UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13
or 15(d) of the Securities and Exchange
Act of 1934.
For the quarterly period ended September
30, 2003
International Group Holdings Inc.
(Exact name of registrant as specified
in its charter.)
UTAH 43-198-8515
State or other jurisdiction of (I.R.S. Employer
incorporation or organization identification No.)
2457 East Sunrise Boulevard
Fort Lauderdale Florida 33304
Registrants telephone number, including area code:
(561) 809 4033
Indicate by check mark whether the registrant (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 [ ]
Indicate the number of shares outstanding of each of the
issuers classes of common stock as of the latest practical
date:
16576071. Shares of common stock issued and outstanding at
30 September 2003
Table of Contents
-------------------------
2
Part One Financial Information
- --------------------------------------------
Item 1 Financial Statements
Balance Sheets - Assets 3
Balance Sheets - Liabilities and Stockholders' Equity 4
Statement of Operations - 3 months 5
Statement of Stockholders equity 6
Statement of cashflows 7
Notes to consolidate Financial Statements 8
Part two
- ------------
Managements discussion and analysis of plan of
operation 10
Controls and proceedures 11
Part Three
- ---------------
Item 1 Legal proceedings
Item 2 Changes in Securities
Item 3 Defaults upon Senior Securities
Item 4 Submissions of Matters to a vote of security
holders
Item 5 Other information
Item 6 Exhibitis and reports
Item 7 Signatures
International Group Holdings Inc.
Formerly GSCS
Consolidated Balance Sheets
3
Balance Sheets
As of September 30th 2003 and April 3rd 2003
ASSETS.
Current Assets: September 30 April 3 2003
Cash $10802 $23431
Fixed Assets:
Furniture and Equipment 15000 $15000
Less accumulated deprn of (750) 0
Investments In: (Note 4)
International Yacht Sales Group $1979000 $1979000
Emedi8 $1609000 $1609000
IWorldRealty $ 450000 $ 450000
International Offshore $ 30000 $ 30000
International Boat Services $ 25000 $ 25000
International Marina Services $ 25000 $ 25000
International Commercial Shipp $ 195000 $ 0
Sub total $4338052 $4118000
Other Assets:
Start-up Assets $185000 $ 185000
TOTAL ASSETS $4523052 $4341431
--------- ----------
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accrued legal fees $ 0 $ 5,000
Stockholders loans $180000 $180000
Total Current Liabilities $180000 $185000
Stockholders Equity
Common Stock, $0.001 Par value
100,000,000 Shares Authorized,
Shares issued and outstanding 16576071 14955000
$ 16576 $ 14955
Additional paid-in-capital $4141476 $4141476
Additional New Assets paid in $ 185000
Total Stockholder Equity. $4343052 $4156431
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $4523052 $4341431
International Group Holdings Inc.
Formerly GSCS
Consolidated Balance Sheets
4
Liabilities and Stockholders Equity
September 30 Apri 3
2003 2003
------------ -----------
(Unaudited) (Audited)
Current Liabilities
Accounts payable $ 2944 $ 5000
Taxes payable 0 0
Notes payable 0 0
Accrued interest 0 0
---------- ----------
Total Current Liabilities 2944 5000
---------- -----------
Long-term Liabilities
Notes payable 0 0
Due to shareholders 180000 180000
---------- -----------
Total Long-term Liabilities 180000 180000
------- ---------
Total Liabilities 182944 185000
------ ------
Stockholders Equity:
Common stock
Authorized 100,000,000
shares at $0.001 par value.
Issued and outstanding at
September 30 2003 16576071
and 14955000 at April 3 2003 16576 14955
Preferred stock:
Authorized 50000000
shares at $0.001 par value.
issued and outstanding: None.
Paid in capital 4141476 4141476
Additonal New Assets 185000
-------- --------
Total Stockholders Equity 4343052 $4156431
--------- ---------
Total Liabilities and
Stockholders Equity $4523052 $4341431
========= ========
See accompanying notes.
International Group Holdings Inc.
Formerly GSCS
Consolidated Balance Sheets
5
Statement of Operations
3 Months ended
-------------------------------
Sept 30,
2003
-----------
Revenues: $ 4426040
Revenue Derived $ 195873
Cost of Sales $4230167
-----------
Total Net Revenues $ 51610
-----------
Operating Expenses:
Depreciation and Amortization ( 750)
Selling, General and Administrative ( 37636)
-----------
Total Operating Expenses (38,386)
-----------
Gain (Loss) from operations 13,224
-----------
Other Income (Expense):
Provision for federal income tax -0-
Interest expense 0
-----------
Total Other Income (Expense) 0
-----------
Income before provision for
income taxes 13,244
Provision for income taxes -0-
----------
Net Income (Loss) $ 13,244
==========
Number of Outstanding Shares 16,576,071
See accompanying notes.
International Group Holdings Inc.
Formerly GSCS
Consolidated Statement of Stockholders Equity
From April 3 2003 through Spetember 30 2003
Common Stock Paid in
Shares Amount Capital Totals
-------- ------ ------- -----
Shares issued at April 3
to initial shareholders 14955000 14955 14955
Capital contributed by S/H 4141476 4141476
Net for year 2003 0 0
--------- ------ -------- ------
Balance April 3 2003 14955000 14955 4141476 $4156431
Stock issued as
consideration services 700000 700 0 0
Share Holder debt 255000 255 (51,000) (51000)
Services Infintiy 300000 300 0 0
504 stock 97000 178 18200 18200
Director stock 269071 350 0 0
---------- ------ ------- ------
Balance September 30 2003 16576071 16576 $4108676 $4123631
(Unaudited) ========== ====== ======= =====
International Group Holdings Inc.
Formerly GSCS
Consolidated Statement of Cashflows
From April 3 2003 through Spetember 30 2003
Six Months ended
-------------------------
Sept 30 April 3
2003 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss) $ 13224 $ 0
Non-cash adjustments to reconcile net income
to Net cash provided by operating activities:
Depreciation and amortization (750) $ 0
Change in assets and liabilities:
(Increase)decrease in accounts receivable $ 0 $ 0
(Increase)decrease in prepaid expenses $ 0 $ 0
(Increase)decrease in inventory $ 0 $ 0
Increase(decrease) in accounts payable $ (2056) $ 0
Increase(decrease) in accrued expenses $ 0 $ 0
-------- ------
Net cash provided by operating activities 11,168 $ 0
---------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase)decrease in notes receivable - -
Proceeds from sale (cost) of equipment - -
---------- ------
Net cash provided(used)by investing activities -0- 0
---------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 0 0
Repayment of notes payable 0 0
Increase in shareholder notes payable` 0 0
Stock issued 1621071 0
Contributed capital 13200 0
-------- -------
Net cash provided by financing activities 13200 0
---------- -------
NET INCREASE (DECREASE) IN CASH 13200 0
CASH BALANCE BEGINNING OF PERIOD $ 23431 $ 23431
-------- ---------
CASH BALANCE END OF PERIOD $ 36631 $ 23431
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year:
Interest -0- -0-
Income taxes -0- -0-
See accompanying notes.
International Group Holdings Inc.
Formerly GSCS
Notes to Consolidated Financial Statements
NOTE 1 -UNAUDITED INTERIM INFORMATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and
with the instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair
presentation have been included. Operating results for
the six-month period ending September 30 2003 are not
necessarily indicative of the results that
may be expected for the year ending December 31 2003.
(1) The unaudited financial statements include the accounts
of IGH and all of the wholly owned subsiduaries and include
all adjustments (consisting of normal recurring items)
which are in the opinion of management necessary
to present fairly the financial position as of September
30 2003 and the results of operations and cash flows for
the six-month period ended September 30 2003 from
opening balances of April 2003. The results of operations
for the six-month period ended September 30 2003 are not
necessarily indicative of the results to be expected for
the entire year.
(2) Earnings (loss) per common shares are based on the
weighted average number of shares outstanding during
the period.
Over view
Liquidity and Capital Reserves
During the first six months of operation, IGH has used
$25,000 cash for operational activities and investing
activities have provided no cash. Financiing activities
secured no funding although considerable time was used
by the management on this avenue. The company has as
a result of the failure to secure the funding has created
a small shortfall in cash reserves which may present a
small cashflow issue but should be covered by sales
returns in the short to medium term. The cost base of
the business was specifically developed to bring on
line the revenue streams the company has in development
which willsee excllent returns in the medium term, circa
6 months but due to the failure of the funding options
through third party non perfomrance the cost base of two
of the companies wholly owned by IGH has been
increased and so will suffer short term cash flow
problems. Both businesses expect to trade through
these issues in the medium term.
IGH has a very low cost business model and as such only
requires currently $15000 per month to function. This is
derived from income with some support from a major
shareholder to date if there are any shortfalls. This
is not seen as a long term issue as sales volume grows
and the US operation begins in earnest.
There are no loans or debts or indeed creditors with
regard to IGH of any significance over $500. It is
ecpected that a small creditline will be developed
to cater to the small cashflow issues within the
business.
The company now requires funding through debt or
equity specifically to allow the growth of the
businesses owned by IGH and to complete the
acquisitions in hand to realise the peotential
of the company. A small injection of funds will
resolve all the minor cashlfow issues.
Controls and Proceedures
Both the CEO and CFO have evaluated the as of
the last day of the period covered by this
report the effectiveness of the design and
operation of our disclosure controls and
proceedures (as defined in Rule 15d - 15 under
the Securities Exchange Act of 1934). This
evaluation has been reveied by the board as
well as the direct management of the corporation
and to the best of our knowledge and belief have
concluded that the disclosure controls and
proceedures are effective.
Disclosure controls and Proceedures are put in
place by the management of IGH specfically to ensure
the financial information and condition of the
corporation is disclosed to shareholders and other
parties in a fair and full manner as outlined by
the rules of the SEC.
There have been changes in the Company's internal
controls over accounting with the appointment of a
full time CFO (Chief financial officer) to ensure
compliance with the Sarbanes Oxley Act of 2002 and
also to allow more controls and foresight in the
companys development.
The accompanying unaudited and consolidated
financial statementshave been prepared in accordance
with generally accepted accounting principles for
interim financial information and to the best of the
managements knowledge and belief the Form 10-QSB
instructions and Regulations S-B. Accordingly they
do not include all the footnotes and and supporting
information required by generaly accepted accounting
principles for complete financial statements.
The management has made all necesary adjustments to
these accounts to show a full and fair representation
of the current status of the company. Operating
results from the period are not necesarily indicative
of the results the company will see for the year
ending Decemeber 31 2003.
Earnings (loss) per common share are based upon the
weighted average number of shares outstanding during
the period.
Part two
- ------------
Managements discussion and analysis of plan of operation
The discussion and analysis following should be read
in conjunction with the preceeding financial statements
and the information contained in the previous filings
by the company. Except for the historical information
made available within this document the matters
discussed in this Form 10 QSB contain forward looking
statements within the meaning of sections 27A of the
Securities Act of 1933 as ammended and Section 21E of
the Scurities Exchnage Act of 1934, as ammended and
the Private Securities Litigation Reform Act of 1995
including, among others (i) expected changes in the
companies revenues and profitability (ii) prospective
business assumptions (iii) the companys strategy
for financing its business that are based on the
managements beliefs and assumptions, current
expectations, estimates and projections. Statements
that are not historical facts includeing without
limitiation statements which are preceeded by
followed by, or include the words (believes anticipates
plans expects may should) or similar expressions are
forward looking statements. Many of the factors that
will determine the Companys future results are beyond
the ability of the company to control or predict
.. These statements are subject to risks and
uncertainties and andso by default actual results
may differ.All subsequent written and oral forward
looking statements attributable to the company or
persons acting in its behalf are expressed qualified
in their entirity by these cautionary statements.
The Company disclaims any obligaton to update any
forward looking statement whether as a result of
new information, future events or otherwise.
Important factors may include but are not limited
to the risk of significant natural disaster the
inability of the Company to insure against certain
risks fluctuations in commodity priceschanging
governmental regulations as well as general market
conditions competition and pricing and other risks
detailed from time to time in the Company's SEC
reports copies of which are available upon request
from the company.
Results of Operations.
IGH has 100% ownership of several companies as
detailed on the company's website. However the
primary business through the Yacht sales division
continues to grow with sales for this quarter
being slightly below expectations at $3.5 million.
However these have been increased through sales
in the commercial sector which was developed from
September 2003 onwards. Sales for this quarter
from the commercial sector were $840000 through
6 new builds.
License sales have been slow specifically due to
the managements time allocation for the running
of IGH being so high and considerable efforts and
time spent on funding for the company to allow it
to realise it's growth potential. Although there
has been an incredible amount of positivity about
the Company and its service no external funding
to date (September 2003) has been realised. The
management believes that this will be forthcoming
in due course.
The Marine Sector saw gross sales of $4016288 for
the second quarter (prior to this quarter) with
gross income of $6912276 which is very close to
expectations. For this thrid quarter, gross sales
were $4,426,040 with a gross income to the company
of $51, 610.55 (Note that this is based on the
exchange rate of the day). The drop in income
was specifically due to the drop in license sales
(Only one in the period) due to managements
dilution of business development time. There are
four licenses under discussion with contracts
for this quarter already and two master licencee
contracts in circulation.
Cost of operations has increased specifically
through the cost burden to the company of the
Chief Financial Officer although his costs will
be offset by the development of the finance
and insurance division within the group which
the CFO has considerable experience in
previously.
Part Three
- ---------------
Item 1 Legal proceedings
The Company and its subsiduaries have no legal
proceedings in force except as instigated by the
company for the recovery of a debt owed due to
non payment of fees earned upon the sale of a
vessel. This is a simple issue of recovering fees
due with no reflection on thecompany or its officers
Item 2 Changes in Securities
None
Item 3 Defaults upon Senior Securities
None
Item 4 Submissions of Matters to a vote of security
holders
None
Item 5 Other information
IGH is in the comments stage of the form 10 and is
working hard on these to expadite the completion
and promotion of the company forward onto the
Bulletin Board or similar. The board of IGH has had
three resignations specifically the three resident
directors brought on board to develop USA sales and
company profile. Plans are afoot to replace these
directors in due course.
IGH has entered this month (Novemeber) merger
talks with a fully listed company. This is very
preliminary stages as yet.
IGH has withdrawn from talks with World Wide Connect
and will not complete on the LOI previously issued.
IGH continues talks with IYT specifically to consolidate
into the marine sector.
Item 6 Exhibitis and reports
Exhibit 1 Decleration by CEO for Sarbanes-Oxley Act
Exhibit 2 Decleration by CFO for Sarbanes Oxley Act]
Exhibit 3 Certificate of CFO for the Sarbanes-Oxley Act 2002
Exhibit 1
Certificate Pursuant to 18 USC Section 1350
As Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
I Gregg Fryett President and Ceo of IGH certify that
1 I have reviewed this quarterly report on Form 10-QSB of IGH.
2 Based upon my knowledge, this report does not contain any
untrue statement of a material fact or omit to stte a material
fact necessary to make the statements made in light of the
curcumstances under which such statements made not misleading
withrespect to the period covered by this report.
3 Based on my knowledge the financial statements and other
financials information included in this report fairly present
in all the material respects the financial condition results of
operations and cashflows of the regsitrant as of and for the
periods presented in this report.
4 The small business issuers other certifying officers and I
are responsible for establishing and maintianing disclosure
controls and proceedures (as defined in Exchange Act
Rules 13a-15 (e) and 15d-15(e) for small business issuer
and have
a) designed such disclosure controls and proceedures or
caused such disclosure controls and proceedures to be
designed under our supervision to ensure that material
information relating to the small business issuer including
consolidated subsiduaries is made known to us by others
within those entities particularily thorugh the period in
which this report is being prepared.
b) Evaluated by the effectiveness of the small business
issuers disclosure and proceedures and presented in this
report our conditions about the effectiveness of the
disclosure controls and proceedures as of the end of
the period covered by this report based on such valuation.
c) Disclosure in this report of any change in the small
business issuers internal control over financial reporting
that occurred during the small business issuers most
recent fiscal quarter that has matrially affected or is
reasonably likely to materially affect the small business
issuer's internal control over financial reporting.
5 The small business issuers other certifying officers
and I have disclosed, based on our most recent
evaluation of the internal contrrol of of financial reporting
to the small business issuers auditors and the audit
committee of the small business issuers board of
directors(or persons performing the equivalent functions)
a) all significant deficiences and material weaknesses
in the design or operation of the internal control over
finacial reporting which are reasonably likely to adversly
affect the small business issuers ability to record
process and summarize and report financial information
and
b) any fraud,whether or not material,that involves
managment or other employees who have a significant
role in the small business issuers internal control over
financial reporting.
Date Novemeber 15th 2003
/s/ Gregg Fryett
------------------------
Gregg Fryett
CEO
Exhibit 2
Certificate Pursuant to 18 USC Section 1350
As Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
I Charles Alliban CFO and director of IGH certify that:
1 I have reviewed this quarterly report on Form 10-QSB of IGH.
2 Based upon my knowledge this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made in light of the
circumstances under which such statements made not misleading
withrespect to the period covered by this report.
3 Based on my knowledge the financial statements and other
financials information included in this report fairly present
in all the material respects the financial condition results
ofoperations and cashflows of the regsitrant as of and for the
periods presented in this report.
4 The small business issuers other certifying officers and I
are responsible for establishing and maintianing disclosure
controls and proceedures (as defined in Exchange Act Rules
13a-15 (e) and 15d-15(e) for small business issuer and have:
a) designed such disclosure controls and proceedures, or
caused such disclosure controls and proceedures to be
designed under our supervision to ensure that material
information relating to the small business issuer including
consolidated subsiduaries is made known to us by others
within those entities particularily thorugh the period in
which this report is being prepared.
b) Evaluated by the effectiveness of the small business
issuers disclosure and proceedures and presented in this
report our conditions about the effectiveness of the
disclosure controls and proceedures as of the end of the period
covered by this report based on such valuation.
c) Disclosure in this report of any change in the small
business issuers internal control over financial reporting
that occurred during the small business issuer's most
recent fiscal quarter that has matrially affected or is
reasonably likely to materially affect the small business
issuer's internal control over financial reporting.
5 The small business issuers other certifying officers
and I have disclosed based on our most recent evaluation
of the internal contrrol of of financial reporting to the
small business issuers auditors and the audit committe
of the small business issuers board of directors(or persons
perfomring the equivalent functions)
a) all significant deficiencies and material weaknesses
in the design or operation of the internal control over
finacial reporting which are reasonably likely to adversly
affect the small business issuers ability to record process
and summarize and report financial information and
b) any fraud whether or not material, that involves
managment or other employees who have a significant
role in the small business issuers internal control over
financial reporting.
Date: Novemeber 15th 2003
/s/ Charles Alliban
------------------------
Charles Alliban
CFO
Exhibit 3
Certificte of Chief Financial Officer
Pursuant to 18USC Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of International Group
Holdings Inc. (The Company) on Form 10-QSB for the period
ending September 30 2003 as filed with the Securities and
Exchnage Commission on the Date hereof (The Report) I
Charles Alliban CFO of the Company certify pursuant to
18USC ss 1350 as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act 2002 that
(1) The repot fully complies with the requirements of Section
13(a) or 15(d) of the securities Exchange Act of 1934 to the
best of my knowledge and
(2) The information contained in the Report failry reprsents
in all material respects the financial condition and results of
operations of the Company.
Date; November 15th 2003
/s/ Charles Alliban
------------------------
Charles Alliban
CFO