U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 0-25167
GSL HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
British Virgin Islands 35-2177956
- -------------------------------------- --------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
333 Alameda St., Suite 324
Los Angeles, California
----------------------------------------
(Address of principal executive offices)
(213) 625-2588
---------------------------
(Issuer's telephone number)
Not Applicable
--------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 [ ]
As of September 23, 2004, the Company had 41,453,115 shares of its no
par value common stock issued and outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART 1 - FINANCIAL INFORMATION
PAGE(S)
------
ITEM 1. FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheet at June 30, 2004.............F-1
Unaudited Condensed Consolidated Statements of Operations for the
Three-month and Six-month periods ended June 30, 2004 and 2003...........F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the
Six-month periods ended June 30, 2004 and 2003...........................F-4
Notes to Unaudited Condensed Consolidated Financial Statements..............F-5
-2-
GSL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)
- -------------------------------------------------------------------------------
ASSETS
JUNE 30, 2004
--------------
CURRENT ASSETS
Cash and cash equivalents $ 7,188,085
Accounts receivable, net of allowance for doubtful
accounts of $14,610 76,928
Inventories 54,039
Prepayments and other current assets (NOTE 4) 2,357,863
--------------
Total current assets
9,676,915
PROPERTY AND EQUIPMENT, NET (NOTE 5) 96,276,709
OTHER ASSETS (NOTE 6) 91,327
--------------
TOTAL ASSETS
$ 106,044,951
==============
CURRENT LIABILITIES
Accounts payable, trade $ 85,115
Notes payable - related party (NOTE 7) 429,000
Deferred revenue 10,000
Advance deposits (NOTE 8) 10,482,328
Accrued expenses and other liabilities (NOTE 9) 6,011,259
--------------
Total current liabilities 17,017,702
LONG-TERM LIABILITIES --
--------------
Total long-term liabilities --
--------------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
Common stock, no par value;
Authorized 1,000,000,000 shares;
41,450,115 shares issued and outstanding 88,239,118
Stock subscriptions (NOTE 11) 6,129,301
Accumulated other comprehensive income (loss) (45,387)
Accumulated deficits (5,295,783)
--------------
Total stockholders' equities 89,027,249
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITIES $ 106,044,951
==============
The accompanying notes are an integral part of these
consolidated financial statements.
F-1
GSL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------
Three months Six months Three months Six months
June 30, 2004 June 30, 2004 June 30, 2003 June 30, 2003
------------- ------------- ------------- -------------
NET SALES $ 289,184 $ 573,873 $ -- $ 34,499
COST OF SALES 93,224 183,581 -- --
------------- ------------- ------------- -------------
GROSS PROFIT 195,960 390,292 -- 34,499
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,686,024 3,380,388 141,970 360,901
------------- ------------- ------------- -------------
OPERATING INCOME (LOSS) (1,490,064) (2,990,096) (141,970) (326,402)
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)
Interest income and other income 311,829 321,743 1 1
Interest expense and other expense (11,289) (19,508) (5,908) (11,536)
------------- ------------- ------------- -------------
Total other income (expense) 300,540 302,235 (5,907) (11,535)
------------- ------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES (1,189,524) (2,687,861) (147,877) (337,937)
DEFERRED TAX BENEFITS (NOTE 6) (1,150,346) (1,150,346) 64,639 144,472
PROVISION FOR INCOME TAXES -- (800) -- (800)
------------- ------------- ------------- -------------
NET INCOME (LOSS) (2,339,870) (3,839,007) (83,238) (194,265)
------------- ------------- ------------- -------------
Other Comprehensive income (loss)
Foreign currency translation adjustment 9,012 (53,206) -- --
------------- ------------- ------------- -------------
Comprehensive income (loss) $ (2,330,858) $ (3,892,213) $ (83,238) $ (194,265)
============= ============= ============= =============
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE $ (0.07) $ (0.10) $ (0.01) $ (0.02)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 35,945,292 39,352,508 8,833,856 8,785,425
============= ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements.
F-2
GSL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, (UNAUDITED)
- ------------------------------------------------------------------------------------------
2004 2003
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $ (3,839,007) $ (194,265)
------------- -------------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 415,954 262
Amortization of deferred consulting fees -- 36,432
Provision for bad debts 4,160 --
Common stock issued for consulting services -- 50,000
Common stock issued for exercise of options -- 46,530
(Increase) decrease in
Accounts receivable (78,224) --
Inventories (54,039) --
Prepayments and other current assets 8,404,766 (2,550)
Prepaid security deposits - other assets (85,674) 3,118
Deferred tax assets - other assets 1,150,346 (144,472)
Accounts payable, trade 63,776 --
Advance deposits 8,034,752 --
Accrued expenses and other liabilities (8,031,460) 202,775
------------ ------------
Total adjustments 9,824,357 192,095
Net cash provided by (used in) operating activities 5,985,350 (2,170)
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (39,087,332) --
------------- -------------
Net cash provided by (used in) investing activities (39,087,332) --
CASH FLOW FROM FINANCING ACTIVITIES:
Repayment of note payable -- (30,000)
Proceeds from notes payable - related party -- 38,000
Proceeds from issuance of common stock 29,915,518 --
Increase in stock subscriptions 6,129,301 --
------------- -------------
Net cash provided by (used in) financing activities 36,044,819 8,000
------------- -------------
CUMULATIVE TRANSLATION ADJUSTMENT (565) --
Net increase in cash and cash equivalents 2,942,837 5,830
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,245,813 2,317
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,188,085 $ 8,147
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest paid $ -- $ --
============= =============
Income tax $ -- $ --
============= =============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
In March 2004, the Company entered into an `Asset and Equity Stock Exchange
Agreement' to acquire the usage right of land located in KunShan, China. On May
7, 2004, pursuant to the 'Agreement', the Company issued 4,782,265 shares of its
common stock at the price of $5.00 per share
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
GSL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
(1) ORGANIZATION AND LINE OF BUSINESS
- ------------------------------------------
GSL Holdings, Inc. (the "Company"), formerly known as Bethurum
Laboratories, Inc., was incorporated under the laws of the British
Virgin Islands on September 22, 2000. We were formed for the purpose
of listing our securities on an electronic stock exchange and then
acquiring an interest in a suitable operating business. We conducted
no operations from the date of our organization until December 2001,
other than the pursuit and analysis of suitable business acquisitions.
In December 2001, we underwent a reverse acquisition by Global
Starlink Group, Ltd., a Cayman Islands company engaged in the business
of facilitating commerce between the United States and China. In
connection with that transaction, we changed our corporate name to GSL
Holdings, Inc.
In January 2004, the Company established a wholly owned subsidiary
named `GSL Investment Management (ShangHai) Co., Ltd., in ShangHai,
China in order to provide management service for international trade
and investment, etc.
In February 2004, the Company established three wholly owned
subsidiaries named 'GSL (JiuJiang) Credit Assurance Co., Ltd.', 'GSL
(NingBo) Credit Assurance Co., Ltd.' and 'GSL (HangZhou) Transitional
Purchase Assurance Co., Ltd.', in JiuJiang, NingBo and HangZhou, China,
respectively. These are to provide Assurance for purchasing real
estate, loan, credit, contract, quality, payment, service,
international trade and investment etc.
In February 2004, in order to accelerate the establishment of Global
Business Partnership Network ("GBPN"), the Company established two
wholly owned subsidiaries in HeiHe, China: 'GSL (HeiHe) International
Business Port Co., Ltd.' and 'GSL (HeiHe) Credit Assurance Co., Ltd.'
In March 2004, the Company also established two wholly owned
subsidiaries in KunShan, China: 'GSL Industry Development (KunShan)
Co., Ltd.' and 'GSL (KunShan) International Purchasing Assurance Co.,
Ltd.'
In April 2004, the Company also established a wholly owned subsidiary
named 'GSL (BeiJing) Development Co., Ltd.' in BeiJing, China to
provide management Service for international trade and investment, etc.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Presentation
---------------------
The accompanying consolidated financial statements are unaudited and
include all adjustments consisting of normal recurring adjustments
which in the opinion of the management of the Company are necessary in
F-4
order to make the consolidated financial statements not misleading.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. Operating results for the Six-month periods
ended June 30, 2004 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2004. For further
information, refer to the Company's annual report on Form 10-KSB for
the year ended December 31, 2003.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of GSL
Holdings, Inc. and its wholly owned subsidiaries, Global Starlink
Group, Inc., Global Starlink Group (Hong Kong) Limited, GSL (BeiJing)
Investment Management Consulting Ltd., GSL International Business Port
(NanTong) Co., Ltd., GSL (HaiMen) International Business Port
Management Co., Ltd., GSL (NanTong) International Business Development
Co., Ltd., GSL (HaiMen) International Purchase Assurance Co., Ltd., GSL
(NanTong) Transitional Purchase Assurance Co., Ltd., GSL (GuangZhou)
Credit Assurance Co., Ltd., GSL Investment Management (ShangHai) Co.,
Ltd., GSL Industry Development (KunShan) Co., Ltd., GSL (KunShan)
International Purchasing Assurance Co., Ltd., GSL (JiuJiang) Credit
Assurance Co., Ltd., GSL (NingBo) Credit Assurance Co., Ltd., GSL
(HangZhou) Transitional Purchase Assurance Co., Ltd., GSL (BeiJing)
Development Co., Ltd., GSL (HeiHe) International Business Port Co.,
Ltd. and GSL (HeiHe) Credit Assurance Co., Ltd. All significant
intercompany accounts and transactions are eliminated in consolidation.
All of the entities are collectively referred to as "the Company".
Revenue Recognition
-------------------
Revenues on services (e.g. providing certain benefits to members
entering into GBPN, assisting companies in China or Hong Kong in
carrying out marketing and sales activities in the U.S.A., assisting
companies in liaising with potential enterprise to employ the service
to be provided by the China Trade Center, etc.) are generally
recognized when services are made. The Company does not provide a
specific return policy. The Company does not provide discounts to the
customers.
Comprehensive Income
--------------------
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income." This statement
establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from
non-owner sources. Examples of items to be included in comprehensive
income, which are excluded from net income, include foreign currency
translation adjustments and unrealized gains and losses on
available-for-sale securities.
F-5
Cash and Cash Equivalents
-------------------------
For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
Inventories
-----------
Inventories are stated at the lower of cost or market, with the cost
determined on the first-in, first-out ("FIFO") basis. At June 30, 2004,
the Company had inventory recorded of $54,039 at cost.
Property and Equipment
----------------------
Property and equipment are recorded at cost. Maintenance and repairs
are expensed as paid, and expenditures that increase the useful life of
the asset are capitalized.
For financial reporting purposes, depreciation is provided using the
straight-line method over the following estimated useful lives of the
respective assets.
Land 50 years
Building 39 years
Building improvements 39 years
Machinery and equipment 5 years
Office equipment 5 years
Furniture and fixtures 7 years
Fair Value of Financial Instruments
-----------------------------------
The Company measures its financial assets and liabilities in Accordance
with the requirements of SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments." The carrying values of cash and cash
equivalents, accounts receivable, notes payable, deferred revenue and
accrued expenses approximate fair value due to their short-term
maturities of these instruments.
Income Taxes
------------
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes".
In accordance with SFAS No. 109, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial report amounts at
each period end, based on enacted tax laws and statutory tax rates
F-6
applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized. The provision for income taxes represents the tax payable for
the period, if any, and the change during the period in deferred tax
assets and liabilities.
Loss per Share
--------------
The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
share is computed by dividing loss available to common shareholders by
the weighted-average number of common shares outstanding. Diluted loss
per share is computed similar to basic loss per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.
Because the Company has incurred net losses, basic and diluted loss per
share is the same.
Foreign Currency Exchange Gains and Losses
------------------------------------------
The reporting currency for the Company is the United States dollar. The
functional currencies of the Company's foreign subsidiaries are Hong
Kong Dollar and Chinese Yuan Renminbi. Subsidiary's assets and
liabilities are translated into United States dollars at the exchange
rate in effect at the balance sheet date. Revenue and expenses are
translated at weighted average rate of exchange prevailing during the
period. The resulting cumulative translation adjustments are disclosed
as a component of accumulative other comprehensive income (loss) in
shareholders' equity. Foreign currency transaction gains and losses are
recorded in the statements of operations and comprehensive income
(loss) as a component of general and administrative expense.
Estimates
---------
In preparing financial statements in conformity with generally Accepted
accounting principles, management makes 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, as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Certain Risks and Concentrations
--------------------------------
Ongoing customer credit evaluations are performed by the Company and
collateral is not required. The Company maintains allowances for
potential returns and credit losses. Management believes that $14,160
of allowance is needed at June 30, 2004.
The Company's services include components subject to degree of
assurance and guarantee of the services and products sold by the
customers in China into the US marketplace, because the legal system in
F-7
China is still in an uncertain organizational status for dealing with
non-Chinese businesses. Failure to assure and guarantee could adversely
affect the Company's operating results. While the Company has ongoing
programs to minimize the adverse effect of such failures and considers
political and economic change in estimating its allowances, such
estimates could change in the future.
For the Six-month periods ended June 30, 2004, 100% of the Company's
net revenues were generated from the hotel operations. In order to
minimize the credit risk, the Company maintained $14,160 of allowances
for the period.
As of June 30, 2004, the Company maintained net assets of approximately
$89,000,000 at its locations in China. Although this country is
considered politically and economically stable, it is possible that
unanticipated events in this foreign country could disrupt the
Company's operations.
Reclassification
----------------
Certain reclassifications have been made to the 2003 financial
statements to conform to the 2004 presentation.
(3) GOING CONCERN
- ----------------------
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, for the Six-
month periods ended June 30, 2004, the Company incurred a net loss
before income taxes of $2,687,861 , mainly due to $522,371 of
conference and promotion fee for marketing and advertising of GBPN, and
$613,255 of salaries to employees and $120,000 of deferred salaries to
an officer consisting of approximately 47% of total selling, general
and administrative expenses. Further, the Company does not have an
established source of revenues sufficient to cover its operating costs
to allow it to continue as a going concern. These matters raise
substantial doubt about the Company's ability to continue as a going
concern.
The accompanying consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
(4) PREPAYMENTS AND OTHER CURRENT ASSETS
- ---------------------------------------------
Including the prepayments and other current assets, there is a
prepayment to a municipal government in China for acquiring a land in
HeiHe, China, amounted to approximately $1,208,182.
F-8
(5) PROPERTY AND EQUIPMENT
- -------------------------------
Property and equipment at June 30, 2004 consist of the following:
Land $ 42,976,215
Construction in progress 32,854,833
Building and improvements 20,306,023
Automobile 314,492
Machinery and equipment 112,512
Office equipment 115,234
Furniture and fixtures 32,361
----------------
96,711,670
Less: accumulated depreciation 434,961
----------------
TOTAL $ 96,276,709
================
Depreciation expense was $415,954 for the Six-month periods ended June
30, 2004. In January 2004, the Company entered into a `General
Agreement on Project Planning and Operation' with a certain contractor
in China, in order to develop commercial docks of NanTong, HeiHe and
KunShan. Pursuant to the `Agreement', total turnover of the projects
cannot be less than 3 billion yuan ($362,454,542; current exchange rate
- 8.2769) in the two-year contracting period from January 3, 2004 to
January 2, 2006.
As of June 30, 2004, the Company paid $29,389,348, capitalized as
construction in progress, for management fee, project feasibility
analysis and whole operation target valuation, whole project processing
fee, whole operation management processing fee, whole programming
processing, marketing programming and ichnography design.
(6) OTHER ASSETS
- ---------------------
Other assets consist of $91,327 of security deposit resulting from
non-cancelable operating leases for office space and nil of deferred
tax assets.
Security Deposit
----------------
During the second quarter of 2004, the Company entered into various
operating leases for office premises in China. In February 2004, due to
a maturity of the lease, the Company leased an office space and a
promotion premises in Los Angeles. As of the balance sheet date, the
lease contract has not been made yet for the lease.
Income Taxes - Deferred Tax Assets
----------------------------------
The following table presents the current and deferred income tax
(benefit) provision for federal and state income taxes for the Six-
month periods ended June 30, 2004:
F-9
Current tax provision:
Federal $ --
State $ 800
-------------
$ 800
-------------
Deferred tax (benefit) provision:
Federal $ (911,539)
State $ (237,800)
-------------
$ (1,149,339)
Add: deferred tax assets at Dec. 31, 2003 (1,150,346)
-------------
Deferred tax assets at June 30, 2004 $ (2,299,685)
-------------
Less: valuation allowance $ 2,299,685
-------------
Net deferred tax assets at June 30, 2004 $ --
-------------
Current income taxes are based upon the year's income taxable for
federal and state tax reporting purposes. Deferred income taxes
(benefits) are provided for certain income and expenses, which are
recognized in different periods for tax and financial reporting
purposes.
Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets
and liabilities that will result in taxable or deductible amount in the
future based on enacted tax laws and rates applicable to the period in
which the differences are expected to affect taxable income.
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, the projected future taxable
income and tax planning strategies in making this assessment. Based on
projections for future taxable income over the periods, during which
the deferred tax assets are deductible, management believes that it is
more likely that most of the deferred tax assets will be realized.
As of June 30, 2004, the Company had net operating loss carryforwards
for income tax purposes of approximately $5,400,000. The net operating
loss carryforwards may be offset against future taxable income through
2023. The utilization of net operating loss carryforwards may be
limited due to the ownership change under the provisions of Internal
Revenue Code Section 382 and similar state provisions. A full valuation
allowance is provided in the financial statements in respect of the tax
loss carry forwards as it is not certain that the tax loss will be
fully realized in the foreseeable future.
F-10
(7) NOTES PAYABLE - RELATED PARTY
- --------------------------------------
At June 30, 2004, an outstanding borrowing under this advance was
$429,000, and total interest accrued for the Six-month periods ended
June 30, 2004 was $19,360. Interest is imputed at 8% per annum and is
due upon demand.
(8) ADVANCE DEPOSITS
- -------------------------
As part of the establishment of the GBPN, the Company plans to sell
each store premise of trade centers to be built in HaiMen, NanTong, and
KunShan of China. At June 30, 2004, the Company recorded $10,482,328 of
advance deposits payable for the sale of the store.
(9) OTHER LIABILITIES
- --------------------------
Other liabilities consist mostly of $4,711,909 of assumed liability
(payable to HaiMen Construction Engineering Bureau) for the Acquisition
of a real property in HaiMen, China, $354,000 of deferred salaries to
an officer, and $216,000 of accrued consulting fee.
The Company incurred $120,000 of deferred salaries, the difference
between the stated salaries ($120,000) and the actual compensation
($0), for the services provided by an officer, charged to operations
for the Six-month periods ended June 30, 2004. At June 30, 2004, none
of the deferred compensation was actually paid.
(10) COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Litigation
----------
To the Company's knowledge, there are neither existing claims nor
pending or threatened litigation, either asserted or unasserted, which
would be material to the Company.
Operating leases
----------------
As of June 30, 2004, the minimum lease payments for office and
residential premises under operating leases and expenses in 2004 were
as follows:
Year ending December 31:
2004 $ 400,166
2005 421,525
2006 112,800
----------
$ 934,491
----------
Rental expenses for the Six-month periods ended June 30, 2004 was
$125,687.
F-11
(11) STOCKHOLDERS' EQUITY
- -----------------------------
Common Stock
------------
On January 13, 2004, the Company issued 6,463,415 shares of its common
stock at the price of $2.00, totaling $12,926,830, for the purchase of
a hotel in HaiMen, China.
In January 2004, the Company also issued 6,800 and 108,600 shares
common stock at the price of $3.00 (totaling $20,400 and $325,800,
respectively) to individuals in China for cash consideration.
Also, in February 2004, the Company issued 273,496 shares of common
stock to 466 individuals in China, at $3.00 per share, totaling
$820,488 in exchange for cash.
In June 2003, the Company sold 6,800 shares (total value: $17,000) of
its common stock at the price of $2.50 per share to a certain company
in Hong Kong. A share certificate was issued in March 2004.
In March 2004, the Company entered into an `Asset and Equity Stock
Exchange Agreement' with Everbright Development Overseas, Ltd.
(Everbright), in order to acquire the usage right of state-owned land
located in KunShan, China. On May 7, 2004, pursuant to the 'Agreement',
the Company issued 4,782,265 shares of its common stock at the price of
$5.00 per share (totaling $23,911,325).
Pursuant to a `Stock Subscription Agreement' entered into in March
2004, with Everbright, for operation funds, initial capital fund for
the registration of the subsidiaries in China, and property improvement
fund. On April 6, 2004, pursuant to the 'Stock Subscription Agreement',
the Company issue 3,126,000 shares of common stock at $5.00 per share,
totaling $15,630,000.
In December 2003, the Company also entered into a `Stock Subscription
Agreement' with Everbright for the issuance of the Company's common
stock of 50,000 shares at the price of $4.00, totaling $200,000. A
stock certificate was issued on April 1, 2004.
In April 2004, the Company issued 10,000 shares of its common stock at
$2.50 per share, totaling $25,000 to a consultant for his consulting
Services rendered. In April 2004, the Company cancelled 10,000 shares
of its common stock Issued. In October 2002, due to cancellation of the
contract with an entity.
For the quarter ended March 31, 2004, in order to procure operations
and projects funds in China, the Company entered into `Stock
Subscription Agreements' with numerous individuals in China, for the
issuance of 1,076,434 of the Company's common stock, at the price of
$3.00, totaling $3,229,301. As of June 30, 2004, physical stock
certificates have not been issued.
F-12
In April 2004, the Company entered into a 'Stock Subscription
Agreement' with Everbright for its operation fund. Pursuant to the
`Agreement', the Company will issue 20,000 shares of common stock at
$5.00 per share, totaling $100,000. As of June 30, 2004, a stock
certificate has not been issued.
In June 2004, the Company also entered into a 'Stock Subscription
Agreement' with Everbright for a capital fund for a subsidiary in China
and its operation funds in USA. Pursuant to the `Agreement', the
Company will issue 510,000 shares and 50,000 shares of common stock at
$5.00 per share, totaling $2,550,000 and $250,000, respectively. As of
June 30, 2004, stock certificates have not been issued.
(12) SUBSEQUENT EVENT
- --------------------------
In July and August 2004, the Company resolved to issue 3,000 shares
($5.00 per share, Totaling $15,000) of its common stock to an officer
for compensation purposes, pursuant to an 'Employment Agreement' dated
on April 6, 2004. On July 6, 2004, July 16, 2004 and August 25, 2004,
stock certificates have been issued.
F-13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
The following discussion may be understood more fully by reference to
the financial statements, notes to the financial statements, and the
Management's Discussion and Analysis or Plan of Operation section contained in
our Annual Report on Form 10-KSB, filed with the Securities and Exchange
Commission on April 14, 2004.
PLAN OF OPERATIONS
We are engaged in the business of providing facilitation, credit and
logistical support to manufacturers and merchants engaged in international trade
between the People's Republic of China and the United States of America. We
intend to provide to the small to medium business in the PRC and USA logistical
support and credit assurance whereby interested buyers and sellers can:
o source available products and trading partners;
o receive language and other logistical assistance necessary for
negotiating and facilitating purchase order submission and
acceptance; and
o obtain, for the buyer, financial guarantees of product
delivery, quality and warranty claims and, for the seller,
financial guarantees of timely payment.
We intend to provide our facilitation, credit and logistical support
through our international Trade Assurance Centers. Our plan of operations over
the next 12 months is to complete the construction of the five Trade Assurance
Centers currently under development in the PRC and to commence the development
of a Trade Assurance Center in Los Angeles.
All manufacturers and merchants who subscribe to our services will be
required to become subscription members. Members will be entitled to full
logistical support and credit assurance. We intend to develop revenue from
operations primarily through membership fees and transaction based fees on all
international trades that take place through our network of services. GSL
members will be required to pay an initial membership fee of approximately
US$5,000. Each party to a transaction that takes place through our network, both
the buyer and seller, will be required to pay us 2% of the gross transaction
price. We also intend to develop revenue through the sale or lease of premises
at our international trade centers to our members, the provision of ancillary
trade services and the operation of our hotel located in HaiMen, JiangSu
Province, PRC.
We expect to begin providing credit assurance services to Chinese
merchants and manufacturers in business-to-business transactions taking place
within the PRC during the fourth quarter of 2004. Subject to the completion of
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our PRC-based Trade Assurance Centers, we expect to commence providing credit
assurance services in international transaction in the first quarter of 2005.
During the Six-month periods ended June 30, 2004, we generated $573,873
of revenue, all of which was derived from the operation of our hotel in HaiMen.
We incurred a net loss of $3,839,007 for the same period.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2004, we had a working capital deficit of $7,340,787.
However, approximately $10,482,328 of our current liabilities as of the date
consist of advance deposits paid by PRC merchants for the purchase of store
premises at our PRC-based Trade Assurance Centers. After backing out the advance
deposits, we had working capital as of June 30, 2004 of $3,141,541.
Our working capital requirements over the next 12 months will include
capital necessary for the development of the initial five Trade Assurance
Centers in the PRC and a Trade Assurance Center in Los Angeles. We will also
require capital to fund claims made under our credit assurance program. We have
established a line of credit in the amount of RMB1 billion with NanTong
Commercial Bank for purposes of funding any assurance claims. In addition to our
working capital on hand and the existing line of credit, we believe that we will
need an additional $200 million of working capital to fund our proposed plan of
operations. We intend to obtain the required capital a combination of bank debt
and sales of our equity securities. However, there are no commitments or
agreements on the part of anyone to provide us with additional bank financing or
purchase our securities. If we are unable to raise the additional $200 million
of working capital, our proposed plan of operations may be adversely affected.
The report of our independent accountants for the fiscal year ended
December 31, 2003 states that due to recurring net losses from operations and
the absence of an established source of revenue, there is substantial doubt
about our ability to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet financing arrangements.
FORWARD LOOKING STATEMENTS
We make written and oral statements from time to time regarding our
business and prospects, such as projections of future performance, statements of
management's plans and objectives, forecasts of market trends, and other matters
that are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Statements containing the words or phrases "will likely result," "are expected
to," "will continue," "is anticipated," "estimates," "projects," "believes,"
"expects," "anticipates," "intends," "target," "goal," "plans," "objective,"
"should" or similar expressions identify forward-looking statements, which may
appear in documents, reports, filings with the Securities and Exchange
Commission, news releases, written or oral presentations made by officers or
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other representatives made by us to analysts, stockholders, investors, news
organizations and others, and discussions with management and other
representatives of us. For such statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Our future results, including results related to forward-looking
statements, involve a number of risks and uncertainties that are described in
our 2003 Annual Report on Form 10-KSB. No assurance can be given that the
results reflected in any forward-looking statements will be achieved. Any
forward-looking statement made by or on behalf of us speaks only as of the date
on which such statement is made. Our forward-looking statements are based upon
assumptions that are sometimes based upon estimates, data, communications and
other information from suppliers, government agencies and other sources that may
be subject to revision. Except as required by law, we do not undertake any
obligation to update or keep current either (i) any forward-looking statement to
reflect events or circumstances arising after the date of such statement, or
(ii) the important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by
us, or which are reflected from time to time in any forward-looking statement
which may be made by or on behalf of us.
ITEM 3. CONTROLS AND PROCEDURES
Management, including the our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures were
effective, in all material respects, to ensure that information required to be
disclosed in the reports we file and submit under the Securities Exchange Act of
1934 are recorded, processed, summarized and reported as and when required.
There have been no significant changes in our internal controls or in
other factors which could significantly affect internal controls subsequent to
the date our management carried out their evaluation. There were no significant
deficiencies or material weaknesses identified in the evaluation and therefore,
no corrective actions were taken.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
In December 2003, we agreed to issue 50,000 shares of our common stock,
at a purchase price of $4.00 per share, to Everbright. The common shares have
been issued on April 1, 2004. The common shares were issued pursuant to Section
4(2) of the Act. There was no underwriter involved in this issuance.
In April 2004, the Company issued 10,000 shares of its common stock at
$2.50 per share, totaling $25,000 to a consultant for his consulting services
rendered. The common shares were issued pursuant to Section 4(2) of the Act.
There was no underwriter involved in this issuance.
For the quarter ended March 31, 2004, in order to procure operations
and projects funds in China, the Company entered into `Stock Subscription
Agreements' with numerous individuals in China, for the issuance of 1,076,434 of
the Company's common stock, at the price of $3.00, totaling $3,229,301. As of
June 30, 2004, physical stock certificates have not been issued, however, the
common shares will be issued pursuant to Regulation S under the Act. There was
no underwriter involved in this issuance.
In April and June 2004, we agreed to issue 580,000 shares of common
stock, at a purchase price of $5.00 per share, to Everbright. The common shares
have not been issued as of the date of the report, but will be issued pursuant
to Regulation S under the Act. There was no underwriter involved in this
issuance.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Index to Exhibits
-----------------
Exhibit 31.1 Section 302 Certification
Exhibit 32.1 Section 906 Certification
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K dated June 23,
2004 to report the engagement of Deloitte Touche Tohmatsu as
independent accountants to the Company.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GSL Holdings, Inc.
(Registrant)
Dated: September 23, 2004 By: /S/ LUIS CHANG
-------------------------------
Luis Chang,
President, Chief Executive Officer
and Chief Financial Officer
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