SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
AMENDMENT #1
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
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0-30145
March 31, 2004 33-41063-A
GLOBAL ASSETS & SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-3723328
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3816 W. Linebaugh Ave., Suite 200, Tampa, FL 33624
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (813) 964-1300
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
7,817,767 as of March 31, 2004
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
RESTATED REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Global Assets and Services, Inc.
Tampa, FL
We have reviewed the accompanying balance sheet of Global Assets and Services,
Inc. for March 31, 2004 and the related statement of operations and cash flows
for the three-months ended March 31, 2004 and 2003, and May 25, 1988 (inception)
to March 31, 2004, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended March 31, 2004. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company is in the development stage, and will require
funds from profitable operations, from borrowing, or from sale of equity
securities to execute its business plan. Management's plans in regard to these
matters are also described in Note 2. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this uncertainty.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2003, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated April 12, 2004,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2004 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, CO
September 21, 2004
F-1
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
Restated
March 31, December 31,
2004 2003
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ASSETS:
Current assets:
Cash $ 332 $ 332
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Total current assets 332 332
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TOTAL ASSETS $ 332 $ 332
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 21,795 $ 21,795
Notes Payable - Shareholder 31,175 31,175
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Total Current Liabilities 52,970 52,970
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Stockholders' Equity:
Common Stock, $0.001 Par Value, 100,000,000 shares 31,497 31,497
authorized, 31,192,767 shares issued and outstanding
in 2003 and 2004. 3,013,653 3,013,653
Additional Paid-In Capital (3,097,788) (3,097,788)
----------------- ------------------
Deficit accumulated during the development stage
(52,638) (52,638)
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Total Stockholders' Deficit
$ 332 $ 332
================= ==================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See Accountants Review Report
F-2
GLOBAL ASSETS AND SERVICES, INC.
(Formerly Art, Music and Entertainment, Inc.)
(A Development Stage Company)
Statements of Operations
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
2004 2003 2004
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Revenue
Revenue $ - $ - $ 846,545
(Less) Cost of Sales - - (336,524)
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Total Income - - 510,021
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Operating Expenses
Doubtful Accounts - - 34,469
Consultant Fees - 258,299 1,697,112
Legal & Accounting - 2,000 117,208
Advertising - - 14,542
Directors and Officers Fees - 255,000 1,409,500
Interest Expense - - 8,577
Telephone - 707 30,412
Travel - - 19,409
Rent - - 52,594
Other General Expenses - 884 228,007
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Total Expenses - 516,890 3,611,830
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Net Loss From Operations - (516,890) (3,101,809)
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Other Income
Interest Income - - 4,021
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Net Loss $ - $(516,890) $ (3,097,788)
=============== ============== =================
Per Share Information:
Weighted average number of
common shares outstanding 31,192,767 17,374,017
Net Loss per Common Share * *
=============== ==============
* Less than $.01
See Accountants Review Report
F-3
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
2004 2003 2004
--------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ - $(516,890) $ (3,097,788)
Issuance of stock for services - 504,900 2,157,937
Adjustments to reconcile net loss to cash used in
operating activities:
Increase in accounts payable - 6,465 21,795
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Net Cash Flows Used by Operating Activities - (5,525) (918,056)
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Cash Flows from Financing Activities:
Prodeeds from Notes Payable - - 31,175
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - - 230,963
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Net Cash Flows Provided by Financing Activities - - 918,388
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Net Increase (Decrease) in Cash - (5,525) 332
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Cash and cash equivalents - Beginning of period 332 - -
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Cash and cash equivalents - End of period $ 332 $ (5,525) $ 332
=============== ============= =================
Supplemental Disclosure of Cash Flow Information
Cash paid for Interest $ - $ - $ 8,577
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Cash paid for Income Taxes $ - $ - $ -
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Non-Cash Transactions
Common stock issued in exchange for services $ - $ 504,900 $2,157,937
=============== ============= =================
See Accountants Reivew Report
F-4
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity (Deficit)
March 31, 2004
(Unaudited)
Restated
Deficit
Accumulated
Additonal During the
Common Stock Paid-In Development
# of Shares Amount Capital Stage Totals
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 1997 4,397,767 4,397 204,566 (208,963) -
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 1998 4,397,767 4,397 204,566 (208,963) -
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 1999 4,397,767 4,397 204,566 (208,963) -
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 2000 4,397,767 4,397 204,566 (208,963) -
-------------- ------------- -------------- -------------- --------------
Issuance of stock for services 12/11 3,400,000 3,400 - - 3,400
Loss for year - - - (39,462) (39,462)
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 2001 7,797,767 7,797 204,566 (248,425) (36,062)
-------------- ------------- -------------- -------------- --------------
Issuance of stock for cash 3/28 20,000 20 1,980 - 2,000
Issuance of stock for services 3/28 6,800,000 6,800 673,200 - 680,000
Issuance of stock for services 4/2 1,000,000 1,000 99,000 - 100,000
Issuance of stock for services 6/18 500,000 500 49,500 - 50,000
Issuance of stock for services 7/12 710,000 710 70,327 - 71,037
Issuance of stock for Asset Acquisition 8/12 1,750,000 1,750 654,500 - 656,250
Issuance of stock for services 8/12 590,000 590 58,410 - 59,000
Issuance of stock for cash 9/18 80,000 80 19,920 - 20,000
Issuance of stock for services 10/15 4,945,000 4,945 489,555 - 494,500
Loss for year - - - (2,103,229) (2,103,229)
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 2002 24,192,767 24,192 2,320,958 (2,351,654) (6,504)
-------------- ------------- -------------- -------------- --------------
Issuance of stock for services 1/15 2,775,000 2,775 252,225 - 255,000
Issuance of stock for services 3/11 2,630,000 2,630 252,370 - 255,000
Issuance of stock for services 4/20 100,000 100 9,900 - 10,000
Issuance of stock for services 5/28 1,800,000 1,800 178,200 - 180,000
Loss for Year - - - (746,134) (746,134)
-------------- ------------- -------------- -------------- --------------
Balance - December 31, 2003 31,497,767 31,497 3,013,653 (3,097,788) (52,638)
-------------- ------------- -------------- -------------- --------------
Loss for Period - - - - -
-------------- ------------- -------------- -------------- --------------
Balance - March 31, 2004 31,497,767 $ 31,497 $3,013,653 $(3,097,788) $ (52,638)
============== ============= ============== ============== ==============
See Accountants Review Report
F-5
GLOBAL ASSETS AND SERVICES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2004
(Unaudited)
Note 1 - Presentation of Interim Information:
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In the opinion of the management of Global Assets and Services, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of March 31,
2004 and the results of operations and cash flows for the three-months ended
March 31, 2004 and 2003, and May 25, 1988 (inception) to March 31, 2004. Interim
results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2003.
Note 2 - Going Concern:
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The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED MARCH 31, 2003
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The Company incurred no general expenses for the three month period in 2004
compared to $216,890 in 2003. There were no revenues for the period in 2004 or
2003. The Company recorded no net loss in the period in 2004 compared to a loss
of ($516,890) in 2003. The net loss per share was nominal in the period in 2004
and in 2003. The largest components of the operating expenses in 2003 in the
quarter were $258,299 in consultant fees, $255,000 in directors and officers
fees, and $2,000 in accounting costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company had minimal cash capital at the end of the period, which is
insufficient for any significant operations. The Company will need to either
borrow or make private placements of stock in order to fund operations. No
assurance exists as to the ability to achieve loans, or make private placements
of stock. The Company is seeking capital sources for investment, but there is no
assurance sources can be found.
ITEM 3. CONTROLS AND PROCEEDURES
Management of the Company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.
There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Trends: The company expects that the trend of no income and ongoing losses will
continue in the future until a business operation has been achieved which may
afford revenues and potential cash flows. No assurance can be made that any such
operation will ever occur.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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None
ITEM 2. CHANGES IN SECURITIES
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None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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None
GLOBAL ASSETS & SERVICES, INC.
(A Development Stage Company)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLOBAL ASSETS & SERVICES, INC.
Date: September 20, 2004 /s/ Bertram Cutler
-----------------------------------
Bertram Cutler, President