SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER: 000-29331
GLOBAL DIVERSIFIED ACQUISITION CORP.
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(Exact name of Small Business Issuer as Specified in its Charter)
NEVADA 76-0270295
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(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7025 E. First Avenue, Suite 5, Scotsdale, AZ 85251
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(Address of Principal Executive Offices)
(480) 945-2232
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1), has filed all reports required to be
filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the
preceding 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of August 10, 2003, the registrant
had 118,018 shares of common stock outstanding.
SUTTON TRADING SOLUTIONS, INC.
FORM 10-QSB
For the Quarter Ended June 30, 2003
Index
Page
Number
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PART I FINANCIAL INFORMATION
Item 1 Balance Sheets at June 30, 2003 and
March 31, 2003 (unaudited for June 30, 2003 period) .........1
Statements of Operations for the three months ended
June 30, 2003 and 2002 (unaudited) ..........................2
Statements of Cash Flows for the three months
ended June 30, 2003 and 2002 (unaudited) ....................3
Notes to Financial Statements ...............................4
Item 2 Management's Discussion and Analysis or Plan of
Operation ...................................................8
Item 3 Controls and Procedures ....................................10
PART II
Item 1 Legal Proceedings ..........................................11
Item 2 Changes in Securities ......................................11
Item 3 Defaults Upon Senior Securities ............................11
Item 4 Submission of Matters to a Vote of Security Holders ........11
Item 5 Other Information ..........................................11
Item 6 Exhibits and Reports on Form 8 - K .........................11
Signature ....................................................................12
Certifications ...............................................................13
Exhibit 99.1 .................................................................15
Exhibit 99.2 .................................................................17
i
PART I
FINANCIAL INFORMATION
Item 1 Financial Statements
GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
BALANCE SHEETS
--------------
ASSETS
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March 31,
June 30, 2003 2003
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(Unaudited) (Audited)
CURRENT ASSETS - Cash $ 3,204 $ 26,087
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES - Accounts payable $ 46,391 $ 59,250
============= =============
SHAREHOLDERS' EQUITY (Note 3):
Common stock, $.001 par value, 100,000,000 shares authorized,
118,018 and 59,393 shares issued and outstanding, respectively 118 118
Additional paid-in capital 9,764,455 9,764,455
Deficit (9,807,760) (9,797,736)
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Total shareholders' equity (43,187) (33,163)
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$ 3,204 $ 26,087
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The accompanying notes are an integral part of these statements
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
STATEMENTS OF OPERATIONS
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Three Months Ended
June 30,
2003 2002
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(Unaudited) (As Restated)
REVENUE $ -- $ --
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EXPENSES:
Service fees (Note 3) -- --
Professional fees 10,000 18,690
General and administrative expenses -- 18,161
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Total operating expenses (10,000) (36 851)
OTHER EXPENSE:
Interest expense (24) --
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Net income (loss) from continuing operations (10,024) (36,851)
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DISCONTINUED OPERATIONS (Note 2):
Net loss from operations of discontinued subsidiaries -- (2,455,582)
Loss on sale of subsidiaries -- --
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Net loss from discontinued operations -- (2,455,582)
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NET LOSS $ (10,024) $ (2,492,433)
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BASIC AND DILUTED LOSS PER COMMON SHARE:
Net loss from continuing operations $ (0.08) $ (0.62)
Discontinued operations -- (41.29)
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Net loss $ (0.08) $ (41.91)
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WEIGHTED AVERAGE SHARES OUTSTANDING 118,018 59,467
============= =============
The accompanying notes are an integral part of these statements
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
STATEMENTS OF CASH FLOWS
------------------------
Three Months Ended
June 30,
2003 2002
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(Unaudited) (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,024) $ (2,492,433)
Net loss from discontinued operations -- 2,455,582
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Net loss from continuing operations (10,024) (36,851)
Adjustments to reconcile net loss to net cash
used in operating activities:
Reversal of common stock issued for services -- (275,000)
Increase (decrease) in accounts payable (12,859) 16,540
Decrease in prepaid expenses -- 160,417
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Net cash used in continuing operations (22,883) (98,043)
Net cash used in discontinued operations -- (360,022)
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Net cash used in operating activities (22,883) (494,916)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments received on note receivable -- 425,000
Issuance of common stock -- --
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Net cash provided by financing activities -- 425,000
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NET (DECREASE) IN CASH (23,883) (69,916)
CASH, beginning of period 26,087 60,864
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CASH, end of period $ 3,204 9,052
============= =============
The accompanying notes are an integral part of these statements
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization, Business and Basis of Presentation
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In August 2001, the shareholders of Ikon Ventures, Inc. ("Ikon") approved an
exchange of common stock of Ikon for all of the outstanding common stock of
Sutton Online, Inc. ("Sutton"). The stock exchange between Ikon and Sutton was
considered a reverse acquisition. Under reverse acquisition accounting, Sutton
was considered the acquirer for accounting and financial reporting purposes, and
acquired the assets and assumed the liabilities of Ikon. Ikon had no assets at
acquisition and had liabilities of $76,000, which were then forgiven just prior
to the acquisition. The acquisition was accomplished through the issuance of
38,056 shares of Ikon common stock for 6,850,000 shares of Sutton. The existing
holders of Sutton warrants of 3,100,000 on the date of the acquisition were
issued Ikon warrants in the amount of 17,222. At the date of the reverse
acquisition, Ikon had 777 outstanding shares of common stock. Subsequent to the
reverse acquisition, Ikon changed its name to Sutton Trading Solutions, Inc.
("the Company"). All references to shares and warrants have been restated to
reflect the reverse acquisition and the reverse stock split (see "stock split"
below).
On July 2, 2002, Sutton Data Services sro ("SDS"), Sutton's wholly-owned
subsidiary in the Czech Republic, filed for bankruptcy protection because it was
unable to meet its obligations and the Company was unable to provide the
necessary funding. In addition, Sutton, the Company's principal subsidiary,
substantially terminated its work force in an effort to conserve cash.
Subsequently, the Company discontinued all operations, and in February 2003,
sold Sutton to an unrelated party. As a result of these transactions, the
remaining company does not have any operations, except for seeking potential
merger candidates. Accordingly, the 2002 financial statements included in the
Report have been restated to reflect the discontinuance of operations and sale
of Sutton. In April 2003, the Company changed its name to Global Diversified
Acquisition Corp.
The accompanying financial statements of the Company are unaudited and include,
in the opinion of management, all normal recurring adjustments necessary to
present fairly the balance sheet as of June 30, 2003, and the related statements
of operations and cash flows for the periods presented. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. These financial statements should be
read in conjunction with the Company's fiscal 2003 audited financial statements
and the related notes thereto included in the Company's Form 10-KSB filed with
the Securities and Exchange Commission.
Going Concern
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The Company has suffered losses from operations and has insufficient cash that
raises substantial doubt about its ability to continue as a going concern. The
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Continued)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
ability of the Company to continue operations is contingent upon its obtaining
additional debt and/or equity capital to fund its operations and finding a
viable merger candidate. Management's plans in this regard is to seek a business
combination with one or more privately held businesses.
Use of Estimates
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The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Cash Equivalents
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All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents.
Fair Value of Financial Instruments
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Financial instruments, including cash, other assets and accounts payable, are
carried at amounts that approximate fair value due to the short term nature of
those instruments.
Stock Split
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On April 24, 2003, the Company effected a 1 for 400 reverse stock split whereby
each 400 shares then outstanding were exchanged for one newly issued share. All
references to shares and share prices have been adjusted to reflect the stock
split on a retroactive basis.
Net Loss Per Share of Common Stock
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Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding, giving effect to the reverse acquisition and
the reverse stock split as discussed above. Common stock equivalents are not
included in the weighted average calculation since their effect would be
anti-dilutive.
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Continued)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
Reclassification
- ----------------
Certain prior year amounts have been reclassified to conform to the current year
presentation.
Stock Option Plan
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In February 2001, the Company approved the 2001 Employee Stock Compensation Plan
(the "Plan"). In April 2003, the Plan was amended so that the maximum number of
shares of common stock that may be granted by the Company under the Plan is
5,010,000 shares during the period of the Plan, however, no awards may be made
that would bring the total of all outstanding Plan shares under the Plan to more
than 20% of the total number of shares of common stock of the Company at the
time outstanding. As of March 31, 2003, no awards were outstanding under the
Plan.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages, but does not require, companies to
record compensation expense for stock-based employee compensation plans at fair
value. The Company has elected to account for its stock-based compensation plans
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
the provisions of APB No. 25, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of grant over the amount an employee must pay to acquire the stock.
Recent Accounting Pronouncements
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In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141
("SFAS 141"), "Business Combinations" and No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets". SFAS 141 requires all business combinations to be
accounted for using the purchase method of accounting and is effective for all
business combinations initiated after June 30, 2001. SFAS 142 requires goodwill
to be tested for impairment under certain circumstances, and written off when
impaired, rather than being amortized as previous standards required. SFAS 142
is effective for fiscal years beginning after December 15, 2001, with early
application permitted for companies with fiscal years beginning after March 15,
2001, provided that the first interim period financial statements have not been
previously issued. The adoption of SFAS 141 and SFAS 142 did not have a material
effect on the Company's financial position or results of operations.
In August 2001, the FASB issued Statement of Financial Accounting Standard No.
144 ("SFAS144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets". This statement supercedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and Lived Assets to Be Disposed Of". This statement removes
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(formerly Sutton Trading Solutions, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Continued)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
goodwill from the scope of SFAS 121, and requires long-lived assets to be tested
for recoverability whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. SFAS 144 is effective for fiscal years
beginning after December 15, 2001. The implementation of SFAS 142 did not have a
material effect on the Company's financial position or results of operations.
In December 2002, Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation -Transition and Disclosure," ("SFAS
148") was issued. SFAS 148 amends Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on the reported results. The provisions of SFAS 148 are effective for
financial statements for fiscal years ending after December 15, 2002 and interim
periods beginning after December 15, 2002. The adoption of the disclosure
requirements of this statement did not impact the Company's financial position,
results of operations or cash flows.
-7-
Item 2 Management's Discussion and Analysis or Plan of Operation.
Overview
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The Company commenced operations in May 1999, initially focusing on
providing direct access software developed by others to retail clients to effect
securities transactions online. In November 1999, the Company transitioned to
become an application service provider (ASP) of its proprietary platform,
GlobalDAT (TM). Through its Sutton Online, Inc. ("Sutton") subsidiary, the
Company provided until July 2002, individuals, broker-dealers, and other
financial institutions with direct access to global markets via stock exchanges,
market participants, and electronic communication networks (ECNs) through a
seamless and simple Internet interface.
The Company offered two principal software solutions: SONIC 2000 (TM),
a third party US direct access trading platform, and GlobalDAT(TM) (Global
Direct Access Trading), a proprietary global direct access trading. The Company
offered these products in the role of an ASP, allowing business-to-business
(B2B) clients to outsource much of their transaction infrastructure on a
cost-effective basis, maximizing clients "hard" and "soft" dollar return on
investment. The Company's wholly owned subsidiary, Sutton Data Services, s.r.o.
("SDS") was was the Company's Prague based software developer that created and
maintained the GlobalDAT (TM) platform and was further engaged in providing
specialized custom solutions for B2B clients.
The Company's revenues historically were comprised of transaction fees,
data fees and software licensing fees that were primarily derived from domestic
and international brokerage firms, banks and financial institutions. The Company
had also entered into interconnectivity agreements, introducing broker dealer
agreements, and technical support agreements. All of such agreements were for an
initial period of one year, with automatic renewal of one additional year.
Transaction fees and technical support fees were billed to the customer on a
monthly basis based on volume.
Under various service agreements, the Company provided technology
support services, including systems administration, internal network support,
and support and procurement for clearance and settlement services. In addition,
certain clients of the Company provided online access to their customers through
use of the Company's electronic trading platform for which the Company received
fees.
In July 2002, due to a lack of resources, the Company's wholly, SDS,
filed for bankruptcy protection and Sutton terminated all of its operations and
employees. In addition, the company began depleting its cash reserves and
liquidating its assets in order to satisfy its liabilities.
In February, 2003, the Company sold 23,500,000 shares of its common
stock, representing approximately 49% of the Company's total issued and
outstanding common stock after giving effect to such sale, to Corporate
Communications Network, Inc., a non-affiliated party owned by Stephen Kerr, for
an aggregate consideration of $23,500 pursuant to Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended. Also in February,
2003, the Company sold all of the issued and outstanding common stock of its
subsidiary, Sutton Online, Inc., to Link Investment Holdings Inc. Limited, a
non-affiliated party, for an aggregate consideration of $2,500. The Company has
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used the proceeds of these transactions to satisfy certain of its past
obligations, as well as to fund its current expenses that consist primarily of
professional fees associated with being a reporting issuer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
On April 23, the Company changed its corporate name to Global
Diversified Acquisition Corp. to reflect that the Company has no operations and,
as more fully described below, its principal activity is to seek a business
combination with one or more as yet unidentified privately held businesses.
On April 24, 2003, the Company effected a reverse split of its
outstanding common stock such that each 400 shares of its common stock, par
value $.001 per share, outstanding on such date were deemed to be one share of
its common stock, par value $.001 per share. Unless otherwise indicated, all
share and per share data included hereinafter gives effect to such reverse stock
split as well as the 100 for one reverse stock split effected on February 13,
2001.
The financial statements for the three months ended June 30, 2002
included elsewhere in this Report have been restated to reflect the
discontinuance of the Company's operating subsidiary, Sutton, and the sale of
such subsidiary.
Results of Operations
- ---------------------
During the three months ended June 30, 2003, the Company was inactive,
had no revenue and incurred fees and expenses of $10,024 related primarily for
attorneys and accountants.
Prior to July 2002, the operations of Sutton and the Company's other
subsidiaries constituted substantially all of the Company's operations. In view
of the filing of a bankruptcy petition by SDS, the Company's decision to
terminate Sutton's operations and the sale of Sutton, management believes that
revenue comparisons with the prior periods are not relevant.
Liquidity and Capital Resources
- -------------------------------
At June 30, 2003, the Company had $3,204 in cash and trade accounts
payable in the amount of $46,391. The Company is negotiating with its vendors to
reduce the balances on these accounts.
As of July 31, 2003, the Company's principal source of liquidity
consisted of cash of approximately $1,425. The Company has no commitments for
any capital expenditure and foresees none. However, the Company will incur
routine fees and expenses incident to its reporting duties as a public company
and maintenance of its insurance coverage, and it will incur fees and expenses
in the event it makes or attempts to make an acquisition. The Company expects no
significant operating costs other than insurance expenses and professional fees
payable to attorneys and accountants.
The Company is seeking to enter into a business combination with one or
more as yet unidentified privately held businesses. The Company does not
anticipate that funding will be necessary in order to complete a proposed
combination, except possibly for fees and costs of the Company's professional
advisers. Accordingly, there are no plans to raise capital to finance any
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business combination, nor does management believe that any combination candidate
will expect cash from the Company. The Company hopes to require the candidate
companies to deposit with the Company an advance that the Company can use to
defray professional fees and costs and travel, lodging and other due diligence
costs of management. Otherwise, management would have to advance such costs out
of their own pockets, and there is no assurance that they will advance such
costs.
Management intends to raise capital from both existing and new
shareholders and to use the proceeds to pay for routine expenses, such as making
required filings with the SEC and related expenses. There can be no assurance
that the Company will be able to find sources of financing on terms acceptable
to the Company, if at all. If the Company does not find the sources to finance
such activities, it may be unable to timely file the reports required under the
Securities Exchange Act of 1934, as amended. This could subject the Company to
fines and penalties and make it less desirable to a potential combination
candidate. This would make it difficult for the Company to pursue its plans to
acquire additional businesses.
Item 3 Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
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Within the 90 days prior to the date of this report, Global diversified
Acquisition Corp. ("the Company") carried out an evaluation, under the
supervision and with the participation of the Company's management,
including the Company's Chief Executive and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information
required to be included in the Company's periodic SEC filings relating
to the Company (including its consolidated subsidiaries).
(b) Changes in Internal Controls.
----------------------------
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal
controls subsequent to the date of our most recent evaluation.
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PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Changes in Securities
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 and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Principal Executive Officer pursuant to
Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Financial Officer pursuant to
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GLOBAL DIVERSIFIED ACQUISITION CORP.
Dated: August 14, 2003 By: /s/ ANDREW J. KACIC
-------------------------------------
Andrew J. Kacic
Chief Executive Officer and President
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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB of
Global Diversified Acquisition Corp. for the three months ended June 30, 2003,
I, Andrew J. Kacic, Chief Executive Officer of Global diversified Acquisition
Corp., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and
belief, that:
(1) such Quarterly Report on Form 10-QSB for the three months
ended June 30, 2003, fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) the information contained in such Quarterly Report on Form
10-QSB for the three months ended June 30, 2003, fairly
presents, in all material respects, the financial condition
and results of operations of Global Diversified Acquisition
Corp.
/s/ ANDREW J. KACIC
-----------------------
Andrew J. Kacic
Chief Executive Officer
August 14, 2003
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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB of
Global Diversified Acquisition Corp. for the three months ended June 30, 2003,
I, John W. Shaffer, Chief Financial Officer of Global Diversified Acquisition
Corp., do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge
and belief, that:
(1) such Quarterly Report on Form 10-QSB for the three months
ended June 30, 2003, fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) the information contained in such Quarterly Report on Form
10-QSB for the three months ended June 30, 2003, fairly
presents, in all material respects, the financial condition
and results of operations of Global Diversified Acquisition
Corp.
/s/ JOHN W. SHAFFER
-----------------------
John W. Shaffer
Chief Financial Officer
August 14, 2003
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