UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in Charter)
| Nevada | | 333-150651 | | 20-8403198 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
3411 Preston Road, Suite C-13-216
Frisco, Texas 75034
(Address of Principal Executive Offices)
_______________
(972) 712-8991
(Issuer Telephone number)
_______________
P.O. Box 6053
East Brunswick, New Jersey 08816
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes o No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 30, 2009: 196,819,200 shares of common stock.
GLOBAL HOLDINGS, INC.
FORM 10-Q
September 30, 2009
INDEX
PART I-- FINANCIAL INFORMATION
| Item 1. | Financial Statements |
| Item 1A. | Risk Factors |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk |
| Item 4T. | Control and Procedures |
PART II-- OTHER INFORMATION
| Item 1 | Legal Proceedings |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| Item 3. | Defaults Upon Senior Securities |
| Item 4. | Submission of Matters to a Vote of Security Holders |
| Item 5. | Other Information |
| Item 6. | Exhibits |
SIGNATURE
PART I – FINANCIAL INFORMATION
Item 1. Financial Information
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Financial Statements
September 30, 2009
(Unaudited)
CONTENTS
| | Page(s) |
| | |
| Consolidated Balance Sheets – As of September 30, 2009 (Unaudited) | |
| and December 31, 2008 (Audited) | 1 |
| | |
| Consolidated Statements of Operations – | |
| For the Three Months Ended September 30, 2009 and 2008, for the Nine Months | |
| Ended September 30, 2009 and 2008 and for the period from January 29, 2007 | |
| (Inception) to September 30, 2009 (Unaudited) | 2 |
| | |
| Consolidated Statements of Cash Flows – | |
| For the Nine Months Ended September 30, 2009 and 2008 and for the | |
| period from January 29, 2007 (Inception) to September 30, 2009 (Unaudited) | 3 |
| | |
| Notes to Consolidated Financial Statements (Unaudited) | 4-11 |
| | |
|
| (A Development Stage Company) |
| Consolidated Balance Sheets |
| | | | | | | |
| | | September 30, 2009 | | | December 31, 2008 | |
| | | (Unaudited) | | | (Audited) | |
| Assets |
| | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | 11 | | | $ | 736 | |
| Total Current Assets | | | 11 | | | | 736 | |
| | | | | | | | | |
| Total Assets | | $ | 11 | | | $ | 736 | |
Liabilities and Stockholders' Equity (Deficit) | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable | | $ | 3,523 | | | $ | 16,650 | |
| Loans payable - related party | | | 50,214 | | | | 7,964 | |
| Accrued interest payable - related party | | | 2,003 | | | | 58 | |
| Total Current Liabilities | | | 55,740 | | | | 24,672 | |
| | | | | | | | | |
|
| | | | | | | | | |
| Stockholders’ Deficit | | | | | | | | |
| Preferred stock ($0.0001 par value, 5,000,000 shares authorized, | | | | | | | | |
| none issued and outstanding) | | | - | | | | - | |
| Common stock ($0.0001 par value, 200,000,000 shares authorized, | | | | | | | | |
| 196,819,200 shares issued and outstanding) | | | 19,682 | | | | 19,682 | |
| Additional paid-in capital | | | 26,918 | | | | 26,918 | |
| Deficit accumulated during development stage | | | (102,328 | ) | | | (70,536 | ) |
| Total Stockholders’ Deficit | | | (55,728 | ) | | | (23,936 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders’ Deficit | | $ | 11 | | | $ | 736 | |
See accompanying notes to unaudited financial statements
| Global Holdings, Inc. and Subsidiary | |
| (A Development Stage Company) | |
| Consolidated Statements of Operations | |
| (Unaudited) | |
| | | | | | | | | | | | | | | | |
| | | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | | | For the Period from January 29, 2007 (inception) to September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
General and administrative | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Net loss per common share - basic and diluted | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares | | | | | | | | | | | | | | | | | | | | |
outstanding during the period - basic and diluted | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to unaudited financial statements
| Global Holdings, Inc. and Subsidiary | |
| (A Development Stage Company) | |
| Consolidated Statements of Cash Flows | |
| (Unaudited) | |
| | | | | | | | | | |
| | | For the Nine Months Ended September 30, | | | For the period from January 29, 2007 (Inception) to September 30, | |
| | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net loss | | $ | (31,792 | ) | | $ | (44,422 | ) | | $ | (102,328 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
| Stock issued for services - related parties | | | - | | | | - | | | | 1,550 | |
| Stock issued for services | | | - | | | | 2,000 | | | | 22,250 | |
| Accounts payable | | | (13,127 | ) | | | 20,539 | | | | 3,523 | |
| Accrued interest payable - related party | | | 1,945 | | | | - | | | | 2,003 | |
| Net Cash Used in Operating Activities | | | (42,975 | ) | | | (21,883 | ) | | | (73,003 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Proceeds from loans payable - related party | | | 42,250 | | | | - | | | | 50,214 | |
| Proceeds from issuance of common stock | | | - | | | | 22,800 | | | | 22,800 | |
| Net Cash Provided by Financing Activities | | | 42,250 | | | | 22,800 | | | | 73,014 | |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash | | | (725 | ) | | | 917 | | | | 11 | |
| | | | | | | | | | | | | |
| Cash - beginning of period | | | 736 | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash - end of period | | $ | 11 | | | $ | 917 | | | $ | 11 | |
| | | | | | | | | | | | | |
See accompanying notes to unaudited financial statements
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2008. The interim results for the period ended September 30, 2009 are not necessarily indicative of results for the full fiscal year.
Note 2 Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Global Holdings, Inc. is a Nevada corporation incorporated on January 29, 2007. On September 26, 2007, the Company formed its wholly-owned subsidiary, BZ Commercial Corp, a New Jersey corporation. The Company’s former operations were to assist in securing asset based financing for smaller companies throughout the United States and Canada. The Company was unable to successfully implement its business plan.
On November 4, 2009, Alpha 1 Security, Inc. (the “Purchaser”), purchased 161,568,000 shares of common stock, (the “Control Shares”) (approximately 82% of the outstanding shares at that time) of the Company’s common stock from existing shareholders. The sale was a private transaction with a third party and resulted in a change of control. In connection with this sale, the Company intends to change the focus of the business. The Company also intends to change its name to Alpha 1 Security, Inc. during December 2009.
In connection with this private sale transaction, the Company’s former Chief Executive Officer forgave all outstanding debt and related accrued interest totaling $53,714 (see Notes 4 and 6). Since this was a related party transaction, there was no gain on debt forgiveness, however; the Company charged additional paid-in capital.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Principles of Consolidation
All significant intercompany accounts and transactions have been eliminated in consolidation.
Development Stage
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include related party debt funding; equity based financing, obtaining agreements with factoring companies, and further implementation of the business plan. The Company will look to obtain additional debt and/or equity related funding opportunities.
Risks and Uncertainties
The Company operates in an industry that is subject to competition and is in a state of fluctuation as a result of the credit crisis occurring in the United States. The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.
Also see Note 3 regarding going concern matters.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2009 and December 31, 2008, respectively.
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2009 and December 31, 2008, respectively, there were no balances that exceeded the federally insured limit.
Revenue Recognition
The Company recognizes consulting fees related to referrals of clients to brokerages under separate brokerage agreements with the Company. These clients seek factoring services from the brokerages and the Company introduces the client to the brokerage.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition and records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the service is completed without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.
| · | Evidence of the arrangement is noted by an executed brokerage agreement. |
| · | Services rendered are noted by the Company’s referral of a client and the closing of a transaction between the referred client and the broker with whom the Company has executed a brokerage agreement. |
| · | Price is fixed and determinable pursuant to the terms of a brokerage agreement, typically 10% of commissions earned at closing by the brokerage. |
| · | Collectability is reasonably assured as the nature of the closed transactions are for fund raising purposes; therefore, the referred clients are deemed able to pay all closing costs. To date, the Company has not had any collectability issues. |
The Company failed to generate revenue during 2009, and the implementation of this business has ceased.
Earnings per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the period from January 29, 2007 (inception) to September 30, 2009, the Company had no common stock equivalents that could potentially dilute future earnings (loss) per share; hence, a separate computation of diluted earnings (loss) per share is not presented.
On June 18, 2009, the Company authorized a 10.8 to 1 stock split. All share and per share amounts have been retroactively restated.
Stock-Based Compensation
All share-based payments to employees are recorded and expensed in the statement of operations. Measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options are based on estimated fair values. The Company has used the Black-Scholes option-pricing model to estimate grant date fair value for all option grants.
Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. Forfeitures should be estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Non-Employee Stock Based Compensation
Stock-based compensation awards issued to non-employees for services is recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable
Fair Value of Financial Instruments
The carrying amounts of the Company’s short-term financial instruments, including accounts payable, loans payable - related party and accrued interest payable - related party, approximate fair value due to the relatively short period to maturity for these instruments.
Segment Information
During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.
Recent Accounting Pronouncements
Effective July 1, 2009, the Company adopted The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). This standard establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) became the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The Company began using the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of fiscal 2009. As the Codification was not intended to change or alter existing GAAP, it did not have a material impact on the Company’s financial statements.
Effective June 30, 2009, the Company adopted three accounting standard updates which were intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and impairments of securities. They also provide additional guidelines for estimating fair value in accordance with fair value accounting. The first update, as codified in ASC 820-10-65, provides additional guidelines for estimating fair value in accordance with fair value accounting. The second accounting update, as codified in ASC 320-10-65, changes accounting requirements for other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have the positive intent and ability to hold an impaired security to recovery in order to conclude an impairment was temporary with a requirement that an entity conclude it does not intend to sell an impaired security and it will not be required to sell the security before the recovery of its amortized cost basis. The third accounting update, as codified in ASC 825-10-65, increases the frequency of fair value disclosures. These updates were effective for fiscal years and interim periods ended after June 15, 2009. The adoption of these accounting updates did not have a material impact on the Company’s financial statements.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.
In February 2008, the FASB issued an accounting standard update that delayed the effective date of fair value measurements accounting for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The Company adopted this accounting standard update effective January 1, 2009. The adoption of this update to non-financial assets and liabilities, as codified in ASC 820-10, did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted a new accounting standard update regarding business combinations. As codified under ASC 805, this update requires an entity to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. The adoption did not have a material impact on the Company’s financial statements.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its financial statements.
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.
Note 3 Going Concern
As reflected in the accompanying financial statements, the Company has a net loss of $31,792 and net cash used in operations of $42,975 for the nine months ended September 30, 2009; and a working capital deficit of $55,728, an accumulated deficit of $102,328 and a stockholders’ deficit of $55,728 at September 30, 2009, respectively. In addition, the Company is in the development stage and has not yet generated any significant revenues.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities as well as continued efforts in obtaining debt or equity based financing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 Loans Payable – Related Party
During 2007, the Company’s Chief Executive Officer advanced $964 to pay the Company’s expenses. The advance is non-interest bearing, unsecured and due on demand.
During December 2008, the Company’s Chief Executive Officer advanced $7,000 to pay the Company’s expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During March 2009, the Company’s Chief Executive Officer advanced $500 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During April 2009, the Company’s Chief Executive Officer advanced $12,100 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During May 2009, the Company’s Chief Executive Officer advanced $20,000 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During June 2009, the Company’s Chief Executive Officer advanced $550 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During August 2009, the Company’s Chief Executive Officer advanced $6,000 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
During September 2009, the Company’s Chief Executive Officer advanced $3,100 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
All advances represent a 100% concentration in debt financing. These loans were forgiven in connection with the change in control as described in Note 2.
Global Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Note 5 Stockholders’ Deficit
During March 2007, the Company issued 167,400,000 shares of common stock, having a fair value of $1,550 ($0.000001/share), to its founders for services rendered.
During March 2007, the Company issued 27,000,000 shares of common stock, having a fair value of $250 ($0.000001/share), based upon issuances of common stock to founders for services rendered.
During October through December 2007, the Company issued 912,600 shares of common stock to third party investors under a private placement in exchange for subscriptions receivable of $16,900 ($0.02/share), based upon the cash-offering price. These subscriptions were received in January 2008.
During January and February 2008, the Company issued 318,600 shares of common stock to third party investors under a private placement for $5,900 ($0.02/share).
On July 21, 2008, the Company issued 108,000 shares of common stock for legal services rendered, having a fair value of $2,000 ($0.02/share), based upon the recent cash offering price.
During 2008, the Company issued 1,080,000 shares of common stock for consulting services, having a fair value of $20,000 ($0.02/share), based upon the recent cash offering price.
Note 6 Subsequent Events
The Company has evaluated for subsequent events between the balance sheet date of September 30, 2009 and November 18, 2009, the date the financial statements were issued.
During October 2009, the Company’s Chief Executive Officer advanced $3,500 to pay Company expenses. The loan bears interest at 10%, is due one year from the issuance date and is unsecured.
On November 4, 2009, Alpha 1 Security, Inc. (the “Purchaser”), purchased 161,568,000 shares of common stock, (the “Control Shares”) (approximately 82% of the outstanding shares at that time) of the Company’s common stock from existing shareholders. The sale was a private transaction with a third party and resulted in a change of control. In connection with this sale, the Company intends to change the focus of the business. The Company also intends to change its name to Alpha 1 Security, Inc. during December 2009.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
Global Holdings, Inc. was incorporated in the State of Nevada in January 2007. In September 2007, the Company formed its wholly-owned subsidiary, BZ Commercial. The Company is a development stage principally engaged in the business of providing consulting services to commercial corporations whose sales volumes are less than $1,000,000 per year. Through its subsidiary, the Company will attempt to secure Asset Based Financing facilities which could include Factoring, Inventory Lending, Purchase Order Financing, Accounts Receivable Financing and many other types of Asset Based Lending Facilities from lenders. In this regard, Factoring is the sale of a company’s invoices to a third party, known as a Factor. A Factor will purchase a company’s invoices for up to 90% of the total amount. The company would then get needed cash flow and the Factor takes on the risk of collecting the payments from the company’s customers. The creditworthiness of the company’s customers is very important and leads to better terms from a Factor.
Founded in 2007, the Company will target companies throughout the United States and Canada. The focus will be companies that cannot easily secure Asset Backed Financing. Specifically, the companies focused on may have management or historical corporate issues, be newly formed, have limited equity and/or sustained losses that reduce the value of the specific company’s assets.
We expect to have agreements in place with financial institutional lenders whom will pay us a fixed percentage of any loans or fees earned that will occur between our referred clients and the lender. We may also charge a fee to the client if we are successful in securing a financial arrangement.
Typically, we will have prospective clients fill out applications and provide us with substantial business information, such as historical data, reference, credit reports, tax returns, etc., which we will package and supply to lenders that we feel will give our clients the best possible service, rates and system. Upon receiving approval from a lender to proceed with financing, we will assist our clients with deal execution and are only compensated when financing is received for our clients.
Results of Operation
For the nine months ended September 30, 2009 we had no revenues and for the nine months ended September 30, 2008 we had $1,484 in revenues, respectively. Expenses for the nine months ended September 30, 2009 and for the nine months ended September 30, 2009 totaled $31,792, and $45,906, respectively, resulting in a loss from operations of $31,792 and $44,422, respectively.
Liquidity and Capital Resources
As of September 30, 2009 and December 31, 2008, we had $11 and $736, respectively in cash and cash equivalents.
We do not believe we can satisfy our cash requirements for the next twelve months with our current cash and completion of our plan of operation is subject to attaining adequate revenue or raising additional funds. We cannot assure investors that adequate revenues will be generated or we will be able to raise funds as needed. In the absence of generating sufficient revenues or raising money we have been unable to proceed with our plan of operations.
We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $50,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.
We are still pursuing this plan but to date we have not been able to raise additional funds through either debtor equity offerings, without this additional cash we have been unable to pursue out plan of operations and begin generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. As a result of the foregoing, we have recently begun to explore our options regarding the development of a new business plan and direction. We are currently engaged in discussions with a company regarding the possibility of a reverse merger involving our company. At this stage, no definitive terms have been agreed to and neither party is currently bound to precede with the merger.
On April 13, 2009, the Company, its Chairman and Chief Executive Officer and its Secretary (collectively, the “Sellers”) entered into a Share Purchase Agreement (the “Agreement”) with Alpha 1 Security, Inc. (the “Purchaser”), pursuant to which the Sellers, shareholders of the Company, agree to sell an aggregate of 163,568,000 shares, which represents 83% of the issued and outstanding common shares of the Company, to the Purchaser. The transaction was expected to close within 30 days of this Agreement (the “Closing Date”). On the Closing Date, pursuant to the terms of the Agreement, the Sellers shall transfer 83% of all the issued and outstanding shares of the Company (the “Shares”) to the Purchaser. On October 22, 2009, the Agreement with the Purchaser was amended to agree to sell an aggregate of 161,568,000 shares, which represents approximately 82% of the issued and outstanding common shares of the Company, to the Purchaser.
On November 4, 2009, the Purchaser purchased 161,568,000 shares of common stock, (the “Control Shares”) (approximately 82% of the outstanding shares at that time) of the Company’s common stock from existing shareholders. The sale was a private transaction with a third party and resulted in a change of control. In connection with this sale, the Company intends to change the focus of the business. The Company also intends to change its name to Alpha 1 Security, Inc. during December 2009.
Critical Accounting Policies
Global Holdings financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Global Holdings views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Global Holdings' financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
Recent Accounting Pronouncements
Effective July 1, 2009, the Company adopted The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). This standard establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) became the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The Company began using the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of fiscal 2009. As the Codification was not intended to change or alter existing GAAP, it did not have a material impact on the Company’s financial statements.
Effective June 30, 2009, the Company adopted three accounting standard updates which were intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and impairments of securities. They also provide additional guidelines for estimating fair value in accordance with fair value accounting. The first update, as codified in ASC 820-10-65, provides additional guidelines for estimating fair value in accordance with fair value accounting. The second accounting update, as codified in ASC 320-10-65, changes accounting requirements for other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have the positive intent and ability to hold an impaired security to recovery in order to conclude an impairment was temporary with a requirement that an entity conclude it does not intend to sell an impaired security and it will not be required to sell the security before the recovery of its amortized cost basis. The third accounting update, as codified in ASC 825-10-65, increases the frequency of fair value disclosures. These updates were effective for fiscal years and interim periods ended after June 15, 2009. The adoption of these accounting updates did not have a material impact on the Company’s financial statements.
Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.
In February 2008, the FASB issued an accounting standard update that delayed the effective date of fair value measurements accounting for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The Company adopted this accounting standard update effective January 1, 2009. The adoption of this update to non-financial assets and liabilities, as codified in ASC 820-10, did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted a new accounting standard update regarding business combinations. As codified under ASC 805, this update requires an entity to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. The adoption did not have a material impact on the Company’s financial statements.
In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its financial statements.
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.
Off Balance Sheet Transactions
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a Smaller Reporting Company.
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls. Mitchell Cohen, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report8 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, Mr. Cohen concluded that our disclosure controls and procedures were effective as of September 30, 2009.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2009 as we implement our Sarbanes Oxley Act testing.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
Item 6. Exhibits
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | GLOBAL HOLDINGS, INC. |
| | |
| Date: November 23, 2009 | By: | /s/ Mark McCloy |
| | | Mark McCloy |
| | | President, CEO & CFO |
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