we anticipate will increase the company's potential to generate revenue, but there are no assurances the projects will be successful.
PUBLISHING AND MEDIA DIVISION
Our wholly owned operating division Millennium Publishing is the literary content acquisition vehicle used by the company to source and to develop literary content that is adapted or developed into screenplays that the company develops into video or film projects. As of the end of the second quarter, Millennium Publishing has completed two novels, Heirs to Murder and Murder Times 2.
We feel the publishing industry offers the Company an opportunity to enter an industry where the capital outlay is minimum, but the real can be enormous. The publishing industry's financing dynamics suite our cash flow position where we can acquire the rights to a projects for a minimum up front cost and the costs resulting to the company will be the publication, marketing and distribution fees. We believe that out experience in the media production sector will give us a cost advantage in the production of marketing material that out similar situated competitor do not enjoy.
The novel Heirs to Murder has also been adapted into a feature length screenplay. Both novels will be released to the public as e-books and a limited print edition of each novel will also be released. We have also acquired the rights to two additional novels, The Set-Up and The Single Life. We anticipate that both of these novels will be released during the coming quarter. If successful in their release, these projects will provide the Company with a cash flow source that can be leveraged to finance other company projects.
Our current plans regarding Millennium Publishing is the development of a third novel, Unit 1-A, the first draft has been completed and the editing process will commence once we receive the manuscript from the writer. We intend to develop the novel Unit 1-A into a feature length screenplay and if the monetary resources permit which we estimate at $2.5 million, we will then begin production on a feature length film project of the screenplay.
We have partnered with a joint venture partner to development novels, films and other entertainment related products. Our joint venture partner assists us in the development, financing and production of our projects
We are also developing the third installment of the action adventure series tentatively title: The Root of All Evil: The Final Battle. This installment will complete a trilogy beginning with Heirs to Murder, Unit 1-A and The Root of All Evil: The Final Battle. The company anticipates it will use in its ABS financing model to fund the production of the series. Each of the novels will be released as e-books as well as limited print versions and furthermore, each developed into a feature length scripts for either direct to DVD or a limited theatrical exhibition.
PRODUCTION DIVISION
The company conducts its production operations through its wholly owned subsidiary GreenLight Productions, Inc. GreenLight Productions, Inc. acts as the primary production company on all of the company's projects as well as out sourced projects. Greenlight Productions' equipment consists of 3 Apple Computers, G-5, 2.0 Dual processor workstations all equipped with Final Cut Pro HD as well as Shake 3.5, Adobe After Effects 6.5, Adobe Photoshop, Adobe Illustrator, Logic Pro 6.5, DVD Pro 3.0 as well as numerous other specialized production software. The G-5 HD workstation is also equipped with the AJA Kona HD card as well as the breakout module. Greenlight Productions also has the use of 2 Panasonic DVX-100A 24p production cameras both equipped with the anamorphic lens adapter for widescreen HD production. Greenlight recently acquired the use of the Lowell Super Ambi light kit to assists it in its production capabilities.
Moreover, Greenlight has recently acquired a 10'x24' green screen as well as a 15'x24' blue screen to be used in its chroma keying production capacity. In addition to the above the company has acquired for evaluation a Samsung 23" HD LCD monitor that, if acquired, will be used in a color grading suite consisting of an Apple G-5, 2.0 dual processor, using the Synthetic Aperture Color Grading Software, Keylight. We believe acquisition of the Keylight software will give the company a strategic cost advantage over it competitors because the company will be able to color grade its productions in-house and save the estimated $350 per hour post production houses charge for the equivalent service.
FINANCING OPERATIONS
The company conducts its financing operations through its wholly owned subsidiary Media Finance Corporation, ("MFC"). MFC is organized to use asset backed securities, ("ABS") as well as traditional means of financing to raise operating capital to fund the company's operations. MFC developed an off balance sheet asset backed securities, (ABS) financing model to assists in raising capital to fund the company's operations. The ABS financing model uses the intellectual property developed or acquired by the company, and projects a cash flow analysis of the revenue streams of the intellectual property and through special propose entities issues debt or equity backed by the cash flows of the intellectual property. The company is considering plans to will allow MFC to file its own registration statement and trade in the market under its own ticker.
Our restructuring activities include a financial services strategic business unit. It is our plans to develop the SBU into a multi line commercial financing operation. Our initial focus will be on establishing relationships in the commercial real estate financing sector and designing financial instruments that will enable the Company to finance it on going operations.
We are exploring ways to utilize the Georgia Investment Tax Credits for Film Productions, as well as the Federal Tax Credit for Film Production.
Results of Operations - For the Three-Month Period Ended March 30, 2007.
Revenues. We generated no revenue during the quarter ended March 30, 2007.
Cost of revenues. We generated no revenues during the quarter ended March 30, 2007. However, we incurred consulting expenses associated with the restructuring of our business operations during the period.
Gross Margin. Because we generated no revenue during the quarter ended March 30, 2007, we have a negative gross margin due to the incurring of operating expenses.
Operating Expenses. Our operating expenses consist primarily of professional and consulting services expenses. We had operating expenses for the three-month period ended March 30, 2007 of $0 compared to operating expenses of $0 during the same period in the prior year. Our operating expenses increased due to costs associated with our restructuring activities.
Net Loss. Our net loss for the three-month period ended March 30, 2007 was $0 compared to a net loss of $0 during the same period in the prior year. The increase in our net loss was primarily due to the incurring of legal fees and consulting and professional fees.
Liquidity and Capital Resources.
At March 30, 2007, we had total current tangible assets of $24,015 compared to total current assets of $24,015 for the same period ending 2006. Our intellectual property consisting of manuscripts and screenplays has not been valued as of the end of the period. Upon completion of the development phase of each project and the placing into service of each project, a value will be place on each project.
We had fixed assets of $20,322 at March 30, 2007, compared to fixed assets of $20,233 at March 30, 2007.
Our total current liabilities are $0.0 as of March 30, 2007 compared to total current liabilities of $0 as of Sept. 30, 2005. We had no long-term liabilities as of March 30, 2007. We have incurred no long term liabilities during the periods ending on March 30, 2007.
We had a cash flow from operations of $ negative 0.0 during the three-month period ended March 30, 2007 compared to a negative cash flow from operations of $0.0 during the three-month period ended Sept. 30, 2005. This negative cash flow from operations during the three-month period ended March 30, 2007 is principally the result of non-cash compensation. We had $0.0 in cash used in investing activities during the three-month period ended March 30, 2007 compared to cash used of $36 during the same period in the prior year.
We do not have existing capital resources available that are sufficient to fund our operations and capital requirements as presently planned over the next twelve months. We are actively pursuing additional funds through the issuance of debt and/or equity instruments. There can be no assurance that additional funds will become available at terms and conditions satisfactory to the Company, if at all. As discussed in Note 8 to the financial statements, the Company has suffered losses from operations, and is dependent upon management and/or shareholders to provide sufficient working capital to maintain continuity. These circumstances create substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our limited capital resources and negative cash flow from operations may make it difficult to borrow funds. The amount and nature of any borrowing by us will depend on numerous factors, including our capital requirements, potential lenders' evaluation of our ability to meet debt service on borrowing and the then prevailing conditions in the financial markets, as well as general economic conditions. To the extent that additional debt financing proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.
May 14, 2007
(c) 1995-2007 Cybernet Data Systems, Inc. All Rights Reserved End of Story
Last Update: 11:32 AM ET May 14, 2007
(EDGAR Online via COMTEX) -- Item 2. Management's Discussion and Analysis
Forward-Looking Statements; Market Data
Forward-Looking Statements: This report and other statements issued or made from time to time by Silver Screen Studios, Inc. contain statements which may constitute "Forward-Looking Statements" within the meaning of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934 by the Private Securities Litigation Reform Act of 1995, 15 U.S.C.A. Sections 77Z-2 and 78U-5 (SUPP. 1996). Those statements include statements regarding the intent, belief or current expectations of the Company, its officers and directors and the officers and directors of the Company's subsidiaries as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
We make forward-looking statements in this management discussion and analysis. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations, intentions and assumptions and other statements that are not historical facts. We generally intend the, words "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.
This discussion contains certain estimates and plans related to the industry in which we operate. The estimates and plans assume that certain events, trends and activities will occur, of which there can be no assurance. In particular, we do not know the future level of growth of the industry we operate in, and particularly the level of growth of the entertainment industry and our ability to implement our plan of operations for selling entertainment products and services on-line and through direct marketing based upon our business model. Following the end of the quarter ended Sept. 30, 2005, we commenced implementation of our plan to increase our operating cash flows by the production of entertainment related products. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth from our business operations may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.
Current Operations:
For the quarter ended on March 30, 2007 the Company was in the process of restructuring its current operations. The Company felt it was in the best interest of the shareholders to diversify its business model to include strategic business units in the areas of real estate, entertainment and financial services.
The Company hired a real estate consultant to assist it in the evaluation of opportunities and to assist it in the formation of a business plan in the real estate sector. To date the Company has identified several opportunities and will upon financing, undertake to commence operations. We feel given our resources and abilities, our resources should be focused on the financing and acquisition of distressed assets. The distressed assets sectors will allow us to acquire assets and redeploy the asset with a minimum capital investment. It is our future plan to acquire distresses assets in bulk to establish economies of scale and financing opportunities.
We feel the entertainment industry offers the Company an avenue where the barriers to entry are such that the Company can enter and achieve a competitive position given its resources. We have the current ability and expertise to develop and produce small feature films and videos for a direct to the consumer distribution model. Our competitive advantage is that we own the means of production and we originate and develop our creative ideas in-house, hence we do not have the developmental costs our competitors have.
If our assumptions are wrong about any events, trends and activities, then our estimates for future growth from our business operations may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.
Our business operations are very cash intensive, and currently we do not have the capital resources to fund our production operations. However, our legal counsel and internal investment banking unit are exploring the process of registering an offering to raise funds to fund our projects. However, we can offer no assurances that we will raise any funds from the sale of our financial instruments. We are in development of several websites and streaming media sites that will allow us to distribute our content to a global audience. The development of the streaming websites we anticipate will increase the company's potential to generate revenue, but there are no assurances the projects will be successful.
PUBLISHING AND MEDIA DIVISION
Our wholly owned operating division Millennium Publishing is the literary content acquisition vehicle used by the company to source and to develop literary content that is adapted or developed into screenplays that the company develops into video or film projects. As of the end of the second quarter, Millennium Publishing has completed two novels, Heirs to Murder and Murder Times 2.
We feel the publishing industry offers the Company an opportunity to enter an industry where the capital outlay is minimum, but the real can be enormous. The publishing industry's financing dynamics suite our cash flow position where we can acquire the rights to a projects for a minimum up front cost and the costs resulting to the company will be the publication, marketing and distribution fees. We believe that out experience in the media production sector will give us a cost advantage in the production of marketing material that out similar situated competitor do not enjoy.
The novel Heirs to Murder has also been adapted into a feature length screenplay. Both novels will be released to the public as e-books and a limited print edition of each novel will also be released. We have also acquired the rights to two additional novels, The Set-Up and The Single Life. We anticipate that both of these novels will be released during the coming quarter. If successful in their release, these projects will provide the Company with a cash flow source that can be leveraged to finance other company projects.
Our current plans regarding Millennium Publishing is the development of a third novel, Unit 1-A, the first draft has been completed and the editing process will commence once we receive the manuscript from the writer. We intend to develop the novel Unit 1-A into a feature length screenplay and if the monetary resources permit which we estimate at $2.5 million, we will then begin production on a feature length film project of the screenplay.
We have partnered with a joint venture partner to development novels, films and other entertainment related products. Our joint venture partner assists us in the development, financing and production of our projects
We are also developing the third installment of the action adventure series tentatively title: The Root of All Evil: The Final Battle. This installment will complete a trilogy beginning with Heirs to Murder, Unit 1-A and The Root of All Evil: The Final Battle. The company anticipates it will use in its ABS financing model to fund the production of the series. Each of the novels will be released as e-books as well as limited print versions and furthermore, each developed into a feature length scripts for either direct to DVD or a limited theatrical exhibition.
PRODUCTION DIVISION
The company conducts its production operations through its wholly owned subsidiary GreenLight Productions, Inc. GreenLight Productions, Inc. acts as the primary production company on all of the company's projects as well as out sourced projects. Greenlight Productions' equipment consists of 3 Apple Computers, G-5, 2.0 Dual processor workstations all equipped with Final Cut Pro HD as well as Shake 3.5, Adobe After Effects 6.5, Adobe Photoshop, Adobe Illustrator, Logic Pro 6.5, DVD Pro 3.0 as well as numerous other specialized production software. The G-5 HD workstation is also equipped with the AJA Kona HD card as well as the breakout module. Greenlight Productions also has the use of 2 Panasonic DVX-100A 24p production cameras both equipped with the anamorphic lens adapter for widescreen HD production. Greenlight recently acquired the use of the Lowell Super Ambi light kit to assists it in its production capabilities.
Moreover, Greenlight has recently acquired a 10'x24' green screen as well as a 15'x24' blue screen to be used in its chroma keying production capacity. In addition to the above the company has acquired for evaluation a Samsung 23" HD LCD monitor that, if acquired, will be used in a color grading suite consisting of an Apple G-5, 2.0 dual processor, using the Synthetic Aperture Color Grading Software, Keylight. We believe acquisition of the Keylight software will give the company a strategic cost advantage over it competitors because the company will be able to color grade its productions in-house and save the estimated $350 per hour post production houses charge for the equivalent service.
FINANCING OPERATIONS
The company conducts its financing operations through its wholly owned subsidiary Media Finance Corporation, ("MFC"). MFC is organized to use asset backed securities, ("ABS") as well as traditional means of financing to raise operating capital to fund the company's operations. MFC developed an off balance sheet asset backed securities, (ABS) financing model to assists in raising capital to fund the company's operations. The ABS financing model uses the intellectual property developed or acquired by the company, and projects a cash flow analysis of the revenue streams of the intellectual property and through special propose entities issues debt or equity backed by the cash flows of the intellectual property. The company is considering plans to will allow MFC to file its own registration statement and trade in the market under its own ticker.
Our restructuring activities include a financial services strategic business unit. It is our plans to develop the SBU into a multi line commercial financing operation. Our initial focus will be on establishing relationships in the commercial real estate financing sector and designing financial instruments that will enable the Company to finance it on going operations.
We are exploring ways to utilize the Georgia Investment Tax Credits for Film Productions, as well as the Federal Tax Credit for Film Production.
Results of Operations - For the Three-Month Period Ended March 30, 2007.
Revenues. We generated no revenue during the quarter ended March 30, 2007.
Cost of revenues. We generated no revenues during the quarter ended March 30, 2007. However, we incurred consulting expenses associated with the restructuring of our business operations during the period.
Gross Margin. Because we generated no revenue during the quarter ended March 30, 2007, we have a negative gross margin due to the incurring of operating expenses.
Operating Expenses. Our operating expenses consist primarily of professional and consulting services expenses. We had operating expenses for the three-month period ended March 30, 2007 of $0 compared to operating expenses of $0 during the same period in the prior year. Our operating expenses increased due to costs associated with our restructuring activities.
Net Loss. Our net loss for the three-month period ended March 30, 2007 was $0 compared to a net loss of $0 during the same period in the prior year. The increase in our net loss was primarily due to the incurring of legal fees and consulting and professional fees.
Liquidity and Capital Resources.
At March 30, 2007, we had total current tangible assets of $24,015 compared to total current assets of $24,015 for the same period ending 2006. Our intellectual property consisting of manuscripts and screenplays has not been valued as of the end of the period. Upon completion of the development phase of each project and the placing into service of each project, a value will be place on each project.
We had fixed assets of $20,322 at March 30, 2007, compared to fixed assets of $20,233 at March 30, 2007.
Our total current liabilities are $0.0 as of March 30, 2007 compared to total current liabilities of $0 as of Sept. 30, 2005. We had no long-term liabilities as of March 30, 2007. We have incurred no long term liabilities during the periods ending on March 30, 2007.
We had a cash flow from operations of $ negative 0.0 during the three-month period ended March 30, 2007 compared to a negative cash flow from operations of $0.0 during the three-month period ended Sept. 30, 2005. This negative cash flow from operations during the three-month period ended March 30, 2007 is principally the result of non-cash compensation. We had $0.0 in cash used in investing activities during the three-month period ended March 30, 2007 compared to cash used of $36 during the same period in the prior year.
We do not have existing capital resources available that are sufficient to fund our operations and capital requirements as presently planned over the next twelve months. We are actively pursuing additional funds through the issuance of debt and/or equity instruments. There can be no assurance that additional funds will become available at terms and conditions satisfactory to the Company, if at all. As discussed in Note 8 to the financial statements, the Company has suffered losses from operations, and is dependent upon management and/or shareholders to provide sufficient working capital to maintain continuity. These circumstances create substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our limited capital resources and negative cash flow from operations may make it difficult to borrow funds. The amount and nature of any borrowing by us will depend on numerous factors, including our capital requirements, potential lenders' evaluation of our ability to meet debt service on borrowing and the then prevailing conditions in the financial markets, as well as general economic conditions. To the extent that additional debt financing proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.
May 14, 2007
(c) 1995-2007 Cybernet Data Systems, Inc. All Rights Reserved End of Story
http://www.silverscreenstudiogroup.com/greenlight_production…
www.greenlightproductions.com.au/default.htm
Hier mal zwei links zu den Töchtern....
www.greenlightproductions.com.au/default.htm
Hier mal zwei links zu den Töchtern....
Meint ihr hier geht noch was in den nächsten Wochen?
Antwort auf Beitrag Nr.: 29.321.126 von Schnatzi am 15.05.07 10:56:57In den nexten Wochen kann man schlecht sagen ... aber in diesem Jahr wird noch was gehen....
Grüsse
Grüsse
Global 1 to become an International Operational Institutional Investor
via COMTEX
May 17, 2007
ATLANTA, May 17, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.global1inc.com discusses strategic initiatives, acquisition plans, funding and growth ideas.
Our annual audit and quarterly financial statements have been filed and we are embarking on our strategic plans for 2007 and beyond. Different portions of the plan will be unveiled during the next several months and the results will be announced as we complete the various phases of the plan.
Business Mission: Operational Institutional Investor.
Our plan which we believe is a first for a publicly traded company is to become an International Operational Institutional Investor, ("IOII") accessing capital globally in various currencies in domestic and foreign capital markets. Our business mission is to be a full service financing operation financing projects in real estate, entertainment and financial services.
How we will raise capital:
We believe that the Japanese Yen provides the perfect carry trade mechanism to borrow capital at an extremely low interest rate, i.e., 0.5 percent, (0.5%) and deploy that capital in other markets earning a higher rate of return. The implied interest rate arbitrage can be hedged and converted into currencies yielding a higher rate of return and is readily available for those with the financial expertise to execute the trade. Our capital markets group has developed a trade where we plan to borrow Yen and covert into dollars for investment in the USA. Our Reg. S Funds will be used to execute these trades for international investors.
Strategic Initiatives:
Global 1 has developed several strategic initiatives which we will launch in 2007. Our first initiative will be to officially launch our Reg. E Funds and close on an acquisition. We have $10 million in equity from our first two funds which we will use along with cash, via a PIPE deal structured with a credit default swap, to acquire an operating business and enter into a business combination with GOIH.
The resulting company will form the foundation to acquire other businesses using the cash flow from the business combinations and the equity price of the business combinations.
Real Estate and Entertainment Focused Reg. E Fund and Reg. S Funds:
A specially focused Reg. E Fund for $5,000,000.00 and a $25,000,000.00 Reg. S Fund for international investors have been created as companions for the Entertainment Tax Credit Fund. The Reg. E and Reg. S Funds will be joint ventures that will invest equity along with the Tax Credit Fund to cover production budgets.
Real Estate Sector:
We have identified what we believe is an unprecedented opportunity in the residential real estate sector. Due to the recent implosion of the subprime financing market, numerous properties are available by distressed builders at substantial discounts. It is our plan to joint venture with builders with excess inventory and provide a financing mechanism to address the subprime market sector. Our strategy is to provide the funding via our capital markets expertise to fill the void currently existing in the market.
We believe our strategy is the first to address a root problem of the subprime financing sector: financing at a fixed rate with equity participation by the builder.
FAQ:
Why should Global 1 move to the NASDAQ Market?
a. Global 1 believes that many small companies' shares are manipulated by market participants in the OTCBB market. The NASDAQ market has disclosure rules preventing many of the tricks occurring in the OTCBB market. We feel the move will strengthen our company and protect our shareholders investment. Once we acquire the capital via the Yen carry trade we will have the asset foundation to move to a market where investor protections are taken seriously.
What will happen to the current shares of GOIH trading on the OTCBB?
b. The current shares of GOIH will continue to trade on the OTCBB. We are creating several new classes of shares with various features that will not trade on the OTCBB, but will be available on different markets globally. We plan to pay the dividend announced as soon as we implement portions of our plan.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
Copyright Business Wire 2007
via COMTEX
May 17, 2007
ATLANTA, May 17, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.global1inc.com discusses strategic initiatives, acquisition plans, funding and growth ideas.
Our annual audit and quarterly financial statements have been filed and we are embarking on our strategic plans for 2007 and beyond. Different portions of the plan will be unveiled during the next several months and the results will be announced as we complete the various phases of the plan.
Business Mission: Operational Institutional Investor.
Our plan which we believe is a first for a publicly traded company is to become an International Operational Institutional Investor, ("IOII") accessing capital globally in various currencies in domestic and foreign capital markets. Our business mission is to be a full service financing operation financing projects in real estate, entertainment and financial services.
How we will raise capital:
We believe that the Japanese Yen provides the perfect carry trade mechanism to borrow capital at an extremely low interest rate, i.e., 0.5 percent, (0.5%) and deploy that capital in other markets earning a higher rate of return. The implied interest rate arbitrage can be hedged and converted into currencies yielding a higher rate of return and is readily available for those with the financial expertise to execute the trade. Our capital markets group has developed a trade where we plan to borrow Yen and covert into dollars for investment in the USA. Our Reg. S Funds will be used to execute these trades for international investors.
Strategic Initiatives:
Global 1 has developed several strategic initiatives which we will launch in 2007. Our first initiative will be to officially launch our Reg. E Funds and close on an acquisition. We have $10 million in equity from our first two funds which we will use along with cash, via a PIPE deal structured with a credit default swap, to acquire an operating business and enter into a business combination with GOIH.
The resulting company will form the foundation to acquire other businesses using the cash flow from the business combinations and the equity price of the business combinations.
Real Estate and Entertainment Focused Reg. E Fund and Reg. S Funds:
A specially focused Reg. E Fund for $5,000,000.00 and a $25,000,000.00 Reg. S Fund for international investors have been created as companions for the Entertainment Tax Credit Fund. The Reg. E and Reg. S Funds will be joint ventures that will invest equity along with the Tax Credit Fund to cover production budgets.
Real Estate Sector:
We have identified what we believe is an unprecedented opportunity in the residential real estate sector. Due to the recent implosion of the subprime financing market, numerous properties are available by distressed builders at substantial discounts. It is our plan to joint venture with builders with excess inventory and provide a financing mechanism to address the subprime market sector. Our strategy is to provide the funding via our capital markets expertise to fill the void currently existing in the market.
We believe our strategy is the first to address a root problem of the subprime financing sector: financing at a fixed rate with equity participation by the builder.
FAQ:
Why should Global 1 move to the NASDAQ Market?
a. Global 1 believes that many small companies' shares are manipulated by market participants in the OTCBB market. The NASDAQ market has disclosure rules preventing many of the tricks occurring in the OTCBB market. We feel the move will strengthen our company and protect our shareholders investment. Once we acquire the capital via the Yen carry trade we will have the asset foundation to move to a market where investor protections are taken seriously.
What will happen to the current shares of GOIH trading on the OTCBB?
b. The current shares of GOIH will continue to trade on the OTCBB. We are creating several new classes of shares with various features that will not trade on the OTCBB, but will be available on different markets globally. We plan to pay the dividend announced as soon as we implement portions of our plan.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
Copyright Business Wire 2007
Antwort auf Beitrag Nr.: 29.360.275 von chatterhand1 am 17.05.07 17:29:51Was heißt das jetzt auf deutsch?
Schlusskurs
0.0060
Trade Time: 3:57PM ET
Change: Up 0.0020 (50.00%)
0.0060
Trade Time: 3:57PM ET
Change: Up 0.0020 (50.00%)
Antwort auf Beitrag Nr.: 29.360.275 von chatterhand1 am 17.05.07 17:29:51Anscheinend positiv zu bewerten...
Antwort auf Beitrag Nr.: 29.372.425 von Schnatzi am 18.05.07 14:45:02
hm scheint so ....
mal schauen wie es heut weiter geht
hm scheint so ....
mal schauen wie es heut weiter geht
Antwort auf Beitrag Nr.: 29.372.493 von Baembi am 18.05.07 14:49:17Tut sich bisher nicht... Normalerweise hab ich gedacht, sollte der Kurs anziehen, nach dem sie gestern veröffentlicht haben, dass sie Investoren haben...
wird schon wie ich gerade sehe
Hey das sieht doch mal gut aus heute... Sollte doch auch mal ein paar Tage so weitergehen, dann seh ich hier wieder richtig gutes Kurspotential..
Global 1 Discusses Phase One of Capital Raising using Structured Financial Instruments
via COMTEX
May 23, 2007
ATLANTA, May 23, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.global1inc.com, discusses phase one of capital formation and business development.
Financing of Projects: Reg. E and Reg. S Funds:
Implementing our plan to become an International Operational Institutional Investor, our auditor has completed the audit of two Reg. E Funds to raise $10.0 million in equity: a high yield real estate fund and a venture capital fund. The capital authorized from these two funds and a PIPE with a credit default swap with notional principal of $20 million will give us the capital base to acquire an operating business.
The Form S-4 will be used to register the combined equity and move to the NASDAQ exchange. We believe we can acquire a business with EBITDA of $30 million. The cash flow and free trading equity from this business combination will be reinvested to acquire another business.
Business Model Development:
We believe we have created a unique vertically integrated financial services business structure as discussed below with each part of the model supporting the other elements of the business model.
Capital Raising Elements:
Global 1 Structured Credit Corporation:
Global 1 Structured Credit Corporation, ("SCC") is our external counterparty for our derivative transactions, i.e., credit default swaps and other derivatives we have designed to allow us to finance our transactions in the capital markets. SCC's primary focus is the structuring of equity and credit derivative instruments for the global capital markets using 144A and Reg. S funding structures.
G1 $2.150 Billion Global Investment Notes:
SCC has designed a structure, via credit default swap and total return equity swap transactions, to guarantee the "principal" and "rate of return" to investors of our G1 Global Investment Notes, ("GINs"). The proceeds from the GINs will be used to:
-- capitalize an investment bank
-- bulk purchase distressed real estate
-- purchase an asset manager
-- fund our operations
-- allow us to move from the OTCBB to the NASDAQ market
-- pay a dividend to our investors
-- list our new shares globally on other exchanges.
Entertainment Tax Credit Production Notes:
Using the above structured financial instrument mechanism, and using SCC as the counterparty, Section 181 of the IRS code provides an investor a 100% deduction for an investment in a US produced production budgeted under $20 million. Our entertainment derivative instrument will "guarantee" the investor the return of principal as well as a return based on the risk profile of the investor. We at Global 1 feel this structure will assure our success in financing projects.
Global Operations Principles:
We at Global 1 feel we are one step away from a major breakout in our performance. All we currently lack is access to capital. The liquidity in the global capital markets is at an all time high and we have designed a business structure to gain access to this liquidity. Our growth will be rapid once we obtain the capital.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
Copyright Business Wire 2007
Print story
Current Quote
OBB: GOIH
Diversified Investments
Last: 0.005
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via COMTEX
May 23, 2007
ATLANTA, May 23, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.global1inc.com, discusses phase one of capital formation and business development.
Financing of Projects: Reg. E and Reg. S Funds:
Implementing our plan to become an International Operational Institutional Investor, our auditor has completed the audit of two Reg. E Funds to raise $10.0 million in equity: a high yield real estate fund and a venture capital fund. The capital authorized from these two funds and a PIPE with a credit default swap with notional principal of $20 million will give us the capital base to acquire an operating business.
The Form S-4 will be used to register the combined equity and move to the NASDAQ exchange. We believe we can acquire a business with EBITDA of $30 million. The cash flow and free trading equity from this business combination will be reinvested to acquire another business.
Business Model Development:
We believe we have created a unique vertically integrated financial services business structure as discussed below with each part of the model supporting the other elements of the business model.
Capital Raising Elements:
Global 1 Structured Credit Corporation:
Global 1 Structured Credit Corporation, ("SCC") is our external counterparty for our derivative transactions, i.e., credit default swaps and other derivatives we have designed to allow us to finance our transactions in the capital markets. SCC's primary focus is the structuring of equity and credit derivative instruments for the global capital markets using 144A and Reg. S funding structures.
G1 $2.150 Billion Global Investment Notes:
SCC has designed a structure, via credit default swap and total return equity swap transactions, to guarantee the "principal" and "rate of return" to investors of our G1 Global Investment Notes, ("GINs"). The proceeds from the GINs will be used to:
-- capitalize an investment bank
-- bulk purchase distressed real estate
-- purchase an asset manager
-- fund our operations
-- allow us to move from the OTCBB to the NASDAQ market
-- pay a dividend to our investors
-- list our new shares globally on other exchanges.
Entertainment Tax Credit Production Notes:
Using the above structured financial instrument mechanism, and using SCC as the counterparty, Section 181 of the IRS code provides an investor a 100% deduction for an investment in a US produced production budgeted under $20 million. Our entertainment derivative instrument will "guarantee" the investor the return of principal as well as a return based on the risk profile of the investor. We at Global 1 feel this structure will assure our success in financing projects.
Global Operations Principles:
We at Global 1 feel we are one step away from a major breakout in our performance. All we currently lack is access to capital. The liquidity in the global capital markets is at an all time high and we have designed a business structure to gain access to this liquidity. Our growth will be rapid once we obtain the capital.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
Copyright Business Wire 2007
Print story
Current Quote
OBB: GOIH
Diversified Investments
Last: 0.005
Change: -0.000
Volume: 125,000
Day High: 0.006
Day Low: 0.005
First Alert News
Get real-time GOIH release alerts by entering your email address below.
Wir werden heuer noch das abheben vom allerfeinsten erleben.
Wünsche euch noch einen schönen Tag
Wünsche euch noch einen schönen Tag
Antwort auf Beitrag Nr.: 29.445.111 von Baembi am 24.05.07 08:09:45Naja, da lass ich mich mal überraschen...
Antwort auf Beitrag Nr.: 29.446.528 von Schnatzi am 24.05.07 09:54:46
Global 1 Completes First Step to Become an International Operational Institutional Investor
via COMTEX
June 6, 2007
ATLANTA, Jun 06, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.gobal1inc.com discusses strategic initiatives, acquisition plans, funding and growth ideas.
Registration of Preferred Shares:
We have completed the first step in becoming an Institutional Investor: we have registered with the SEC on Form 8-A 50 million shares of Preferred Stock of GOIH with a par value of $10.00 per share allowing us to raise up to $500 million (USD). This new stock has been registered for listing and trading on an exchange other than the OTCBB. We are currently seeking trading listings in several countries.
Regulation S Offering:
The new Preferred Shares will be offered via Regulation S and Rule 144A to raise capital to fund our external counterparty company G1 Structured Credit Corporation and our financial services platform. G1 is has designed several fixed income derivative products for the real estate and entertainment sectors that guarantees an investor a return of principal investment as well as a guarantee on the coupon, i.e., interest.
New Company Registration and Share Exchange:
Our board of directors has approved the formation and registration of a new company to trade in the market without restrictions on the purchase of its shares. We are working on a process where the current shareholders of GOIH can exchange their shares for new shares in the new company. The exchange process will value the shares of GOIH at the 52 week high price of 8.8 cents per share. We have retained legal counsel to begin the process.
Global Private Equity Fund for Acquisitions:
The acquisition of a company with cash flow in the financial services sector to integrate into our platform and the issuance of G1 $2.150 Billion Global Investment Notes to build an internationally publicly traded private equity fund to make acquisitions in the financial services, entertainment and real estate sectors are our goals. We have designed an integrated financial services platform consisting of an investment banking operation, a real estate lending operation, and structured financial products operations. Together these operations give us the ability to raise capital and fund our projects internally.
FAQs:
1. Where can the shares of GOIH be purchased?
A. The shares of GOIH can be purchased from the following brokers: Terra Nova Trading, Noble Trading, Mytrack Trading, Charles Schwab Trading and any of the large brokers.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
via COMTEX
June 6, 2007
ATLANTA, Jun 06, 2007 (BUSINESS WIRE) --
Global 1 Investment Holdings Corporation (OTCBB:GOIH), www.gobal1inc.com discusses strategic initiatives, acquisition plans, funding and growth ideas.
Registration of Preferred Shares:
We have completed the first step in becoming an Institutional Investor: we have registered with the SEC on Form 8-A 50 million shares of Preferred Stock of GOIH with a par value of $10.00 per share allowing us to raise up to $500 million (USD). This new stock has been registered for listing and trading on an exchange other than the OTCBB. We are currently seeking trading listings in several countries.
Regulation S Offering:
The new Preferred Shares will be offered via Regulation S and Rule 144A to raise capital to fund our external counterparty company G1 Structured Credit Corporation and our financial services platform. G1 is has designed several fixed income derivative products for the real estate and entertainment sectors that guarantees an investor a return of principal investment as well as a guarantee on the coupon, i.e., interest.
New Company Registration and Share Exchange:
Our board of directors has approved the formation and registration of a new company to trade in the market without restrictions on the purchase of its shares. We are working on a process where the current shareholders of GOIH can exchange their shares for new shares in the new company. The exchange process will value the shares of GOIH at the 52 week high price of 8.8 cents per share. We have retained legal counsel to begin the process.
Global Private Equity Fund for Acquisitions:
The acquisition of a company with cash flow in the financial services sector to integrate into our platform and the issuance of G1 $2.150 Billion Global Investment Notes to build an internationally publicly traded private equity fund to make acquisitions in the financial services, entertainment and real estate sectors are our goals. We have designed an integrated financial services platform consisting of an investment banking operation, a real estate lending operation, and structured financial products operations. Together these operations give us the ability to raise capital and fund our projects internally.
FAQs:
1. Where can the shares of GOIH be purchased?
A. The shares of GOIH can be purchased from the following brokers: Terra Nova Trading, Noble Trading, Mytrack Trading, Charles Schwab Trading and any of the large brokers.
Disclaimer: This disclaimer is incorporated by reference as if fully set forth herein in this as well as all media releases on GOIH behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control. The risk factors contained in our public filings are incorporated by reference into this media release. An investment in GOIH is speculative and market forces beyond the company's control can have an adverse effect on an investment in GOIH.
SOURCE: Global 1 Investment Holdings Corporation
Global 1 Investment Holdings Corporation Barry Thomas, 404-222-7344 investor_relations@mindspring.com
Antwort auf Beitrag Nr.: 29.670.228 von chatterhand1 am 06.06.07 18:29:37liest sich ja mal gut !
wenn halt nich das unweigerliche "aber" dabei wäre !
kann das mal ein Finanz"kenner" mal ganz langsam für uns Laien mal auf deutsch klarstellen ?
LG
bua
wenn halt nich das unweigerliche "aber" dabei wäre !
kann das mal ein Finanz"kenner" mal ganz langsam für uns Laien mal auf deutsch klarstellen ?
LG
bua
Antwort auf Beitrag Nr.: 29.670.344 von bua321 am 06.06.07 18:37:25ich kenne mich auch nicht aus!
ich für mich denke aber immer an den aktienkurs den sie schon mal gehabt hat.
und das da vielleicht geldgeber und gönner da sind!
bitte das ist aber nur meine pers. meinung die mir jedes mal wieder hoffnung gibt
man wird sehen
ich für mich denke aber immer an den aktienkurs den sie schon mal gehabt hat.
und das da vielleicht geldgeber und gönner da sind!
bitte das ist aber nur meine pers. meinung die mir jedes mal wieder hoffnung gibt
man wird sehen
na dann mal ne kleine Vorarbeit !
50 mios neue Vorzugs_Anteile bei goih ! mit (angebl.) pari Wert von 10.00 $ das Stück !!! ( class A oder B Anteile !!!)
dies wird für eine Neulistung an einer noch zu findenen Börse hergenommen !!!! ( habe mal ne ältere News gelesen! wo die Listung bei der OTC aber bleiben soll ! nun sind aber unsere Anteile eben bei der OTC !
......
Unsere Direktion hat die Anordnung und die Ausrichtung eine neue Firma genehmigt, um im Markt ohne Beschränkungen auf dem Erwerb seiner Anteile zu handeln. ......
??????????? also wie ????
nun kommt was für uns !
.............
Wir arbeiten auf einem Prozeß, in dem die gegenwärtigen Aktionäre von GOIH ihre Anteile gegen neue Anteile an der neuen Firma austauschen können. Der Austauschprozeß bewertet die Anteile von GOIH zu dem 52 Woche hohen Preis von 8.8 Cents pro Anteil. Wir haben zugelassene Ratschläge behalten, um den Prozeß anzufangen.
..................
verstehe es so ! "WENN" die 10.00 $ Anteile gekauft werden !!!!!
haben unsere Anteile an der OTC "dann" in etwa einen Gegenwert von 0,088 $ !!!!! ist das korrekt ???
.............
Der Erwerb einer Firma mit Bargeldumlauf in den finanziellen Dienstleistungssektor, zum in unsere Plattform und in die Austeilung von G1 zu integrieren die globalen Anmerkungen der Investition-$2.150 Milliarde, zum einer international öffentlich gehandelten privaten Billigkeit Kapitals zu errichten, um Erwerb in den finanziellen Dienstleistungen, in der Unterhaltung und in den Immobiliensektoren zu bilden ist unsere Ziele. Wir haben eine integrierte Plattform der finanziellen Services entworfen, die aus einem InvestitionBankgeschäft, einem Betrieb des Realkreditgeschäfts besteht und finanzielle Produktbetriebe strukturiert. Geben diese Betriebe uns die zusammen Fähigkeit, Kapital anzuheben und unsere Projekte innerlich zu finanzieren.
.............
quai ?????? kann das mal Einer erklären ?
grüssle
bua
50 mios neue Vorzugs_Anteile bei goih ! mit (angebl.) pari Wert von 10.00 $ das Stück !!! ( class A oder B Anteile !!!)
dies wird für eine Neulistung an einer noch zu findenen Börse hergenommen !!!! ( habe mal ne ältere News gelesen! wo die Listung bei der OTC aber bleiben soll ! nun sind aber unsere Anteile eben bei der OTC !
......
Unsere Direktion hat die Anordnung und die Ausrichtung eine neue Firma genehmigt, um im Markt ohne Beschränkungen auf dem Erwerb seiner Anteile zu handeln. ......
??????????? also wie ????
nun kommt was für uns !
.............
Wir arbeiten auf einem Prozeß, in dem die gegenwärtigen Aktionäre von GOIH ihre Anteile gegen neue Anteile an der neuen Firma austauschen können. Der Austauschprozeß bewertet die Anteile von GOIH zu dem 52 Woche hohen Preis von 8.8 Cents pro Anteil. Wir haben zugelassene Ratschläge behalten, um den Prozeß anzufangen.
..................
verstehe es so ! "WENN" die 10.00 $ Anteile gekauft werden !!!!!
haben unsere Anteile an der OTC "dann" in etwa einen Gegenwert von 0,088 $ !!!!! ist das korrekt ???
.............
Der Erwerb einer Firma mit Bargeldumlauf in den finanziellen Dienstleistungssektor, zum in unsere Plattform und in die Austeilung von G1 zu integrieren die globalen Anmerkungen der Investition-$2.150 Milliarde, zum einer international öffentlich gehandelten privaten Billigkeit Kapitals zu errichten, um Erwerb in den finanziellen Dienstleistungen, in der Unterhaltung und in den Immobiliensektoren zu bilden ist unsere Ziele. Wir haben eine integrierte Plattform der finanziellen Services entworfen, die aus einem InvestitionBankgeschäft, einem Betrieb des Realkreditgeschäfts besteht und finanzielle Produktbetriebe strukturiert. Geben diese Betriebe uns die zusammen Fähigkeit, Kapital anzuheben und unsere Projekte innerlich zu finanzieren.
.............
quai ?????? kann das mal Einer erklären ?
grüssle
bua
mal von den heutigen Ankündigungen abgesehen !
die Ankündigungen vom Dezember 06 !!! auf die warten wir Heute immer noch !!!!! die haben das nix umgesetzt !!!!!
zumindest sehe ich nix in meinem Depo !!!!
war/ist halt ein herber Vertrauensverlust !!!
scheint deshalb die NEWS auch nur bis jetzt 14.000,- $ (Einsatz) Wert zu sein !
grüssle
bua
die Ankündigungen vom Dezember 06 !!! auf die warten wir Heute immer noch !!!!! die haben das nix umgesetzt !!!!!
zumindest sehe ich nix in meinem Depo !!!!
war/ist halt ein herber Vertrauensverlust !!!
scheint deshalb die NEWS auch nur bis jetzt 14.000,- $ (Einsatz) Wert zu sein !
grüssle
bua
guten morgen allerseits !
Antwort auf Beitrag Nr.: 29.680.611 von bua321 am 07.06.07 10:47:07guten morgen!
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