ITEM 1. BUSINESS
Introduction
The Company is a Nevada company with a limited operating history. On December 11, 2001, Global Diversified Industries, Inc., formerly Global Foods Online, Inc. (the "Company") acquired two wholly-owned subsidiaries, Majestic Modular Buildings, Ltd. ("Modular"), and Lutrex Enterprises, Inc. ("Lutrex"), an entity controlled by the Company's President and Chief Executive Officer.
Modular was engaged in the business of designing, manufacturing and marketing re-locatable modular structures such as classrooms and office buildings and was under contract to build multiple single story classrooms for two school districts in southern California.
The Company is a holding company for two wholly owned subsidiaries, Lutrex Enterprises, Inc., an entity which holds equipment and inventory for the Company, and Global Modular, Inc., an entity which provides sales, marketing, manufacturing and construction site work of modular type structures.
Overview
The Company's subsidiary, Global Modular, Inc. ("Global Modular") is in the business of designing, manufacturing and marketing pre-fabricated, modular type structures. Global Modular's 100,000 square foot factory is located on sixteen acres adjacent to the municipal airport at Chowchilla, California. The manufacturing facility has the capacity to produce approximately $50,000,000 of revenue per year. Its principal customer base during the current fiscal year will be educational (public and private schools, universities, etc.), child-care and municipality sectors. Its product lines consist of a variety of relocatable (portable) classroom designs, and designs used specifically for permanent modular construction, i.e., complete schools, wing additions, etc. Global Modular's capabilities include single-story "slab-on-grade" construction, where a concrete slab is poured on site, which also serves as the floor. The structures are built in our factory and shipped to the site for installation on the concrete slab. The modular division has recently secured rights to state-of-the-art two-story designs recently owned by Aurora Modular Industries, Inc. All of Global Modulars' portable/modular structures are engineered and constructed in accordance with pre-approved building plans, commonly referred to as "P.C.'s" or "pre-checked" plans that conform to structural and seismic safety specifications administered by the California Department of State Architects (DSA). The DSA regulates all California school construction on public real estate and the DSA's standards are considered to be more rigorous than the standards that typically regulate other classes of commercial portable structures.
In the quarter ending October 31, 2006, Global Modular was awarded a five year contract with Victor Valley School District that contained a "piggyback clause. This allows Global Modular to provide educational customers with product contracted under a "piggyback clause". The State of California allows school districts to canvass proposals from modular classroom vendors under a bidding process where the successful bidder can provide other public school districts and municipalities portable classrooms under a "piggyback contract" issued by the originating school district. This process saves school districts valuable time and resources from the necessity of soliciting bids. A modular vendor who possesses a "piggybackable contract" containing competitive pricing and a variety of design options may have access to future business for up to five years, depending on the term of the piggyback contract. This piggyback contract includes all appropriate pricing parameters pertinent to Global's "permanent modular construction" designs. Global Modulars' piggyback contract provides them the flexibility to offer California public schools and municipalities an expanded variety of design and pricing alternatives to meet virtually any design request by the school district and/or architect.
Among Global Modular’s asset base is its integrated, state-of-the-art, automated manufacturing process which includes equipment, raw material and marketing collateral that are specifically designed for the high capacity fabrication of modular structures. Future revenue generation and growth partially depends on the success of marketing efforts to the educational sector for single-story and two-story designs.
The Company’s subsidiary Global Modular, Inc. has secured necessary architectural and engineering approvals from the State of California (Division of the State Architect) for their single story and two-story designs. The two-story design is desirable by school districts since individual two-story buildings can be installed side-by-side to form a cluster of buildings, occupying hundreds of students. The two-story design is fully equipped with easy access to the second story by stairs and balcony along with a hydraulic elevator to accommodate handicapped students, teachers and visitors. School districts continue to turn to two-story portable classrooms to satisfy their space dilemma since they have little real estate to surrender. Since the recent acquisition of Aurora Modular Industries intellectual property, the promotion of single-story slab-on-grade and two-story designs will be the main focus of our sales team during the next several years. Global Modular now possesses adequate DSA approved designs that can meet virtually any type configuration and aesthetic alternatives a school district may desire.
During the remainder of 2010, Global Modular will focus its attention on the sales and marketing of portable classrooms and modular buildings to the Federal Government, State Government, California public and private school sectors including California municipalities. Since the state of California has been experiencing an economic downturn, the Global Modular expanded its market to include Federal Government projects.
Employees
As of April 30, 2010 the Company had 50 employees. The Company anticipates that the number of employees will increase over the next twelve months. The Company does not expect to have any collective bargaining agreements covering any of its employees.
ITEM 1A.
ITEM 1A. RISKS FACTORS
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY PREDICTIONS AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS USUALLY CONTAIN THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN," "EXPECT," OR SIMILAR EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD REVIEW CAREFULLY VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET BELOW AND IN THE COMPANY'S OTHER SEC FILINGS. THESE RISKS AND UNCERTAINTIES COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR PUBLICLY ANNOUNCE REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
We May Need Additional Financing To Fully Implement Our Business Plan, And We Cannot Assure You That We Will Be Successful In Obtaining Such Financing Or In Continuing Our Operations.
We have focused our efforts on developing our business in the construction and sale of modular building structures. We will need to raise additional capital to continue to implement fully our business plan and continue to establish adequate manufacturing, marketing, and sales operations. There can be no assurance that additional public or private financing, including debt or equity financing, will be available as needed, or, if available, on terms favorable to us. Any additional equity financing may be dilutive to our stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common or preferred stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.
If We Are Unable To Manage Future Growth, Our Business May Be Negatively Affected
We are continuing to pursue a strategy of rapid growth, and plan to expand significantly our manufacturing capability and devote substantial resources to our marketing, sales, administrative, operational, financial and other systems and resources. Such expansion will place significant demands on our marketing, sales, administrative, operational, financial and management information systems, controls and procedures. Accordingly, our performance and profitability will depend on the ability of our officers and key employees to:
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manage our business and our subsidiaries as a cohesive enterprise;
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manage expansion through the timely implementation and maintenance of appropriate administrative, operational, financial and management information systems, controls and procedures;
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add internal capacity, facilities and third-party sourcing arrangements as and when needed;
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maintain service quality controls; and
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attract, train, retain, motivate and manage effectively our employees.
There can be no assurance that we will integrate and manage successfully new systems, controls and procedures for our business, or that our systems, controls, procedures, facilities and personnel, even if successfully integrated, will be adequate to support our projected future operations. Any failure to implement and maintain such systems, controls and procedures, add internal capacity, facilities and third-party sourcing arrangements or attract, train, retain, motivate and manage effectively our employees could have a material adverse effect on our business, financial condition and results of operations.
We May Face Strong Competition From Larger, Established Companies
We likely will face intense competition from other builders of modular structures , virtually all of which can be expected to have longer operating histories, greater name recognition, larger installed customer bases and significantly more financial resources, facilities and manufacturing and marketing experience than the Company.
In addition, we expect to face additional competition from new entrants into our targeted industry segments. As the demand for modular products grows and new markets are exploited, we expect that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products and services.
Increased competition could result in price reductions, fewer product orders, and reduced operating margins, any of which could materially and adversely affect our business, financial condition and results of operations.
Our Success Depends In Large Part On Our Ability To Attract And Retain Key Employees And Management
Our success and execution of our business strategy will depend significantly upon the continuing contributions of, and on our ability to attract, train and retain qualified management, marketing, sales, operational, production, administrative and technical personnel. In this regard, we are particularly dependent upon the services of Phil Hamilton, our President and Chief Executive. The loss of the services of Mr. Hamilton and the failure to attract, train and retain additional qualified personnel in a timely manner could have a material adverse effect on our business, financial condition and results of operations.
Our Results Of Operations May Highly Fluctuate From Quarter To Quarter As We Continue To Grow, Therefore You Cannot Use These Results To Predict How We May Perform In The Future
As a result of our limited operating history, we do not have historical financial data for a significant number of periods in which to base our planned operating expenses. In addition our revenues have not met our expectations. Our expense levels are based in part on our projections as to future revenues that are expected to increase. It is anticipated that as we mature, our sales and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, among others:
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the volume, timing of, and ability to fulfill customer orders;
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the demand for our products;
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the number, timing and significance of product enhancements and new product introductions by us and our competitors;
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changes in pricing policies by us or our competitors;
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changes in the level of operating expenses;
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expenses incurred in connection with our plans to fund greater levels of sales and marketing activities and operations, and broaden our customer support capabilities ;
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personnel changes;
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product defects and other product or service quality problems; and
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general domestic and international legal, economic and political conditions.
Any unfavorable changes in these or other factors could have a material adverse effect on our business, financial condition and results of operations.
We May Not Be Able To Obtain Sufficient Contract Bonding
The sale of our products to certain government and/or private customers may require contract performance bonding. The availability of contract bonding in the remediation market has been curtailed since the September 11, 2001 World Trade Center disaster. Insurance bonding requirements often require collateral of 100% of the contract amount. The collateral and bonding requirements could limit the number and size of projects requiring bonds undertaken by the Company. In the event contract bonding cannot be obtained at an economical price or collateral requirements are beyond the Company's financial capability the failure to obtain contract bonding could have a material adverse effect on the Company's business, financial condition and results of operations.
Limited Operating History; Anticipated Losses; Uncertainty Of Future Results
The Company has only a limited operating history upon which an evaluation of its operations and its prospects can be based. The Company's prospects must be evaluated with a view to the risks encountered by a company in an early stage of development, particularly in light of the uncertainties relating to the new and evolving manufacturing methods with which the Company intends to operate and the acceptance of the Company's business model. The Company will be incurring costs to develop, introduce and enhance its products, to establish marketing relationships, to acquire and develop product lines that will complement each other and to build an administrative organization. To the extent that such expenses are not subsequently followed by commensurate revenues, the Company's business, results of operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to generate sufficient revenues from the sale of their modular buildings and related products. The Company may have negative cash flow from operations to continue for the next four (4) quarters as it continues to develop and market its business. If cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may be required to sell additional equity or debt securities. The sale of additional equity or convertible debt securities would result in additional dilution to the Company's stockholders.
Potential Fluctuations In Annual Operating Results
The Company's annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside the Company's control, including: the demand for manufactured modular buildings; seasonal trends; introduction of new government regulations and building standards; local, state and federal government procurement delays; general economic conditions, and economic conditions specific to the modular building industry. The Company's annual results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Particularly at the Company's early stage of development, such accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that the Company's operating results will fall below the expectations of the Company or investors in some future quarter.
Limited Public Market, Possible Volatility Of Share Price
The Company's common stock is currently quoted on the OTC Bulletin Board under the ticker symbol GDIV. As of August 9, 2010, there were 15,369,885 shares of common stock outstanding. There can be no assurance that a trading market will be sustained in the future. Factors such as, but not limited to, technological innovations, new products, acquisitions or strategic alliances entered into by the Company or its competitors, failure to meet security analysts' expectations, government regulatory action, patent or proprietary rights developments, and market conditions for manufacturing stocks in general could have a material effect on the volatility of the Company's stock price.
Management Of Growth
The Company expects to experience significant growth in the number of employees and the scope of its operations. In particular, the Company intends to hire additional engineering, sales, marketing, and administrative personnel. Additionally, acquisitions could result in an increase in the number of employees and business activity. Such activities could result in increased responsibilities for management. The Company believes that its ability to increase its customer support capability and to attract, train, and retain qualified engineering, sales, marketing, and management personnel, will be a critical factor to its future success. In particular, the availability of qualified sales engineering and management personnel is quite limited, and competition among companies to attract and retain such personnel is intense. During strong business cycles, the Company may experience difficulty in filling its needs for qualified sales, engineering and other personnel.
The Company's future success will be highly dependent upon its ability to successfully manage the expansion of its operations. The Company's ability to manage and support its growth effectively will be substantially dependent on its ability to implement adequate improvements to financial and management controls, reporting and order entry systems, and other procedures and hire sufficient numbers of financial, accounting, administrative, and management personnel. The Company's expansion and the resulting growth in the number of its employees have resulted in increased responsibility for both existing and new management personnel. The Company is in the process of establishing and upgrading its financial accounting and procedures. There can be no assurance that the Company will be able to identify, attract, and retain experienced accounting and financial personnel. The Company's future operating results will depend on the ability of its management and other key employees to implement and improve its systems for operations, financial control, and information management, and to recruit, train, and manage its employee base. There can be no assurance that the Company will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures, and any inability to do so would have a material adverse effect on the Company's business, results of operations, and financial condition.
The Company's future success depends upon its ability to address potential market opportunities while managing its expenses to match its ability to finance its operations. This need to manage its expenses will place a significant strain on the Company's management and operational resources. If the Company is unable to manage its expenses effectively, the Company's business, results of operations, and financial condition will be materially adversely affected.
Risks Associated With Acquisitions
As part of its business strategy, the Company expects to acquire assets and businesses relating to or complementary to its operations. These acquisitions by the Company will involve risks commonly encountered in acquisitions of companies. These risks include, among other things, the following: the Company may be exposed to unknown liabilities of the acquired companies; the Company may incur acquisition costs and expenses higher than it anticipated; fluctuations in the Company's quarterly and annual operating results may occur due to the costs and expenses of acquiring and integrating new businesses or technologies; the Company may experience difficulties and expenses in assimilating the operations and personnel of the acquired businesses; the Company's ongoing business may be disrupted and its management's time and attention diverted; the Company may be unable to integrate successfully.
Risk Of Penny Stock
Our common stock is deemed to be a "penny stock" as that term is defined in Rule 3a51-1 of the Exchange Act of 1934. Penny stocks are stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an issuer with net tangible assets less than US$2,000,000 (if the issuer has been in continuous operation for at least three years) or US$5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than US$6,000,000 for the last three years.
A principal exclusion from the definition of a penny stock is an equity security that has a price of $5.00 or more, excluding any broker or dealer commissions, markups or markdowns.
Since the Company's common stock was deemed a penny stock, section 15(g) and Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers dealing in the Company's common stock to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Exchange Act of 1934 Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company's common stock to resell their shares to third parties or to otherwise dispose of them.
The Trading Price Of Our Common Stock May Decrease Due To Factors Beyond Our Control.
The trading price of the common stock is subject to significant fluctuations in response to numerous factors, including:
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Variations in anticipated or actual results of operations;
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Announcements of new products or technological innovations by us or our competitors;
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Changes in earnings estimates of operational results by analysts;
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Results of product demonstrations.
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Inability of market makers to combat short positions on the stock;
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Inability of the market to absorb large blocks of stock sold into the market;
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Developments or disputes concerning our licensed patents, trademarks or proprietary rights; and
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Comments about us or our markets posted on the Internet.
Moreover, the stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our Common Stock. If our shareholders sell substantial amounts of their common stock in the public market, the price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity related securities in the future at a price we deem appropriate.
The Conversion of Outstanding Preferred Stock and Exercise of Warrants will Cause Dilution of the Holders of Common Stock
The Holders of the Preferred Stock have the right to convert their Preferred Stock into 342,270,141 shares of Common Stock and the Holders of Warrants have the right to purchase a total of 374,633,069 shares of Common Stock. In the event that the Holders of the Preferred Stock and/or the Holders of the Warrants convert their Preferred Stock or exercise their Warrants, the Holders of Common Stock will experience immediate dilution in the net tangible value of their shares.
The Liquidity Of Our Stock Could Become Impaired
Our common stock currently is traded on the OTC Bulletin Board, which is generally considered to be a less efficient market than national exchanges such as NASDAQ. Consequently, the liquidity of our securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, difficulties in obtaining price quotations, reduction in security analysts' and the media's coverage of ours, if any, and lower prices for our securities than might otherwise be attained. This circumstance could have an adverse effect on the ability of an investor to sell any shares of our Common Stock as well as on the selling price for such shares. In addition, the market price of our Common Stock may be significantly affected by various additional factors, including, but not limited to, our business performance, industry dynamics or changes in general economic conditions.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 1200 Airport Drive, Chowchilla, California. The property consists of sixteen acres of real estate including a 100,000 square foot structure of usable space. The structure will be utilized by the Company's executive management team, as well as housing the operating entities of Lutrex and Global Modular. The Company has entered into a three-year lease (including options for renewals) for the property. The Company renewed the lease in February 2007 at a rate of $24,021 per month. The Company believes that the current facilities are suitable for its current needs.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have material adverse effect on its financial position, results of operations or liquidity.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the 2010 fiscal year, the Security Holders were submitted the matter of issuing two additional issues of Series D Preferred Stock for working capital.
PART II.
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
(a) The Company's Common Stock has been and is currently traded on the over-the-counter market and quotations are published on the OTC Bulletin Board under the symbol "GDIV". The Company began trading under this symbol on May 8, 2008. The Company previously traded under the symbol “GDVI" since January 3, 2002 and under the symbol "GDIO" which commenced on October 2000.
The following table sets forth the range of high and low bid prices of the Common Stock for each fiscal quarterly period. Prices reported represent prices between dealers, do not include retail markups, markdowns or commissions and do not represent actual transactions.
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on April 30, 2010
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on April 30, 2009
The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, the Company has no plans to register its securities in any particular state. Further, most likely the Company's shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets (at least $2 million); or exempted from the definition by the Commission. The Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements of broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in the Company's Common Stock and may affect the ability of stockholders to sell their shares.
Dividend Information
The Company has not declared or paid cash dividends on its Common Stock or made distributions in the past, and the Company does not anticipate that it will pay cash dividends or make cash distributions in the foreseeable future, other than non cash dividends described below. The Company currently intends to retain and invest future earnings, if any, to finance its operations.
Transfer Agent
The transfer agent and registrar for our common stock is Fidelity Transfer Company, 8915 S. 700 E., Suite 102, Sandy, UT 84070
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that are subject to significant risks and uncertainties about us, our current and planned products, our current and proposed marketing and sales, and our projected results of operations. There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise.
Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock. In particular, investors should refer to the section entitled, Risk Factors that May Affect Future Results and Market Price of Stock.
The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for the Company. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment from our Management.
General Overview
The Company generates revenue from the sale of pre-fabricated, modular type structures to the federal government, educational institutions, such as public and private schools, universities, etc., child-care providers and municipalities. Our product lines consist of a variety of re-locatable (portable) classroom designs, including both single-story and two-story floor plans.
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:
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revenue recognition
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Inventories
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allowance for doubtful accounts
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stock-based compensation
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Intangible valuation
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, the price to the customer is fixed, collectability is reasonably assured and title and risk of ownership is passed to the customer, which is usually upon delivery.
In fiscal 2009 and 2010, the Company entered into several fixed-price arrangements whereby the Company is to construct and install several modular units for customers. Revenue from these construction-type fixed-price contracts is recognized in accordance with SOP No. 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts", on the basis of the estimated percentage of completion.
Under the percentage-of-completion method, progress toward completion is measured by the ratio of costs incurred to total estimated costs. Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs. If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident. The total estimated loss includes all costs allocable to the specific contract. Each construction contract is reviewed individually to determine the appropriate basis of recognizing revenue. Revisions to the estimates at completion are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management.
Currently, there are no warranties provided with the purchase of the Company’s products. The cost of replacing defective products and product returns have been immaterial and within management’s expectations. In the future, when the company deems warranty reserves are appropriate that such costs will be accrued to reflect anticipated warranty costs.
Inventories
We value our inventories, which consist of raw materials, work in progress and finished goods, at the lower of cost or market. Cost is determined on the first-in, first-out method (FIFO) and includes the cost of merchandise and freight. The Company regularly reviews the period over which its inventories will be converted to sales. Any inventories expected to convert to sales beyond 12 months from the balance sheet date are classified as non-current. The Company periodically reviews the carrying value of inventories and non-cancelable purchase commitments by reviewing revenue forecasts, material usage requirements, and the engineering design changes. These forecasts of changes in design, future sales, and pricing are estimates. The Company may record charges to write down inventories based on these reviews and forecasts. If there is change in demand, additional write downs of inventories may be required which will negatively impact gross margins. Inventory impairment charges are considered to permanently establish a new cost basis for inventory and are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable, except when the associated inventory is disposed of or sold.
Allowance for Uncollectible Accounts
We are required to estimate the collectability of our trade receivables. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past due balances. In order to assess the collectability of these receivables, we perform ongoing credit evaluations of our customers' financial condition. Through these evaluations we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. Our reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but are not limited to, current economic trends, historical payment and bad debt write-off experience. We are not able to predict changes in the financial condition of our customers and if circumstances related to our customers deteriorate, our estimates of the recoverability of our receivables could be materially affected and we may be required to record additional allowances. Alternatively, if we provided more allowances than are ultimately required, we may reverse a portion of such provisions in future periods based on our actual collection experience. As of April 30, 2010 we determined a reserve of $114,038 was required against our account receivables.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718-10-10 for using the modified-prospective transition method. Under this transition method, stock-based compensation expense is recognized in the consolidated financial statements for granted, modified, or settled stock options. Compensation expense recognized included the estimated expense for stock options granted on and subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 718-10-10, and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of ASC 718-10-10. Results for prior periods have not been restated, as provided for under the modified-prospective method.
Comparison of Years Ended April 30, 2010 and 2009 Revenues
The Company's total revenues were $574,160 for the year ended April 30, 2010 compared to $5,230,458 for the same time period in 2009, a decrease of $4,656,298. The Company secured funding of approximately $6,470,000 for year ending April 30, 2010. The funds were utilized for working capital and to purchase the assets and raw materials from a major competitor that declared bankruptcy. During the quarter ending April 30, 2010, management focused on disassembling and moving the equipment and raw material from two locations owned by the competitor to the Chowchilla facility. The newly acquired equipment will enable the Company to fabricate some of its steel components which will reduce the manufacturing cost.
The Company’s market has been affected due to the poor economic conditions in California. Many of the school districts have put their future projects on hold or reducing the size of their current projects. The schools are starting to lease refurbished modular units for their needs instead of purchasing new buildings. Global Modular currently has refurbished building in inventory and is actively pursuing the used building market. The Company is actively pursuing other markets that are opening up in the state and federal government agencies. Also, the Company has received the necessary licenses from for the Department of Housing (DOH) to manufacture and sale DOH buildings to the commercial market.
Gross Profit
For the year ended April 30, 2010, the Company's gross profit margin was a negative ($2,792,801) as compared to $1,290,360, for the year ended April 30, 2009. For the year ended April 30, 2010, the Company wrote down $81,191 of finished goods and $444,157 of intellectual properties due to impairment of these assets. The Company purchased the assets of a major modular manufacturing plant that filed for bankruptcy and took over several of their existing projects. Most of these projects were not profitable due to the prior Company collecting fees in advance and not performing the work. For approximately six months, the Company focused on tearing down and moving all of the raw material and equipment purchased from the sale of this manufacturing plant. The Company has started marketing in new areas such as federal government projects due to the economic downturn in the school market in California.
Operating and Other Expenses
The Company's general and administrative expenses for the year ended April 30, 2010 was $ 2,422,427 compared to $2,227,629 for the same period in 2009, an increase of $194,798. This increase is mainly attributable to the general and administrative costs in connection with the fees charged to secure funding totaling approximately $6,000,000.
The Company's interest expenses, net, for the year ended April 30, 2010 was $982,974 compared to $487,473 for the same period in 2009, an increase of $495,501. The increase is due to the Company’s executing a promissory note for $6,000,000 in December 2008. This funding has allowed the Company to purchase valuable equipment from a competitor substantially below market prices.
Liquidity and Capital Resources
The Company incurred a net loss of $1,158,059, for the year ended April 30, 2010. We generated a negative cash flow of $3,308,966 from operating activities. Cash flows used in investing activities was $461,847 during this period. Cash flow was generated from the sale of Series D Preferred Stock for $6,470,447 net of issuance costs.
While the Company has raised capital to meet its current working capital and financing needs, additional financing could be required in the future to order to meet the Company's projected cash flow deficits from operations and development.
By adjusting its operations and development to the level of capitalization, management believes it has sufficient capital resources to meet projected cash flow needs through the next twelve months. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect, on our business, results of operations, liquidity and financial condition.
In prior periods, the Company has borrowed funds from significant shareholders of the Company to satisfy certain obligations. There are no assurances that the Company will be able to borrow funds from significant shareholders of the Company in the future.
As the Company continues to expand, the Company will incur additional costs for personnel. In order for the Company to attract and retain quality personnel, management anticipates it will have to offer competitive salaries, issue common stock to consultants and employees, and grant Company stock options to current and future employees.
The company's operations are in the Western United States and there are no seasonal aspects that would have a material adverse effect on the Company's financial condition or results of operations.
Inflation
The effect of inflation on the Company's revenue and operating results was not significant.
Off-Balance Sheet Arrangements
The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.
Business Concentration
During the year ended April 30, 2010, the Company recognized approximately $504,005 or 88% of its revenues from sales of its products to four (4) customers and $395,133 (94%) of the total accounts receivable at April 30, 2010 were due from three (3) major customers. While the Company's management considers its relationships with the customers to be satisfactory, given the concentration of its sales to a few key customers, its continued relationships may be subject to the policies and practices of the customers. The Company management continues to concentrate its efforts on expanding its customer base in order to reduce its reliance on its current customers.
New Accounting Pronouncements
In December 2007, the Company adopted standards issued by the FASB which require most identifiable assets, liabilities, non-controlling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity. The standards are effective for fiscal years beginning after December 15, 2008. These standards will be applied to business combinations occurring after the effective date. The standard will be applied prospectively to all non-controlling interests, including any that arose before the effective date. The standard is not expected to have a material impact on the Company's financial statements.
In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.
ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company
In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.
ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company
In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL DIVERSIFIED INDUSTRIES, INC.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at April 30, 2010 and 2009
Consolidated Statements of Losses for the years ended April 30, 2010 and 2009
Consolidated Statements of Stockholders’ Equity for the two years ended April 30, 2010
Consolidated Statements of Cash Flows for the years ended April 30, 2010 and 2009
Notes to Consolidated Financial Statements
to
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Global Diversified Industries, Inc.
Chowchilla, California
We have audited the accompanying consolidated balance sheets of Global Diversified Industries, Inc. (the “Company”) as of April 30, 2010 and 2009 and the related statements of losses, deficiency in stockholders' equity and cash flows for the twelve month periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Global Diversified Industries, Inc. as of April 30, 2010 and 2009 and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As discussed in Note B to the consolidated financial statements, the Company has suffered recurring losses and has generated negative cash flows from operations which raises substantial doubts about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
August 13, 2010
GLOBAL DIVERSIFIED INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF APRIL 30, 2010 AND 2009
See accompanying notes to consolidated financial statements
GLOBAL DIVERSIFIED INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF LOSSES
FOR THE YEARS ENDED APRIL 30, 2010 AND 2009
See accompanying notes to consolidated financial statements
GLOBAL DIVERSIFIED INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS’ EQUITY
FOR THE TWO YEARS ENDED APRIL 30, 2010
See accompanying notes to consolidated financial statements.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 2010 AND 2009
See accompanying notes to consolidated financial statements
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.
Business and Basis of Presentation
Global Diversified Industries, Inc. (the “Company”), is incorporated under the laws of the State of Nevada, and is in the business of designing, manufacturing and marketing re-locatable modular structures such as classrooms and office buildings to end users as well as to third party leasing agents for use primarily within the state of California and other Western States.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Lutrex Enterprises, Inc. (“Lutrex”) and Global Modular, Inc. (“Global Modular”). All significant intercompany balances and transactions have been eliminated in consolidation.
Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers all highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. There were no cash equivalents at April 30, 2010 or April 30, 2009, respectively
Inventories
Inventories are stated at the lower of cost or market determined by the first-in, first-out method. Inventories consist primarily of modular buildings and raw materials for modular structures (Note C).
Property and Equipment
Property and equipment are recorded on the basis of cost. For financial statement purposes, property and equipment are depreciated using the straight-line method over their estimated useful lives. Repairs and improvements to property and equipment are capitalized if they extend the useful life of the assets. Other repairs are expensed as incurred.
Impairment of Long Lived Assets
The Company has adopted the FASB standard that requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unif they favorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should an impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. FASB also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The impairment costs of intangible assets were $444,157 and impairment cost of inventory was $81,191 for the fiscal year ended April 30, 2010.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, the price to the customer is fixed, collectability is reasonably assured and title and risk of ownership is passed to the customer, which is usually upon delivery.
In fiscal 2009 and 2010, the Company entered into several fixed-price arrangements whereby the Company is to construct and install several modular units for customers. Revenue from these construction-type fixed-price contracts is recognized in accordance with the provisions of the FASB standard on the basis of the estimated percentage of completion.
Under the percentage-of-completion method, progress toward completion is measured by the ratio of costs incurred to total estimated costs. Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs. If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident. The total estimated loss includes all costs allocable to the specific contract. Each construction contract is reviewed individually to determine the appropriate basis of recognizing revenue. Revisions to the estimates at completion are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management.
Currently, there are no warranties provided with the purchase of the Company’s products. The cost of replacing defective products and product returns have been immaterial and within management’s expectations. In the future, when the Company deems warranty reserves are appropriate, such costs will be accrued to reflect anticipated warranty costs.
Advertising
The Company follows the policy of charging the costs of advertising to expenses as incurred. Advertising costs were $751 and $2,800 for the years ended April 30, 2010 and April 30, 2009, respectively.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Research and Development
The Company accounts for research and development costs in accordance FASB standards that require all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred no expenditures on research and product development for the years ended April 30, 2010 and 2009.
Income Taxes
Income taxes are provided based on FASB standards for the liability method for financial reporting. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.
Stock Based Compensation
The Company is required to recognize expense of options or similar equity instruments issued to employees using the fair-value-based method of accounting for stock-based payments in compliance with FASB standards that covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance -based awards, share appreciation rights, and employee share purchase plans. Application of this pronouncement requires significant judgment regarding the assumptions used in the selected option pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward-looking over the expected term of the award. On January 1, 2006, the Company authorized its Stock Option Plan. As of April 30, 2010, the Company has no awards of stock-based employee compensation issued or outstanding.
Segment Information
FASB establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. FASB also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company evaluates, on an on-going basis, its estimates and judgments, including those related to revenue recognition, bad debts, excess inventory, impairment of intangible assets, income taxes, contingencies and litigation. Its estimates are based on historical experience and assumptions that the Company believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Concentration of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The allowance for doubtful accounts was $139,038 at April 30, 2010 and $154,945 at April 30, 2009, respectively.
Comprehensive Income (Loss)
The Company adopted FASB standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. FASB requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.
Net Earnings (Losses) Per Common Share
The Company computes earnings per share in accordance with FASB standards that requires Net earnings (losses) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options and warrants (calculated using the treasury stock method). Basic and dilutive weighted average shares are the same due to the anti-dilutive nature of possible common stock equivalents. As of April 30, 2010 there were 716,902,210 potentially dilutive shares. These shares were excluded from diluted shares due to them being considered anti-dilutive based on the net loss.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reverse Stock Split
On May 21, 2008, the Company affected a one-to-twenty reverse stock split of our common stock. We did not reduce the number of shares we are authorized to issue or change the par value of the common stock. All references to share value in these consolidated financial statements have been restated to reflect this split.
Reclassifications
Certain reclassifications have been made to conform the prior periods’ data to the current presentation. These reclassifications had no effect on reported losses.
Accounting for Derivative Instruments
All derivatives have been recorded on the balance sheet at fair value based on the lattice model calculation. This includes certain freestanding warrants and preferred stock that contain exercise price adjustment features known as down round provisions. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.
Lattice Valuation Model
Beginning on May 1, 2009, we have valued all subsequent freestanding warrants and conversion features in the preferred stock that contain down round provisions using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of May 1, 2009 and April 30, 2010.
The Warrants were valued with the following assumptions as of 4/30/10:
The underlying stock price was used as the fair value of the common stock despite it being thinly traded;
The stock price would fluctuate with an annual volatility of 160%. The volatility is based on industry averages of historical volatilities for 12 comparable companies with the expectation that the Company would revert to the mean over the life of the warrant.
The Holder would exercise the warrant at maturity if the stock price was 50% above the targeted exercise price.
Reset events projected to occur 10% of the time at $0.03 generating a target warrant exercise price.
The Holder would exercise the warrant as they become exercisable at target prices, and lowering such target as the warrants approached maturity. The target exercise price is partly a function of the large warrant and option overhang.
The following assumptions were used for the valuation of the compound embedded derivative:
The underlying stock price was used as the fair value of the common stock;
The stock price would fluctuate with an annual volatility of 160% as of 3/29/10 and 4/20/10. The volatility is based on industry averages of historical volatilities for 12 comparable companies with the expectation that the Company would revert to the mean over the life of the warrant.
An event of default/liquidation or a fundamental change that requires the Company to redeem the Series D Preferred, increasing 1% per month, with a maximum of 10%;
The Holder would automatically convert at a stock price of $0.078 if the Company was not in default;
The average daily trading volume would increase at a 1% per month;
Capital raising events would occur generating reset events at prices below $0.04 ($0.03 for 3/29/10 and 4/20/10) 10% of the time; and
The Holder would redeem based on availability of alternative financing, increasing 1% monthly to a maximum of 20%
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The primary assumptions include projected annual volatility of 240-250% and holder exercise targets at 150-200% of the exercise/conversion price for the warrants and preferred stock, decreasing as the instruments approach maturity. Based on these assumptions, the fair value of the warrant derivatives as of May 1, 2009 was estimated by management to be $5,625,933. This amount was recorded as a cumulative adjustment to additional paid in capital.
On July 23, 2009, the Company issued Preferred D shares and related warrants as detailed in Note F. This preferred stock and associated warrants are also derivative instruments under FASB standards.
The fair value of the remaining derivatives as of April 30, 2010 was estimated by management to be $1,853,384 using the binomial lattice model.
The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuation.
Fair Value of Financial Instruments
FASB standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Our Level 3 liabilities consist of the derivative liabilities associated with certain freestanding warrants that contain down round provisions and convertible bonds with a strike price denominated in a foreign currency.
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the financial assets and liabilities measured at fair value, on a recurring basis as of April 30, 2010:
Instruments valued on a non-recurring basis:
Level 3 Valuation Techniques
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Our Level 3 liabilities consist of the derivative liabilities associated with certain preferred stock issuances and freestanding warrants that contain down round provisions.
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the quarter ended April 30, 2010:
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
New Accounting Pronouncements
In December 2007, the Company adopted standards issued by the FASB which require most identifiable assets, liabilities, non-controlling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity. The standards are effective for fiscal years beginning after December 15, 2008. These standards will be applied to business combinations occurring after the effective date. The standard will be applied prospectively to all non-controlling interests, including any that arose before the effective date. The standard is not expected to have a material impact on the Company's financial statements.
In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.
ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company
In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.
ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company
In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE B- GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has reoccurring losses and has generated negative cash flows from operations which raises substantial doubts about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and creditors and the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to implement the following policies to help alleviate the going concern issue during the year ended April 30, 2011.
·
Raise additional money through the sell of equity securities and convertible instruments through our funding sources which provided the Company with over $6,000,000 of funding during the year ended April 30,2010.
·
Work with our convertible preferred shareholders to convert their options to common stock, several holders have already decided to convert their preferred stock subsequent to year end.
·
Focus on revenue generation, during the current year the Company spent a great deal of time acquiring discounted inventory and planning for possible acquisitions, during the year ended April 30, 2010 we plan to focus on revenue generation.
·
We believe our backlog at April 30, 2010 will be recognizable and will provide a substantial improvement to earnings during the year ended April 30, 2010 and should decrease our dependence on the sell of equity and other instruments
There can be no assurance that we will be successful at implementing the above plans, failure to implement these plans could have a material impact on the Company.
NOTE C- ACQUISITION OF INTANGIBLE ASSETS
The Company has adopted FASB standards, whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations.
On March 11, 2005, the Company acquired certain intellectual properties from Impact Modular Leasing (“Impact”) through an Asset Purchase Agreement (“Agreement”). Impact had acquired the assets from a bankruptcy auction of Aurora Modular Industries, Inc. As consideration, the Company issued to Impact a secured promissory note (the “Note”) for Five Hundred Thousand Dollars ($500,000) bearing interest at five (5) percent per annum. The total purchase price was allocated to the assets acquired as follows:
The trade name acquired is considered to have an undeterminable life, and as such will not be amortized. Instead, the trade name is tested annually for impairment, with any impairment charged against earnings in the Company’s consolidated statement of earnings. An independent appraiser assessed the value of the trade name acquired and determined that the fair value of the trade name exceeded its recorded book value at April 30, 2005. The building engineering and architectural plans acquired have estimated useful lives of ten years.
The Company adopted FASB standards, whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations. There was an impairment of $444,157 of the acquired intangibles as of April 30, 2010.
Total identifiable intangible assets acquired and their carrying value at April 30, 2010 are:
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE C - ACQUISITION OF INTANGIBLE ASSETS (Continued)
Total amortization expense charged to operations for the year ended April 30, 2010 and 2009 were $99,760 and $91,111, respectively. Estimated amortization expense as of April 30, 2010 is as follows:
NOTE D - INVENTORIES
Inventories are stated at the lower of cost or market determined by the first-in, first-out (FIFO) method. The Company regularly reviews the period over which its inventories will be converted to sales. Any inventories expected to convert to sales beyond 12 months from the balance sheet date are classified as non-current. Components of inventories as of April 30, 2010 and 2009 are as follows:
Current Inventories
Long Term Inventories
The Company periodically reviews the carrying value of inventories and non-cancelable purchase commitments by reviewing revenue forecasts, material usage requirements, and the engineering design changes. These forecasts of changes in design, future sales, and pricing are estimates. The Company may record charges to write down inventories based on these reviews and forecasts. If there is change in demand, additional write downs of inventories may be required which will negatively impact gross margins. Inventory impairment charges are considered to permanently establish a new cost basis for inventory and are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable, except when the associated inventory is disposed of or sold. The long term raw material inventory items consist of three electrical control panels for elevators that are used in the Company’s two story modular school building. There was an impairment for finished goods inventory of $81,191 and $234,191 as of April 30, 2010 and April 30, 2009, respectively.
NOTE E - PROPERTY, PLANT AND EQUIPMENT
The Company’s property and equipment at April 30, 2010 and April 30, 2009 consists of the following:
Depreciation expense included as a charge to income amounted to $459,815 and $296,091 for the years ended April 30, 2010 and 2009, respectively.
NOTE F - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at April 30, 2010 and April 30, 2009 are as follows:
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE G - ECONOMIC DEPENDENCY AND CONCENTRATION
During the year ended April 30, 2010, approximately $504,005 or 88%, of total revenues were derived from four (4) major customers and $395,133 (94%) of the total accounts receivable at April 30, 2010 were due from three (3) major customers.
During the year ended April 30, 2009, approximately $3,399,798, or 65%, of total revenues were derived from four (4) major customers and $1,085,058 (63%) of the total accounts receivable at April 30, 2009 were due from three (3) major customers.
All of our revenue was from school districts and municipalities of California, any material event that causes harm to our customers may materially impact our company.
NOTE H - NOTES PAYABLE
A summary of notes payable at April 30, 2010 and April 30, 2009 is as follows:
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE H - NOTES PAYABLE (Continued)
(c) The Company granted the noteholder an option to receive restricted shares of the Company’s common stock in lieu of the annual cash payment of $100,000 at the end of each twelve months (“anniversary date”). The conversion price is equal to 75% of the closing price for the day that is twelve months prior to each anniversary date. The minimum conversion price shall be $0.05 per share. The Company has sufficient authorized and unissued shares available to settle the debt, and has reserved 10 million shares of common stock to settle the debt in the event that the noteholder converts at the minimum conversion price of $0.05 per share. The Company accounted for the convertible in accordance with ASC 470-20-05 (formerly referred to as Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion Features or Contingently Adjustable Conversion Ratios), and recognized an imbedded beneficial conversion feature present in the convertible note. The Company recognized and measured an aggregate of $167,667 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the convertible note. The debt discount attributed to the beneficial conversion feature is amortized over the maturity period (five years) as interest expense. In October 31, 2006, the noteholder agreed to convert $200,000 of principal into 2,353,356 shares of the Company's common stock (Note J). These shares were issued in September 2007. The Company wrote off the unamortized debt discount in connection with the converted portion of principal, and non-cash interest expense of $54,900 was charged to operations in connection with the conversion of notes. Total non-cash interest expense the Company charged to operations in connection with amortization and write-off of debt discount attributed to the beneficial conversion feature amounted $19,380 and $19,380 for the year ended April 30, 2010 and 2009, respectively.
(d) On December 19, 2008, the Company entered into a Loan and Securities Purchase Agreement with Debt Opportunity Fund, LLLP (the "Fund") and issued a Senior Secured Promissory Note (the "Senior Note" for the principal amount of $6,000,000, which was funded in four tranches of $1,500,000 each on the following dates of December 19, 2008, January 14, 2009, January 21, 2009 and January 29, 2009. Interest on the Senior Note accrues at the rate of 13% per annum. and is payable monthly in arrears., However, during the first twelve months the accrued interest will be deferred and payable in one lump sum on December 19, 2010. The principal amount is payable in four equal payments of $1,500,000 with the first payment due on December 14, 2010, second payment due on December 14, 2011, third payment due on December 14, 2012 and final payment on December 14, 2013.The Senior Note is secured by a lien on all the personal property and assets of the Company pursuant to a security agreement from the Company. The obligations under the Note are guaranteed pursuant to a guaranty agreement by the Company's wholly owned subsidiaries, Lutrex Enterprises, Inc., and Global Modular, Inc. All of the obligations of each Subsidiary under its guaranty agreement are secured by a lien on all the personal property and assets of the subsidiaries. On December 30, 2008, the note was assigned by Debt Opportunity Fund LLP to Vicis Capital Master Fund.
NOTE I - CONVERTIBLE REDEEMABLE PREFERRED STOCK
In February 2008, the Board of Directors authorized the issuance of up to 3,500,000 shares of Series B 12% convertible voting preferred stock (“Series B”) having a stated value of $1.00 per share. The Series B shares are convertible at any time, at the option of the holder, into the Company’s common stock at an initial conversion rate determined by dividing the stated value of $1.00 by the initial conversion price of $0.005 (post stock split $0.07) per share. The conversion price is subject to certain anti-dilution provisions in the event the Company issues shares of its common stock or common stock equivalents below the stated conversion price or pays a stock dividend or otherwise makes a distribution payable in shares of common stock, with the exception of any shares issued upon conversion or payment of dividend on this issuance, or other similar events such as stock splits or common stock reclassifications. The holders are entitled to receive a cumulative 12% dividend based on the stated value of $1.00 per share, payable on the calendar quarter in cash.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE I - CONVERTIBLE REDEEMABLE PREFERRED STOCK (Continued)
Upon any liquidation, dissolution or winding-up of the Company, the Series B shareholders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to 100% of the stated value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon, for each Series B share before any distribution or payment shall be made to the holders of any other securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Series B shareholders shall be ratably distributed among the Series B shareholders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation value as of April 30, 2010 was $3,484,294 plus accrued dividends of $418,112.
In February 2008, the Company issued 2,000,000 Series B shares at $1.00 per share to accredited investors in a private placement. The Company received $2,000,000 less issuance costs totaling $202,000. Net cash proceeds at April 30, 2008 were $1,798,000. Additionally, in February 2008, the Company issued 1,484,294 Series B shares at $1.00 per share in exchange for existing convertible debentures.
Under the terms of the Series B Stock Certificate of Designation, the holders have a right, at any time after the second year anniversary and upon providing written notice to the Company (a “Put Notice”), to force the Company to redeem all or part of the shares of Series B Convertible Preferred Stock held by such Holders at a cash redemption price per share equal to 100% of the then outstanding Stated Value of the Series B Convertible Preferred Stock, plus all accrued and unpaid dividend thereon, plus all other amounts, costs, expenses and liquidated damages due in respect of the Series B Convertible Preferred Stock (the “Put Redemption Amount”).
As a result of this obligation, the Company has determined the Series B shares includes redemption features that have the potential to be outside the control of the Company, and accordingly, the Company has classified the Series B shares outside of shareholders’ equity in accordance with ASC 480 regarding instruments with debt and equity features.
As of April 30, 2010 all of these shares were conditionally redeemable based on the holder’s option to exercise redemption. The Company reclassified all redemptions considered certain to occur to liabilities based on these shares being considered mandatorily redeemable as of April 30, 2010.
In connection with the February 22, 2008 issuance of the Series B Preferred Stock, the Company entered into a registration rights agreement with the purchasers of the Series B shares, which requires the Company to obtain an effective registration statement with the SEC covering the sale of the common stock issuable upon conversion of the Series B shares on or before 150 calendar days. If the Company is unable to do so, the Company will have to pay liquidated damages in cash to the holders of the Series B shares. The amount of damages that may be due is one and a one-half percent of the stated value of 12% Preferred Stock per month; provided, however, that in no event shall the aggregate amount paid exceed nine percent of the stated value. The Company is in default of this requirement but has obtained a waiver on this provision from the holders. Therefore, no penalty accrual has been made as management has concluded that none will be payable.
The Company, after the effective date of the registration, and with certain market conditions, can force redemption of the Series B 12% Convertible Preferred Stock.
In connection with the Convertible Redeemable Series B Preferred Stock issuance dated February 22, 2008, the Company entered into a Security Agreement whereby the holder or holders of the Company’s Series B Convertible Preferred Stock have a security interest in substantially all of the Company’s tangible and intangible assets.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE I - CONVERTIBLE REDEEMABLE PREFERRED STOCK (Continued)
As additional consideration for the purchase of the Series B shares, the Company granted to the holders of the Series B shares a) warrants entitling it to purchase 34,842,940 common shares of the Company’s common stock at the price of $0.07 per share expiring five years from issuance and b) warrants entitling it to purchase 34,842,940 common shares of the Company at a price of $0.07 per share expiring seven years from issuance. The warrants are covered under the registration rights agreement. As further discussed in Note S to these consolidated financial statements, the Company’s original accounting for the warrants and the related preferred stock classified the warrants as liabilities and recorded their estimated fair value at date of issue to be $7,760,305 using the Black-Scholes formula assuming no dividends, a risk-free interest rate of 2.81% to 3.26 %, expected volatility of 115.06%, and expected warrant life of five to seven years.
In addition, the Company issued to broker/dealers a) warrants entitling it to purchase 2,000,000 common shares of the Company’s common stock at the price of $0.07 per share expiring five years from issuance; b) warrants entitling it to purchase 2,000,000 common shares of the Company at a price of $0.07 per share expiring five years from issuance and c) warrants entitling it to purchase 2,000,000 common shares of the Company’s common stock at the price of $0.07 per share expiring seven years from issuance. The warrants are covered under the registration rights agreement. The Company estimated the fair value at date of issue of the stock purchase warrants issued in connection with the issuance of the Series B preferred stock to be $682,133 using the Black-Scholes formula assuming no dividends, a risk-free interest rate of 2.81% to 3.26 %, expected volatility of 115.06%, and expected warrant life of five to seven years.
The Company determined that the warrants issued in connection with the Series B Preferred Stock meet the applicable exceptions for treatment as equity instruments and the Company previously restated their 2008 financial statements. The resulting discount is being accreted over the two-year period until the mandatory redemption of the preferred stock. After the accretion of the discount, the Series B Preferred Stock had a carrying value of $3,484,294 at April 30, 2010.
See Note T to these consolidated financial statements.
NOTE J - CONVERTIBLE REDEEMABLE PREFERRED STOCK - SERIES C
On June 26, 2008 the Company entered into a an Amended and Restated Securities Agreement with Babirak Carr, P.C., solely as administrative agent for Vicis Capital Master Fund ("Vicis"), and the holders of the Company's Series B Convertible Preferred Stock, pursuant to which the Company issued and sold (a) a series of its Series C Convertible Preferred Stock having an aggregate original stated value of $1,750,000 (total of 1,750,000 shares of Series C Preferred Stock), and (b) its Series 3 Common Stock Purchase Warrants exercisable, in the aggregate, for 35,000,000 shares of Common Stock. The total cash paid to the Company for the Series C Preferred Stock and Series 3 Warrants was $1,750,000. The Company paid $75,000 in expenses to Vicis, which included legal fees of Vicis.
The Series C Preferred Stock: a) has a stated amount of $1.00 per share; (b) is convertible at the option of the holder at a price of $.07 per share at any time into a total of 25,000,000 Series C Preferred Stock; c) is subject to redemption in one lump sum payment on the date two years from the date of issuance, unless earlier converted; d) accrues dividends on any balance outstanding at an annual rate of twelve percent, due and payable quarterly in arrears in cash. Redemption of the outstanding principal and any accrued but unpaid dividends is guaranteed by the Registrant’s subsidiaries. Payment thereof is secured by a blanket lien encumbering the assets of the Registrant and its subsidiaries. The holders are entitled to receive a cumulative 12% dividend based on the stated value of $1.00 per share, payable on the calendar quarter in cash.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE J - CONVERTIBLE REDEEMABLE PREFERRED STOCK - SERIES C (Continued)
The Series 3 Warrants for a total of 35,000,000 shares of Common Stock have an exercise price of $.10 per share and have a term of 7 years from the date of issuance.
Under the terms of the Series C Preferred Stock and the Series 3 Warrants, Vicis may convert the Series C Preferred Stock and exercise the Series 3 Warrants, provided that such Conversion and/or exercise do not result in Vicis beneficially owning more that 4.99% of our outstanding shares of Common Stock after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Preferred Stock and/or exercise of the Series 3 Warrants. This limitation may be changed from 4.99% to 9.99% upon not less than 61 days notice to the Company by Vicis.
Midtown Partners & Co. Inc. acted as Placement Agent for the Company and was paid: a) a 10% cash commission of $175,000; a Series BD-4 Warrant to purchase 2,500,000 shares of Common Stock at an exercise price of $.07 per share exercisable for 5 years from the date of issuance; and c) a Series BD-5 Warrant to purchase 3,500,000 shares of Common Stock at an exercise price of $.10 per share exercisable for 7 years from the date of issuance.
The Series 3 Warrants, the Series BD-4 and Series BD-5 Warrants have "cashless exercise" provisions and certain anti-dilution rights. The Company agreed to register the Common Stock underlying the Series C Preferred Stock, the Series 3 Warrants, the Series BD-4 Warrants and the Series BD-5 Warrants pursuant to a Registration Rights Agreement.
The issuance of the Series C Preferred Stock, the Series 3 Warrants, the Series BD-4 Warrants and the issuance of the Series BD-5 Warrants were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 of Regulation D.
The Company used the same basis of accounting to record the Series C Preferred Stock and each of the warrant series issued therewith as it used when it corrected the accounting for the Series B Preferred and related warrants as disclosed in Note I. The relative fair values of the preferred and the warrants were apportioned and then the effective beneficial conversion feature of the relative fair value of the preferred was calculated. The initial step of the calculation was the determination of the Black-Scholes value assuming no dividends, a risk-free interest rate of 3.50% to 3.74 %, expected volatility of 233.64%, and expected warrant life of five or seven years. The relative fair values derived were as follows: Series C Preferred: $563,939; Series C Warrants: $1,012,835; Broker Warrants: $173,226. The effective beneficial conversion feature was $1,186,061, which was limited to the remaining undiscounted value of the preferred of $563,939. Accordingly the initial carrying value of the preferred was zero. Accretion of the discount amounted to $775,714 at April 30, 2010 which is the carrying value at that date.
NOTE K - CONVERTIBLE REDEEMABLE PREFERRED STOCK - SERIES D
On July 26, 2009, the Company entered into a Securities Purchase Agreement with Vicis Capital Master Fund ("Vicis"), and the holders of the Company's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, pursuant to which the Company issued and sold, a) a series of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”) having an aggregate original stated value of $1,946,512 (total of 1,946,512 shares of Series D Preferred Stock), b) its Series 5 Common Stock Purchase Warrants exercisable, in the aggregate, for 28,837,209 shares of common stock (individually, a “Series 5 Warrant” and collectively, the “Series 5 Warrants”). The total cash paid for the Series D Preferred Stock and Series 5 Warrants was $1,335,447 plus a receivable of $73,000.
On September 4, 2009, the Company returned $600,000 to Vicis Capital Master Fund which was held in escrow as a part of the funding from Vicis Capital Master Fund on July 23, 2009. These funds were held in an escrow account for the purpose of the Company purchasing an ownership interest in another company. The Company made the decision to not purchase the ownership interest in the company and returned the funds pursuant to a Letter of Agreement dated July 23, 2009. Pursuant to the terms of the Letter of Agreement, Midtown agreed to refund the Company $48,000 of the cash commissions that it previously received in connection with the July 23, 2009 financing. In addition, the law firm preparing the documents for the July 23, 2009 financing, agreed to release the remaining funds held in the escrow account of $25,000 to the Company.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE K - CONVERTIBLE REDEEMABLE PREFERRED STOCK - SERIES D (Continued)
The conversion price of the Series D Preferred Stock and the exercise price of the Series 5 Warrants shall be subject to adjustment for issuances of equity or equity linked financing at a purchase price of less than the conversion price or exercise price, such that the conversion price or exercise price shall be adjusted using full ratchet price based price protection on such new issuances subject to customary adjustments such that the conversion price of the Preferred Stock and the exercise price of the Series D Warrants shall be fully adjusted down to that future common stock or conversion price as price based anti-dilution. The Series B and Series C Preferred Stock and related warrants will be adjusted to $0.04 per share.
The Series D Preferred Stock a) has a stated amount of $1.00 per share,b) is convertible at the option of the holder at a price of $0.04 per share at any time (total of 48,662,791 shares of common stock, c) is subject to redemption in one lump sum payment (the “Redemption Amount”) on the date two years from the date of issuance, unless earlier converted. Payment of the Redemption Amount is guaranteed by the Company’s subsidiaries. Payment of the Redemption Amount is secured by a blanket lien encumbering the assets of the Company.
The Series 5 Warrants have an exercise price of $0.04 per share (total of 28,837,209 shares of common stock and have a term of 7 years from the date of issuance.
Under the terms of the Series D Preferred Stock and the Series 5 Warrants, Vicis may convert the Series D Preferred Stock and exercise the Series 5 Warrants, provided that such conversion and/or exercise does not result in Vicis beneficially owning more that 4.99% of our outstanding shares of common stock after giving effect to the issuance of shares of common stock issuable upon conversion of the Series D Preferred Stock and/or exercise of the Series 5 Warrants. This limitation may be changed from 4.99% to 9.99% upon not less than 61 days notice to the Company by Vicis.
The Company paid $27,701 in expenses to Vicis, which included legal fees of Vicis.
Midtown Partners & Co. Inc. acted as Placement Agent for the Company and was paid: a) a 8% commission ($124,000), b) Series BD-7 Warrant to purchase 2,883,721 shares of common stock at an exercise price of $0.04 per share exercisable for 7 years from the date of issuance and c) Series BD-8 Warrant to purchase 4,000,000 shares of common stock at an exercise price of $0.04 per share exercisable for 7 years from the date of issuance.
The Series 5 Warrants, Series BD-7 and Series BD-8 Warrants have "cashless exercise" provisions and certain anti-dilution rights.
The issuance of the Series D Preferred Stock, the Series 5 Warrants, and the Series BD-7 and Series BD-8 Warrants were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933.
On November 18, 2009 Global Diversified Industries, Inc. (the "Company") entered into a Securities Purchase Agreement with Vicis Capital Master Fund ("Vicis"), and the holders of the Company's Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, pursuant to which the Company issued additional shares of Series D Convertible Preferred Stock and sold (a) additional shares of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”) having an aggregate original stated value of $1,550,000 (total of 1,550,000 shares of Series D Preferred Stock), (b) its Series 5 Common Stock Purchase Warrants exercisable, in the aggregate, for 25,000,000 shares of Common Stock (individually, a “Series 5 Warrant” and collectively, the “Series 5 Warrants”). The total cash paid for the Series D Preferred Stock and Series 5 Warrants was $1,135,000 with $500,000 being deposited into an escrow account for guaranteeing performance of one or more manufacturing contracts.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE K - CONVERTIBLE REDEEMABLE PREFERRED STOCK - SERIES D (Continued)
On March 29, 2010, Global Diversified Industries, Inc. (the "Company") entered into a Securities Purchase Agreement with Vicis Capital Master Fund ("Vicis"), and the holders of the Company's Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, pursuant to which the Company issued additional shares of Series D Convertible Preferred Stock and sold (a) additional shares of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”) having an aggregate original stated value of $2,480,000 (total of 2,480,000 shares of Series D Preferred Stock), (b) its Series 6 Common Stock Purchase Warrants exercisable, in the aggregate, for 40,000,000 shares of Common Stock (individually, a “Series 5 Warrant” and collectively, the “Series 6 Warrants”). The total cash paid for the Series D Preferred Stock and Series 6 Warrants was $2,000,000.
On April 15, 2010, Global Diversified Industries, Inc. (the "Company") entered into a Securities Purchase Agreement with Vicis Capital Master Fund ("Vicis"), and the holders of the Company's Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, pursuant to which the Company issued additional shares of Series D Convertible Preferred Stock and sold (a) additional shares of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”) having an aggregate original stated value of $2,480,000 (total of 2,480,000 shares of Series D Preferred Stock), (b) its Series 7 Common Stock Purchase Warrants exercisable, in the aggregate, for 40,000,000 shares of Common Stock (individually, a “Series 5 Warrant” and collectively, the “Series 7 Warrants”). The total cash paid for the Series D Preferred Stock and Series 7 Warrants was $2,000,000.
Midtown Partners & Co. Inc. acted as Placement Agent for the Company and was paid: a) a 8% commission ($100,000), b) Series BD-9 Warrant to purchase 3,875,000 shares of Common Stock at an exercise price of $.04 per share exercisable for 7 years from the date of issuance and c) Series BD-10 Warrant to purchase 2,500,000 shares of Common Stock at an exercise price of $.0.04 per share exercisable for 7 years from the date of issuance.
The Series 5, 6 and 7 Warrants, Series BD-9 and Series BD-10 Warrants have "cashless exercise" provisions and certain anti-dilution rights.
The issuance of the Series D Preferred Stock, the Series 5, 6 and 7 Warrants, the Series BD-9 and Series BD-10 Warrants were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933.
NOTE L - CAPITAL STOCK
On November 7, 2001 the Company's Board of Directors approved an increase in the Company's authorized common stock from 50,000,000 to 400,000,000 with a par value of $.001. The Company also created a Series A Preferred class of stock, $.001 par value, and authorized 10,000,000 shares. On February 3, 2003, the Company’s Board of Directors approved to change the conversion right of the Series A Preferred Stock from a ratio of five common for one preferred share to ten common for one preferred share. Effective February 21, 2008, the Registrant amended its Articles of Incorporation to (a) increase its authorized common stock from four hundred million (400,000,000) to two billion seven hundred thirty six million five hundred thousand (2,736,500,000) shares, (b) increase its authorized preferred stock from ten million (10,000,000) to thirteen million five hundred thousand (13,500,000) shares, (c) authorize blank check preferred stock and delegate the right to designate preferences and limitations for such preferred stock to the Board of Directors, and (d) establish the designations, rights and preferences of the Series B Preferred Stock.
As of April 30, 2010 and 2009, the Company has 15,369,885 and 15,369,885 shares of common stock issued and outstanding, respectively.
On May 21, 2008, the Company affected a one-to-twenty stock split of our common stock. We did not reduce the number of shares we are authorized to issue or change the par value of the common stock. All references to share value in these consolidated financial statements have been restated to reflect this split.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE L - CAPITAL STOCK (Continued)
There were no capital stock transactions for the fiscal years ending April 30, 2010 and 2009, respectively.
NOTE M - EMPLOYEE STOCK INCENTIVE PLAN
In September 2001, the Board of Directors of the Company implemented an Employee Stock Incentive Plan (“2001 Stock Option Plan”) for officers, employees and certain non-employees (collectively referred to as "Employees") in an amount equal to 15,000,000 shares of common stock. The 2001 Stock Option Plan provides for the issuance of stock options exercisable at fifty percent (50%) of the fair market value of the common stock on the date of exercise. For an employee holding greater than ten percent (10%) of the total voting power of all stock of the Company, the exercise price of an incentive stock option shall be at least one hundred and ten percent (110%) of the fair market value of the common stock on the date of the grant of the option. The maximum life of the options is ten years from the date the stock options are granted.
In February 2004, the Board of Directors of the Company implemented another Employee Stock Incentive Plan (“2004 Stock Option Plan”) for officers, employees and certain non-employees (collectively referred to as "Employees") in an amount equal to 2,000,000 shares of common stock. The 2004 Stock Option Plan provides for the issuance of stock options at an exercise price of $0.05 per share (or 110% of the fair market value of the common stock on the date of the grant of the option, for employees holding greater than ten percent (10%) of the total voting power of all stock of the Company). The maximum life of the options is ten years from the date the stock options are granted.
There are no options outstanding under the 2001 Stock Option Plan at April 30, 2010.
NOTE N - NON-EMPLOYEE STOCK OPTIONS AND WARRANTS
Non-Compensatory Stock Options
Transactions involving options are summarized as follows:
During the quarter ended January 31, 2009, the Company granted a stock option to the CEO of the Company to purchase all or any part of an aggregate of 68,168,164 shares. The exercise price for each share is $0.05 with a maximum option term of seven years. The option shall vest and become exercisable upon the satisfaction in full (inclusive of all principal, interest and penalties) of the six million loan made to the Company by Debt Opportunity Fund, LLP. The Company accounted for the options as contingent, since the holder does not earn the right to the award until the Debt Opp. Fund, LLP is repaid in full. All other previously granted stock options were fully vested at the time the stock options were granted. Accordingly, no compensation costs were charged to operations during the years ended April 30, 2010 and 2009. All previously granted stock options expired as of April 30, 2007.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE N - NON-EMPLOYEE STOCK OPTIONS AND WARRANTS (Continued)
Non-Compensatory Warrants
The following table summarizes the changes in non-compensatory warrants outstanding and the related prices for the shares of the Company’s common stock issued to non-employees of the Company.
Transactions involving warrants are summarized as follows:
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE N - NON-EMPLOYEE STOCK OPTIONS AND WARRANTS (Continued)
The Company granted 75,685,880 warrants in conjunction with the year ended April 30, 2008 funding by Vicis Capital Master Funds. Of the 75,685,880 warrants granted during the year ended April 30, 2008, 40,842,940 will expire on February 21, 2013 and the remaining 34,842,940 warrants expire on February 21, 2015. The 41,000,000 warrants granted in June 24, 2008 and the 35,000,000 warrants granted in July 27, 2008 will expire on June 25, 2015 and July 28, 2015 respectively.
The Company granted 74,984,980 warrants in December 2008 in connection the issuance of a promissory note by Debt Opportunity Fund LLP. The warrants granted will expire on December 11, 2015.
The Company granted 28,837,209 warrants on July 23, 2009, 25,000,000 warrants on November 18, 2009, 40,000,000 warrants on March 29, 2010 and 40,000,000 warrants on April 15, 2010 in conjunction with the issuance of additional shares of Preferred Series D Stock.
NOTE O- DEFERRED FINANCING COST
On December 19, 2008, the Company issued 6,816,816 warrants with an exercise price of $0.05 per share by December 11, 2015, as part of the fees to secure a $6,000,000 funding through the issuance of a promissory note. The value of these warrants were recorded as deferred financing cost. Using the effective interest method of amortization, the deferred financing cost was $93,666 as of April 30, 2010, and is being amortized to interest expense. For the year ended April 30, 2010, the total non-cash interest charged to operations amounted to $89,526 and $4,140 for the year ended April 30, 2009. The aggregate fair value of the warrants was determined with the assistance of a valuations consultant using the multinomial lattice formula assuming no dividends, the stock would have no growth with an annual volatility of 80%, reset events projected to occur 5% of the time at $0.04 generating an adjusted warrant exercise price of $0.0495.
Prepaid financing expenses relating to issuance of Series B Preferred Stock, Series C Preferred Stock and the Promissory Note for $6,000,000 totaled $1,035,076, of which $100,092 had been amortized as of April 30, 2010. The remaining net deferred financing costs per the balance sheet at April 30, 2010 was $46,077 for the December 2008 funding and $879,680 for the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock fundings. For deferred financing costs, the Company amortizes the amount using the straight line method. Since the term is only two years, the difference from using the effective interest method is immaterial. The fees were paid for legal, placement agent, due diligence and financial consultants fees.
NOTE P - GUARANTEE FEE AGREEMENT
On July 29, 2008, the Company entered into a Guarantee Fee, Indemnification, and Security Agreement with two individuals, collectively, the “Guarantors” pursuant to which in consideration for the continuing guarantee by the Guarantors of various surety bonds issued to the Company, the Company: a) issued a "Blanket-Lien", in favor of the Guarantors, on all of the Company's and the Company's subsidiaries' assets, b) issued the Guarantors warrants to purchase 26,950,000 and 8,050,000 shares, respectively, of the Company’s common stock, all at an exercise price of $.10 per share, exercisable for the seven year period from the date of issuance. The warrants have certain anti-dilution rights.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE P - GUARANTEE FEE AGREEMENT (Continued)
The warrants have an aggregate fair value of $273,288, as determined by the multinomial lattice formula assuming no dividends, the stock would have no growth with an annual volatility of 80%, reset events projected to occur 10% of the time at $0.07 generating an adjusted warrant exercise price of $0.097 and expected warrant life of seven years. The agreement has been modified to specify a minimum term of five years. Since the warrant holders have agreed to forfeit the percentage of warrants unearned should they not fulfill their five year guaranty, the Company is recognizing the related expense proportionately over five years. For year ended April 30, 2010 the Company recorded expense of $54,660 with an equivalent offset to additional paid-in capital.
The issuance of the above warrants were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933.
NOTE Q- INCOME TAXES
Deferred income taxes result from the temporary differences arising from the use of accelerated depreciation methods for income tax purposes and the straight-line method for financial statement purposes, from differences in the timing of recognition of the state income tax provision for book and tax reporting purposes, and an accumulation of Net Operating Loss carry-forwards for income tax purposes with a valuation allowance against the carry-forwards for book purposes.
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. Included in deferred tax assets are Federal and State net operating loss carry-forwards of approximately $10,665,000, which will expire beginning in 2028. 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, projected future taxable income, and tax planning strategies in making this assessment. Based upon our cumulative losses through April 30, 2010, we have provided a valuation allowance reducing the net realizable benefits of these deductible differences to $0 at April 30, 2010. The amount of the deferred tax asset considered realizable could change in the near term if projected future taxable income is realized. Due to significant changes in the Company's ownership, the Company's future use of its existing net operating losses may be limited.
There was an income tax provision of $0 and $0 for the twelve months ended April 30, 2010 and 2009, respectively.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE Q - INCOME TAXES (Continued)
A reconciliation between the actual income tax expense and income taxes computed by applying the statutory federal and state income tax rates to income from continuing operations before income taxes is as follows:
The Company has no uncertain tax positions at April 30, 2010 or 2009.
NOTE R - DERIVATIVE LIABILITY
The Company has certain freestanding warrants and preferred stock that contain exercise price adjustment features known as down round provisions. Based on the guidance in the standards, we have concluded these instruments are required to be accounted for as derivatives effective May 1, 2009. We have recorded the fair value of the warrants and preferred stock that are classified as derivative liabilities in our balance sheet at fair value with changes in the value of these derivatives reflected in the consolidated statements of operations as gain or loss on derivative liabilities. These derivative instruments are not designated as hedging instruments under the FASB standards.
The derivative was valued using the lattice models, and the variables used in the lattice models are volatility, share price, trading volume, assumed conversion price, and assumed reset event prices.
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the quarter ended April 30, 2010:
NOTE S - EARNINGS (LOSS) PER SHARE
Basic and fully diluted earnings (losses) per share are calculated by dividing net income (loss) available to common shareholders by the weighted average of common shares outstanding during the year. The following table sets forth the computation of basic and diluted earnings (losses) per share:
For the years ended April 30, 2010 and April 30, 2009, 716,903,210 potential shares and 226,670,860 potential shares respectively, were excluded from shares used to calculate diluted losses per share as their inclusion would reduce net losses per share.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE T - COMMITMENTS AND CONTINGENCIES
Consulting Agreement
The Company has various consulting agreements with outside contractors to provide business development and consultation services. The Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless either the Company or Consultant terminates such agreement by written notice.
Lease Agreement
In October 2002, the Company entered into a three-year lease for its corporate offices and facilities in Chowchilla, California. The Company renewed the lease in February 2007, at a rate of $24,021 per month. Rental expenses charged to operations for the year ended April 30, 2010 and 2009 are $352,085 and $288,252, respectively. The Company has an option to extend the lease term for three additional five year periods provided the Company is not in default. The monthly base rate will increase as per annual adjustments determined by the Bureau of Labor Statistics Consumer Price Index. The maximum annual base rent increase shall be three percent for previous year.
Estimated rental expense as of April 30, 2010 is as follows:
Litigation
On December 13, 2007, the Company filed a lawsuit against Financial Pacific Insurance Company, Inc and Salmeri Insurance Agency, Inc. for terminating the company’s bonding line of credit during the quarter ended January 31, 2006, without good cause and in contravention of its past dealings. The lawsuit seeks reimbursement for damages in excess of $10 million. The trail date has been set for October 2010 by the courts. The Company can make no assurances with respect to the outcome of this matter
The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on its financial position, results of operations or liquidity.
GLOBAL DIVERSIFIED INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2010 AND 2009
NOTE U- SUBSEQUENT EVENTS
In July 2010, four of the Series B Preferred Stock shareholders owing a total of 442,472 shares of the Preferred Series B Stock redeemed their stock with a face value of $442,472 for $206,500. The warrants related to their stock was cancelled.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriately to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report on form 10-K, our management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, we have concluded that as of April 30, 2010, our disclosure controls and procedures were ineffective.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of April 30, 2010 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, we identified a material weakness consisting of the Company’s limited resources and limited number of employees; specifically, the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner to allow review and on-going monitoring and enhancement of our controls.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Material Weaknesses in Internal Control Over Financial Reporting
Management’s assessment of the effectiveness of the registrant’s internal control over financial reporting is as of the year ended April 30, 2010. Based on that evaluation, our management concluded that our control over financial reporting and related disclosure controls and procedures were not effective primarily because our accounting processes lack appropriate segregation of responsibilities for an effective system of internal control. Management’s assessment showed that the following material weaknesses from the audited year ended April 30, 2010:
1. We do not have appropriate segregation of duties assuring that the primary accounting functions of authorization, custody, and recording are segregated by employee. We do not have the accounting personnel required to maintain segregation of duties at this time. Accordingly, management has determined that this control deficiency constitutes a material weakness.
2. As of April 30 2010, we did not maintain effective controls over financial statement disclosures. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
During the Company’s annual audit Management evaluated remediation plans related to the above internal control deficiencies. Management analyzed the costs and benefits of several different options to improve our internal controls over financial reporting. At this time the costs were determined to be in excess of the benefits of remediating these deficiencies. Management will re-evaluate these plans periodically based on changes in the cost to benefit analysis.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goal under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in internal controls
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15d-15 under the Exchange Act that occurred during the quarter ended April 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Not applicable
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Officers and Directors
The names, ages, and respective positions of the directors, executive officers, and key employees of the Company are set forth below; there are no other promoters or control persons of the Company. The directors named below will serve until the next annual meeting of the Company's stockholders or until their successors are duly elected and have qualified. Directors are elected for a one-year term at the annual stockholders' meeting. Officers will hold their positions at the will of the board of directors, absent any employment agreement. The directors and executive officers of the Company are not a party to any material pending legal proceedings and, to the best of their knowledge, no such action by or against them has been threatened.
Compensation of Directors
Directors currently do not receive a salary for their services and are not paid a fee for their participation in meetings, although all Directors are reimbursed for reasonable travel and other out-of-pocket expenses incurred in attending meetings of the Board. The Company anticipates that the Directors will be compensated for attending meetings in the future.
Phil Hamilton, President/Chairman
Phillip Hamilton, age 63 has over thirty years entrepreneurial and senior management experience in the manufacturing business. From February 2003 to current, Mr. Hamilton has been the CEO/ Chairman of the Company. As the CEO, he has directed the marketing, sales and administrative activities of the Company.
From 1996 to January 2003, Mr. Hamilton was a consultant to Top Line Building Products. Top Line Building Products is a truss manufacturing plants with annual revenues of approximately $8,000,000, which provides its products to major homebuilders in Northern California. As the CEO, Mr. Hamilton has directed the marketing, sales and production activities of the company, as well as re-designing the original truss plant into a modern state of the arts manufacturing plant with new production stations.
From 1996 to Feb 2000, Mr. Hamilton was the Chairman and CEO of Pacesetter Industries, Inc. Pacesetter Industries was one of the largest modular manufacturers of residential and commercial buildings in California. As Chief Executive Officer, Mr. Hamilton was responsible for managing the marketing, sales and production activities of the company. Pacesetter was built from inception into one of California’s largest modular manufacturers producing and installing thousands of residential and commercial building. Pacesetter Industries, Inc. employed a staff of over 650 employees with annual sales of $50,000,000 in 1999. Pacesetter Industries, Inc. filed a Chapter 11 bankruptcy on February 29, 2000 in Fresno County that was finally converted to a Chapter 7.
Mr. Hamilton attended Pacific Union College taking courses in Business Administration.
Adam Debard, Secretary/Treasurer/Director
Adam N. DeBard, age 41, has over seventeen years of experience in the manufacturing and technology business sectors. From February 2003 to current, Mr. DeBard has been the Secretary/Treasurer of the Company and the President/Treasurer of Global Modular, Inc. He is responsible for the cash management and accounting functions of both companies.
From January 2001 to January 2003, Mr. DeBard was the Chief Information Officer- Top Line Building Products. As the CIO, Mr. DeBard was responsible for the design, implementation and management of a corporate wide computer network, as well as preparation of production analysis reports for senior management and equipment leases and acquisitions.
From 1997 to December 2000, Mr. DeBard was the Vice President and Chief Information Officer for Pacesetter Industries, Inc. As such, Mr. DeBard was responsible for all computer software and hardware acquisitions, installations and maintenance for multiple branch offices, as well as responsible for preparing a monthly analysis report of the automated production line for senior management. Mr. DeBard was responsible for: computerizing the purchasing, estimation, production and engineering systems for the company.
Mr. DeBard attended Walla Walla College for four years in Business Administration
(b) Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, certain officers and persons holding 10% or more of the Company's common stock to file reports regarding their ownership and regarding their acquisitions and dispositions of the Company's common stock with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the Forms 5 with respect to the fiscal year ended April 30, 2002 and subsequently, the Company is unaware that any required reports were not timely filed. The Company is currently conducting an internal audit to ensure that the Company's Officers and/or Directors, as well as persons holding more than 10% of the Company's outstanding common stock, are in Compliance with Section 16(a) of the Securities and Exchange Act of 1934. It is the Company's intention to ensure, where possible, from the date of this filing forward, complete compliance according to this Section.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information relating to the compensation paid by the Company during the last three fiscal years to the Company's President. No other executive officer of the Company received total salary and bonus in excess of $100,000 during the fiscal year ended April 30, 2010 and prior.
Summary Compensation Table
Executive Compensation
The Company has not paid any compensation to its officers and/or directors since its inception, and the Company does not expect to pay any compensation in any amount or of any kind to its executive officers or directors until the funds are available to pay them without inhibiting growth of the Company.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following table sets forth information regarding the beneficial ownership of shares of the Company's common stock as of August 9, 2010 (issued and outstanding) by (i) all stockholders known to the Company to be beneficial owners of more than ten percent of the outstanding common stock; and (ii) all directors and executive officers of the Company as a group:
Title of Class
Name and Address of Beneficial Owner
Amount of Beneficial Ownership (2)
Percent of Class
Common Stock
Hamilton Trust (1), 1200 Airport Drive, Chowchilla, CA
110,000
0.007%
Common Stock
Adam Debard(1), 1200 Airport Drive, Chowchilla, CA
180,000
0.012%
Common Stock
Phillip Hamilton (1) 1200 Airport Drive, Chowchilla, CA
6,607,498
0.430%
(1) Each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them.
(2) Other than as footnoted below, none of these security holders has the right to acquire any amount of the shares within sixty days from options, warrants, rights, conversion privilege, or similar obligations. The amount owned is based on issued common stock, as well as stock options that are currently exercisable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past three years, and as not otherwise disclosed of in any other filing, there have not been any transaction that have occurred between the Company and its officers, directors, and five percent or greater shareholders, unless listed below.
Certain of the officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on a board of directors. As a result, certain conflicts of interest may arise between the Company and its officers and directors. The Company will attempt to resolve such conflicts of interest in favor of the Company. The officers and directors of the Company are accountable to it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling the Company's affairs. A shareholder may be able to institute legal action on behalf of the Company or on behalf of itself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts is in any manner prejudicial to the Company.
The Company issued notes payable totaling of $473,965 to a significant shareholder. The Company granted the shareholder an option to convert a total of $400,000 of principal balance of the notes to the Company’s 2,666,666 shares of the preferred stock, and each share of the preferred stock is convertible to ten shares of the Company’s restricted common stock. The shareholder has the option to convert the notes to the Company’s securities anytime within three years from the issuance of the notes. The shareholder converted all of the preferred stock and notes to common stock on February 22, 2008
In April 2004, two of the Company’s shareholders repaid an aggregate of $499,350 of notes payable due to a bank on behalf of the Company. The Company issued to the shareholders $199,350 of notes payable with a maturity date on May 1, 2009 and the shareholders agreed to receive the Company’s preferred stock in exchange for the remaining $300,000 due. The shareholder converted all of the preferred stock and notes to common stock on February 22, 2008.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth fees billed to us by our auditors during the fiscal years ended April 30, 2010 and 2009 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.
AUDIT FEES. Consists of fees billed for professional services rendered for the audit of Global Diversified Industries, Inc.'s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by M & K CPAS, PLLC in connection with statutory and regulatory filings or engagements.
AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Global Diversified Industries, Inc.'s consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2010 or 2009.
TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.
ALL OTHER FEES. Consists of fees for products and services other than the services reported above.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre- approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.
ITEM 15.
ITEM 15. EXHIBITS
(a) List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-B.
Exhibit No.
Description
*
Articles of Incorporation incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 3 filed on July 6, 2001
3.2
*
Amendment to Articles of Incorporation incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 3.2 filed on July 6, 2001
3.3
*
Bylaws incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 3.3 filed on July 6, 2001
3.4
*
Articles of Merger between Global and IF&G Media Corporation incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 3.4 filed on July 6, 2001
*
Specimen certificate for common stock incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 4 filed on July 6, 2001
4.1
*
Specimen Warrant certificate incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 4.1 filed on July 6, 2001
10.1
*
Consulting Agreement with Moody's Financial Services incorporated by reference to Form SB-2, file no. 333-83231
10.2
*
Consulting Agreement with Joel Shine incorporated by reference to Form SB-2, file no. 333-83231
10.3
*
Equity Line of Credit Agreement dated May2001 incorporated by reference to Form SB-2, file no. 333-83231 incorporated by reference to Exhibit 10.3 filed on July 6, 2001
10.4
*
Consulting Agreement with Persia Consulting Group, Inc. dated April 12, 2001 incorporated by reference to Form SB-2, file no. 333-83231 incorporated by reference to Exhibit 10.4 filed on July 6, 2001
10.5
*
Escrow Agreement with First Union incorporated by reference to Form SB-2, file no. 333-83231 incorporated by reference to Exhibit 10.5 filed on July 6, 2001
10.6
*
Registration Rights Agreement incorporated by reference to Form SB-2, file no. 333-83231 incorporated by reference to Exhibit 10.6 filed on July 6, 2001
10.7
*
Agreement with Yorkville Advisors Management, LLC incorporated by reference to Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 10.7 filed on July 6, 2001
10.8
*
Agreement and Plan of Exchange between Global Diversified Industries and MBS, filed on March 17, 2003
10.9
*
Agreement and Plan of Exchange between Global Diversified Industries and Modular Modernization, Inc. filed on March 19, 2003
31.1
**
Certification of Chief Executive Officer/President Pursuant to Rule 13a-14(a) and 15d-14(a).
31.2
**
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a).
32.1
**
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
**
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
____________________
* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated:
Signature
Title
Date
/s/Phil Hamilton
CEO/Chairman of the Board
August 13, 2010
Phil Hamilton
/s/Adam Debard
Secretary/Treasurer/Director
August 13, 2010
Adam Debard