ITEM 1. BUSINESS
Overview
360 Global Investments (“we,” “us” “360”, "360 Global", the "Debtor" or the “Company”) is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.
360 Global has invested in or plans to invest in the following industries:
• Alcoholic beverage brands focused in the wine category;
• Mining, mineral extraction, and processing;
• Biotechnology and medical diagnostic technology and systems;
• Oil and Gas exploration, production, and distribution;
• Residential Real Estate;
• Aviation and aircraft manufacturing;
• Investment banking services;
• Financial Services;
• Stock brokerage and Money Management;
• Entertainment and Media;
• Formula One Racing;
• Spectator Events-Aircraft and Rocket Racing;
• Film and Television Production;
• Music Production and Distribution;
• Broadcast Media;
• Vacation Properties;
• Timeshare Properties and Property Management;
• Energy Market;
• Electricity Trading and Marketing to commercial and residential customers.
In March, 2007 the Company filed for Chapter 11 protection under the U.S. Bankruptcy code to reorganize. It subsequently disposed of its wholly owned operating subsidiary, 360 Viansa LLC, and all other assets as part of the 360 Viansa Plan of Reorganization (“Viansa Plan”, "Viansa POR") - as approved by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”).
In December, 2007 360 Viansa, LLC was sold to Laurus Master Fund, Ltd. (“Laurus”). In March, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship. Under the Viansa plans all funds except for a residual interest of $250,000 went to the 360 Global trust for the benefit of the creditors The $250,000 was designated for payment of professional fees under the bankruptcy plan and subsequently distributed in February, 2009.
The confirmed Viansa Plan is attached as Exhibit 33.1.
On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by United States Bankruptcy Court for the District of Nevada and can be found as Exhibit 34.1 to this document.
As described in this Global Plan, the Company’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system.
In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:
10K annual report and audit for the year ended December 31, 2011
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended December 31, 2012
The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.
The subsequent 2009 global recession caused delays in the first and second activities.
Authorization of Common Stock
As of December 31, 2012, 360 Global has 50,000,000 shares of Common Stock authorized at .001 par value with 5,100,000 issued and outstanding. All common stock and warrants were subsequently cancelled pursuant to the Global Plan confirmed by the Bankruptcy Court.
In December of 2008, the Bankruptcy Court confirmed the Global Plan, ordering that all Global pre-confirmation equity interests be cancelled and that the Board of Directors of Reorganized Global shall be authorized to amend the Articles of Incorporation and Bylaws to authorize the issuance of fifty million shares of New Common Stock. The Board of Directors shall determine in their discretion the rights, privileges and restrictions granted or imposed on such shares.
The New Common Stock was issued pursuant to the Global Plan in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of state and local securities laws afforded by Section 1145 of the Bankruptcy Code, Reorganized Debtor’s new common stock to be issued pursuant to the confirmed Global Plan need not be registered under the Securities Act or any state or local securities laws.
Authorization of Preferred Stock
In December of 2008, the Bankruptcy Court confirmed the Global Plan, ordering that all Global pre-confirmation equity interests be cancelled and that the Board of Directors of Reorganized Global shall be authorized to amend the Articles of Incorporation and Bylaws to authorize the issuance of ten million shares of Preferred Stock. The Board of Directors shall determine in their discretion the rights, privileges and restrictions granted or imposed on such shares.
The New Preferred Stock is to be issued pursuant to the Global Plan in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of state and local securities laws afforded by Section 1145 of the Bankruptcy Code, Reorganized Debtor’s new common stock to be issued pursuant to the confirmed Global Plan need not be registered under the Securities Act or any state or local securities laws.
Business Segments
We do not segment the business internally.
2012 Business Operations
During the course of 2012, 360 Global mainly focused on research of various business opportunities within the industries listed under the ‘Overview’-section under Item 1.
Filing for Chapter 11
On March 7th, 2007, the Company filed a voluntary petition for relief with the Bankruptcy Court under the Bankruptcy Code 11.
On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan was January 10, 2009.
Results of Operations
Comparison of the twelve-month period ended December 31, 2012 to the twelve-month period ended December 31, 2011.
Revenues
For the twelve months ending December 31, 2012, and 2011, revenues were $0.
Cost of Goods Sold
For the twelve months ending December 31, 2012, and 2011, cost of goods sold were $0.
Sales and Marketing Expense
For the twelve months ending December 31, 2012 and 2011, sales and marketing expenses were $0.
General and Administrative Expense
For the twelve months ending December 31, 2012, general and administrative expenses were $150,000 compared to $150,000 for the twelve months ending December 31, 2011.
Provision for Income Taxes
For the twelve months ending December 31, 2012 and 2011, the Company made no provision for income taxes.
Stock Compensation Expense
For the twelve months ending December 31, 2012 and 2011, employee stock compensations was $0.
Net Income
For the twelve months ending December 31, 2012 the Company recorded a net loss of $150,000 compared to $150,000 for the twelve months ending December 31, 2011.
Interest and Other Expense
For the twelve months ending December 31, 2012 and 2011, the Company had $0 interest expense.
Corporate History
The Company was originally incorporated in the State of Nevada on May 15, 2000 under the name Tech-net Communications, Inc.
On August 1, 2003, a share exchange was conducted between the Company and Knightsbridge Fine Wines, Inc. (“Knightsbridge”), a Nevada corporation. As a result of the share exchange, Knightsbridge became a wholly owned subsidiary of the 360 Global. In exchange, the company issued 12,402,500 shares of Common Stock to the former shareholders of Knightsbridge. This share exchange resulted in change of control, as the former shareholders of Knightsbridge subsequently owned a majority of the Company’s voting stock (82.89%).
Effective August 13, 2003, the Company’s common shares underwent a two for one forward stock split. Also on August 13, 2003, the Company’s Articles of Incorporation were amended to change the name of the Company to Knightsbridge Fine Wines, Inc., as agreed to by a majority of the voting shareholders.
On October 16, 2003, the Company entered into a purchase agreement with Gryphon Master Fund, L.P. (“Gryphon”), a Bermuda limited partnership. Pursuant to this agreement, Gryphon purchased a $1,500,000 7.5% convertible note due October 16, 2006 from the Company. Gryphon also received warrants to purchase 416,667 shares of the Company’s common stock.
On November 6, 2003, a closing was held in Argentina under a stock purchase agreement for the acquisition by the Company’s wholly-owned subsidiary, KFWBA Acquisition Corp., a Nevada corporation (“KFWBA”), of Bodegas y Venedos Anguinan S.A. (“Bodegas y Venedos”). The purchase price consisted of a combination of $200,000 (USD) and one million shares of the Company’s restricted common stock. Additionally, KFWBA entered into put options agreements with both of the former shareholders Bodegas y Venedos, which provide that those former shareholders can compel KFWBA to purchase a specific portion of the Company’s shares delivered as a part of the purchase price of Bodegas y Venedos.
On December 22, 2003, the Company entered into a second purchase agreement with Gryphon. Pursuant to this agreement, Gryphon purchased a $2,000,000 7.5% convertible note due December 22, 2006 from the Company. Gryphon also received warrants to purchase 1,111,111 shares of the Company’s common stock.
On April 21, 2004, the Company acquired a 50% interest in Kirkland Knightsbridge, LLC, a California limited liability company (the “Joint Venture Sub”) pursuant to a certain capital stock contribution agreement by and among the Company, the Joint Venture Sub, Kirkland Ranch, LLC, a California limited liability company, and Mr. Larry Kirkland. In exchange for its 50% membership interest, the Company made a capital contribution equal to $10,000,000 through the issuance of 4,255,320 share of its common stock.
Also on April 21, 2004, the Company entered into a securities exchange agreement with Gryphon. The Company issued a $5,500,000 7.5% senior secured convertible note due April 21, 2006 and a warrants to purchase 8,055,556 shares of the Company’s common stock. In exchange, the Company received $2,000,000 in cash and the Company’s 7.5% convertible notes previously sold to Gryphon (total face value of $3,500,000).
On May 28, 2004, the Company entered into a note purchase agreement with each of Longview Fund, LP, Longview Equity Fund, LP, and Longview International Equity Fund, LP (collectively, the “Purchasers”). The Purchasers purchased from the Company convertible promissory notes due August 26, 2004 in the total principal amount of $500,000. This agreement was amended on September 30, 2004 because the Company was in default with respect to the convertible notes. The amendment extended the maturity date of the notes to November 9, 2004 and provided for the Company to issue 300,000 shares of common stock to the Purchasers.
On September 30, 2004, the Company and Gryphon entered into a debt restructuring agreement. Pursuant to the agreement, Gryphon agreed to cancel certain penalties owed to it under the senior secured convertible note dated April 21, 2004 in return for the Company issuing a new 6% promissory note due August 31, 2005 in the amount of $700,000.
On February 15, 2005, the Company’s Articles of Incorporation were amended to change the name of the Company to 360 Global Wine Company, as agreed to by a majority of the voting shareholders.
In the first quarter of 2005, the Company agreed to acquire 18.7% of the outstanding shares of First Montauk Financial Corp. (FMFC) from a group of individuals and an entity (BMAC). The Company retained 360 Global Financial LLC2 (360GF) (not a related party) to provide investment-banking services in our acquisition of the shares of FMFC common stock. The agreement with 360GF provided for the payment of 1,200,000 shares of our common stock payable in three separate payments of 400,000 shares based upon the completion of certain milestones. We issued the first 400,000 shares of our common stock with a fair value of $2,735,005. BMAC, the entity that was selling the FMFC shares to us, was not able to deliver its shares as contemplated in the original agreement. Accordingly, the FMFC share acquisition transaction has been cancelled and we instructed our transfer agent that the shares issued to BMAC are to be cancelled and are currently awaiting the receipt of the stock certificate issued to 360GF for cancellation.
On June 21, 2005, the Company’s wholly-owned subsidiary 360 Viansa LLC (“360 Viansa”), a Nevada limited liability company, entered into an asset purchase agreement with Viansa Winery, a California Limited Partnership (the “Partnership”), and La Fontana di Viansa, LLC, a California limited liability company (the “LLC”). 360 Viansa purchased certain winery, wine bar, and restaurant assets from the Partnership and the LLC for $31,000,000 cash.
On July 7, 2005, the Company entered into a security and purchase agreement with Laurus, a Cayman Islands company. Pursuant to the agreement, the Company issued to Laurus a three-year term note in the aggregate principal amount of $34,500,000 and a three-year revolving note equal to up to $3,000,000.
On January 13, 2006, the Company entered into a stock purchase agreement with BMAC Corp. (“BMAC”), a Nevada corporation, and the stockholders of BMAC. The Company was to acquire all of the outstanding shares of common stock of BMAC in return for $1,465,875 payable in shares of the Company’s common stock. Also on January 13, 2006, the Company entered into stock purchase agreements with each of 10 stockholders of First Montauk Financial Corp., a New Jersey corporation (“FMFC”). The Company was to acquire all of the outstanding shares of FMFC owned by such stockholders for $3,759,953 payable in shares of the Company’s common stock. BMAC was, however, unable to fulfill its obligations under the agreement. Accordingly, the FMFC share acquisition transaction was cancelled.
On February 28, 2006, the Company effected a 1-for-150 reverse stock split of its common stock.
On March 31, 2006, the Company invested in the business of extractive minerals and processing. 360 Global acquired all of the stock of Springer Mining Company (“Springer”) for $3,000,000. The purchase price consisted of $600,000 in cash and a note issued by us for $2,400,000 to the prior owner of Springer (General Electric Company). In addition to this, we entered into an agreement to purchase the processing rights to the mineral Kaolin. The acquisition agreement with the holder of the mineral processing rights required us to issue them 6,800,000 shares of our common stock. The seller was unable to deliver the mineral processing rights; so, we terminated the agreement. We did not physically deliver the 6,800,000 shares to the seller of the mineral processing rights and have entered into an agreement whereby both parties have relinquished all potential claims against the other.
On March 7, 2007, the Company and its wholly owned subsidiary, 360 Viansa, filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada.
On March 25, 2008, the Debtor sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) to the City of Granite Shoals and the Christ Redeemer Fellowship for the aggregate sale price of $3,200,000. Global’s residual interest in this sale was limited to $250,000.
On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan was January 10, 2009.
On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock was issued.
On May 10, 2012 the Articles of the Company were amended in order to conduct a name change. The name of the Company changed from 360 Global Wine Company to 360 Global Investments.
Employees
On December 31, 2012, we have 1 employee and officer, A. John A. Bryan, Jr., who is the Chief Executive Officer of the Company, as well as several consultants who research investment opportunities in the various fields the Company is active in as described in Item 1.
None of our employees is represented by a labor union and we consider our relationships with our employees and consultants to be excellent.
ITEM 1A.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. Our auditors have expressed substantial doubt about our ability to continue as a going concern. This is due in large part to the Company’s history of significant operating losses and its previous securing of operating capital through the sale of its securities. Currently, the growth and success of our business depends largely upon obtaining future financings, without which we may not have the necessary capital to continue our business.
The risks and uncertainties described below are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, and/or operating results. If any of the following risks, or any other risks not described below, actually occur, it is likely that our business, financial condition, and operating results could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.
RISKS RELATING TO OUR BUSINESS
The Company has suffered significant losses and will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to (1) generate a level revenue from operations or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder funding to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.
RISKS RELATED TO OUR COMMON STOCK
THE PLAN OF REORGANIZATION WILL RESULT IN THE CANCELLATION OF OUR COMMON STOCK PURSUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.
Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
·that a broker or dealer approve a person’s account for transactions in penny stocks; and
·the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
·In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
·obtain financial information and investment experience objectives of the person; and
·make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
·sets forth the basis on which the broker or dealer made the suitability determination; and
·that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock were issued. The New Common Stock (CUSIP 885573 303) was be distributed as follows pursuant to the Global Plan:
·3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
For the twelve-month period ended December 31, 2012, there are no unresolved staff comments.
ITEM 2.
ITEM 2. PROPERTIES
For the twelve-month period ended December 31, 2012, our U. S. corporate office was located in Los Angeles, California.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2007, all lawsuits and liabilities were settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company Therefor, during the course of 2012, the Company was not involved in any lawsuits, claims or legal proceedings.
Chapter 11 Proceedings
On March 7, 2007, 360 Global and its wholly owned subsidiary 360 Viansa filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of December 31, 2007, all lawsuits and liabilities were settled through the Bankruptcy Court except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.
Creation of the Global Trust
Pursuant to the Global Plan, 360 Global created the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, and the Liquidating Trust Agreement was executed by the parties to the Liquidating Trust Agreement. The Global Trust was funded by the delivery to the Global Trust of 100,000 shares of New Common Stock. The Global Trust shall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purpose of collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue or engage in the conduct of a trade or business. On January 2nd, 2009, Global and/or the Committee shall be deemed to have transferred all of 360 Global’s rights to prosecute the Assigned Litigation to the 360 Global Trust to collect and prosecute for the benefit of Creditors of 360 Global. The 360 Global Trust shall receive, liquidate and distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global and its Estate in accordance with the Global Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditious but orderly manner. The 360 Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent there are any inconsistencies between the Global Plan and the 360 Global Trust, the terms of the Global Plan shall prevail.
Transfer of Claims, Rights and Causes of Action to the Global Trust.
Pursuant to the Global Plan, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forth in the Global Plan, was transferred to, and vested in, the 360 Global Trust free and clear of all liens, claims, encumbrances and other interests. All property, claims, rights, and causes of action received or held by the 360 Global Trust was held in trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions of the Global Plan and the Liquidating Trust Agreement. Reorganized Global retains no interest in such property, claims, rights, and causes of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferred and conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Global Plan. As soon as practical after receipt of the New Common Stock, the 360 Global Trust shall use its best efforts to distribute the New Common Stock to Class 4 and Class 5 Claimants and Class 6 Equity Security Interests.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
The following table sets forth the quarterly high and low bid prices, for our common stock, adjusted for the reverse split, which was effective as of February 28, 2006, and since the share exchange and reverse acquisition between Tech-Net Communications, Inc. and us on August 1, 2003. The prices set forth below represent interdealer quotations, without retail markup, markdown, or commission, and may not be reflective of actual transactions.
Our common stock has been quoted on the OTC Bulletin Board under the symbol “TSIX”. Prior to March 1, 2006 our common stock traded under the symbol “TGWC”. Prior to February 24, 2005, the common stock traded under the symbol “KFWI”.
On March 6, 2007 - the day of the filing for Chapter 11 - the symbol changed to “TSIXQ”. The stock has no actively traded since the bankruptcy.
On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock were issued. The New Common Stock (CUSIP 885573 303) was distributed as follows pursuant to the Global Plan:
·3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
Dividends
We have never declared or paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the course of 2012, no unregistered securities were sold.
During the course of 2012, the following securities were issued by means of compensation:
In May, 2012 the Company issued 50,000 shares valued at $.001 par value in exchange for profession services.
In May, 2012 the Company issued 50,000 shares valued at $.001 par value to the chairman of the audit committee for his services.
Securities Authorized for Issuance Under Equity Compensation Plans
During 2012 and 2011, no securities were issued under equity compensation plans.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
This item is not required for a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.
Overview
On March 7, 2007 the Company and its wholly owned subsidiary 360 Viansa filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, virtually all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. At this time it is not possible to predict the outcome of the Chapter 11 filings or their effect on our business. As of Dec 31st 2007, all lawsuits and liabilities were settled or through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.
On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan is January 10, 2009.
Our Business
360 Global is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.
360 Global has invested in or plans to invest in the following industries:
·Alcoholic beverage brands focused in the wine category;
·Mining, mineral extraction, and processing;
·Biotechnology and medical diagnostic systems;
·Oil and Gas exploration, production, and distribution;
·Residential Real Estate;
·Aviation and aircraft manufacturing;
·Investment banking services;
·Financial Services;
·Stock brokerage and Money Management;
·Entertainment and Media;
·Formula One Racing;
·Spectator Events-Aircraft and Rocket Racing;
·Film and Television Production;
·Music Production and Distribution;
·Broadcast Media;
·Vacation Properties;
·Timeshare Properties and Property Management;
·Energy Market;
·Electricity Trading and Marketing to commercial and residential customers.
As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:
10K annual report and audit for the year ended December 31st
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3th quarter of 2012
10K annual report and audit for the year ended December 31st
The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.
Mergers, Acquisitions and Divestitures
For the twelve-month period ended December 31, 2012, there were no Mergers or Acquisitions.
Correction of Errors in Previously Issued Financial Statements
There are no corrections of previously issued financial statements.
Inventory Revaluation
As of December 31st 2012 and 2011, the Company’s inventory equals $0.
Liquidity and Capital Resources
As of December 31, 2012, the Company’s working capital is limited. The Chapter 11 has discharged all debt. Payables were transferred to a Liquidation Trust so that general unsecured creditors could be repaid from recoveries.
The Company has suffered significant operating losses since its inception in its efforts to establish and execute the business strategy of previous management. The Company anticipates that it will continue to require additional working capital so that it can find, analyze, and make new investments. The Company intends to continue as an investment Company. In the event the Company is unable to raise additional funds to sustain its ongoing operations it would raise substantial doubt about the Company’s ability to continue as a going concern.
There is no reasonable assurance at this time that new management can raise additional capital or find suitable investments.
Operating Activities
For the twelve month periods ended December 31, 2012 and 2011, cash used in operating activities was $0.
Financing Activities
For the twelve month periods ended December 31, 2012 and 2011, cash used for financing activities was $0.
Investing Activities
For the twelve month period ended December 31, 2012 and 2011, cash provided by investing activities was $0.
Impact of Derivatives on Liquidity
For the twelve month period ended December 31, 2012 and 2011, impact of derivatives on liquidity was equal to $0.
Contractual Obligations and Commitments
The Company has currently no contractual obligations or commitments.
Capital Expenditures
For the years ended December 31, 2012 and 2011, capital expenditures were $0.
Management’s Strategy and Plan for the Future
On December 12, 2008, Global Plan was confirmed by the Bankruptcy Court and can be found as Exhibit 34.1 to annual report.
As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:
10K annual report and audit for the year ended December 31st
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended December 31st
The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.
The subsequent 2009 global recession caused delays in the first and second activities.
The Company’s full strategy and plan for the future is described in the Global Plan, which is filed in Exhibit 34.1.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Cautionary Information Regarding Forward-Looking Statements
Under the Private Securities Litigation Reform Act of 1995, companies are provided with a “safe harbor” for making forward-looking statements about the potential risks and rewards of their strategies. Some of the statements contained in this Annual Report on Form 10-K are forward-looking statements about the Company, including but not limited to those specifically identified as such, that involve risks and uncertainties. The statements contained in the Report on Form 10-K that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.
Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including risks and uncertainties specific to our Company, our recent Chapter 11 filing, our industry, and changes in general economic and business conditions. These factors could cause our actual performance and results to differ materially from those described or implied in forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person can assume responsibility for the accuracy and completeness of such statements.
All forward-looking statements included in this Report on Form 10-K are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements, beyond those obligations required by law.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
RISKS RELATING TO OUR BUSINESS
The Company has suffered significant losses and will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to (1) generate a level revenue from operations or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder funding to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.
RISKS RELATED TO OUR COMMON STOCK
MANAGEMENT FILED A PLAN OF REORGANIZATION THAT WILL RESULT IN THE CANCELLATION OF OUR COMMON STOCK PURSUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.
Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
- that a broker or dealer approve a person’s account for transactions in penny stocks; and
- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
- obtain financial information and investment experience objectives of the person; and
- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
- sets forth the basis on which the broker or dealer made the suitability determination; and
- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock were issued. The New Common Stock (CUSIP 885573 303) was distributed as follows pursuant to the Global Plan:
• 3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
• 1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
• 50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
• 100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
• 100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
All financial information required by this Item is attached hereto at the end of this report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
For the year ending December 31, 2012, there were no changes in and disagreements with accountants on accounting and financial disclosure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. New senior management hired since March 7, 2007 has identified material weakness in our disclosure controls and procedures and internal control over financial reporting. We continuously investigate and apply procedures and processes as necessary to ensure the reliability of our financial reporting and are continuously evaluating and adopting measures designed to remediate any weaknesses.
Management also continuously conducts an evaluation of our corporate governance and internal controls in an effort to improve the quality and transparency of our corporate governance, internal controls, and financial reporting. Implementation and improvement in these areas will be limited by our human and financial resources.
(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III.
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names and ages of our executive officers, directors, promoters, and control persons as of December 31, 2012. There are no family relationships among our executive officers and directors. Also provided herein are brief descriptions of the business experience of each executive officer and director during the last five years and an indication of directorships held by each individual in other companies subject to the reporting requirements under the federal securities laws.
A. JOHN A. BRYAN, JR. , Chief Executive Officer and Chief Restructuring Officer . A. John A. Bryan Jr. was appointed as our Chief Executive Officer and Chief Restructuring Officer on March 7, 2007. A. John A. Bryan, Jr. is also the CEO of The Watley Group, LLC, a California based consulting firm specializing in Chapter 11 reorganizations, mergers and acquisitions, and management consulting. Mr. Bryan was formerly the CEO of Cetalon Corporation, a health and nutrition company operating as a licensee of Sears Roebuck that filed for Chapter 11 in January of 2003. From 1987 to the present, Mr. Bryan has also served as the Chief Executive Officer and Senior Managing Director of Investment Banking of Watley and its predecessor, Watley Investments Limited. In that capacity, from 2000 to the present, Mr. Bryan worked directly on the restructuring of Claydan Enterprises, the predecessor company of Cetalon Corporation and he was involved in plan of reorganization of Seracare, Inc. He earned a Bachelor of Arts degree in Economics from the University of Texas and an MBA from the University of Pittsburgh.
MICHAEL L. JEUB, Director, and Chairman of the Audit Committee. Michael L. Jeub is one of our directors and has served in this capacity since July 2004. Mr. Jueb also serves as a member of our compensation committee and our audit committee. Mr. Jeub is currently a Partner with the San Diego office of Tatum Partners, a national firm of chief financial officers and chief information officers. Mr. Jeub has been on assignment as Chief Financial Officer for Road Runner Sports from January 2005 to the present. From June 2002 to October 2003, Mr. Jeub served as Chief Financial Officer and Vice President of Finance for The Immune Response Corporation, a biotech company co-founded by Jonas Salk. Prior to joining Tatum Partners, Mr. Jeub was Senior Vice-President and CFO of Jenny Craig International, a $350 million NYSE company for five years. Previously, Mr. Jeub was Senior Vice-President and Chief Financial Officer of National Health Laboratories, a NYSE company, at which he was the financial liaison with the controlling investor. Mr. Jeub also served first as Chief Financial Officer and then as President of Medical Imaging Centers of America, a publicly held chain of freestanding imaging centers and hospital leased imaging centers. Mr. Jeub spent 18 years with International Clinical Laboratories, a publicly held national chain of medical testing facilities. Mr. Jeub began his career at ICL as regional controller, was promoted to Chief Financial Officer during the bulk of his tenure and was President-ICL East for the last two years. Mr. Jeub was responsible for SEC filings and analyst presentations at ICL. Mr. Jeub holds a Bachelor of Science in Accounting from California State Polytechnic University-Pomona. Upon graduation, Mr. Jeub joined Ernst & Young LLP where he earned his CPA Certificate (currently inactive).
Audit Committee, Financial Expert and Compensation Committee
Our Audit Committee is composed of Michael Jeub. The Audit Committee assists our Board of Directors in fulfilling their oversight responsibilities with respect to:
·Quarterly and annual consolidated financial statements and financial information filed with the Securities and Exchange Commission,
·System of internal controls,
·Financial accounting principles and policies,
·Internal and external audit processes, and
·Regulatory compliance programs.
The committee may meet periodically with management to consider the adequacy of our internal controls and financial reporting process. It also may discuss these matters with our independent auditors and with appropriate financial personnel employed by us. The committee reviews our financial statements and discusses them with management and our independent auditors before those financial statements are filed with the Securities and Exchange Commission.
Audit Committee Financial Expert
The Board of Directors has determined and Mr. Jeub has agreed to serve as the Audit Committee’s financial expert. We believe that Mr. Jeub is independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities and Exchange Act. Because we are not a listed issuer, the members of the Audit Committee are not subject to the independence requirements of any national securities exchange or association.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of any class of our securities registered under Section 12(g) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officers
The following table sets forth certain summary information for the fiscal years ended December 31, 2012 and 2011 regarding compensation awarded to, earned by, or paid to our Chief Executive Officer and other Executive Officers.
Outstanding Equity Awards at Fiscal Year-End Table.
There were no Outstanding Equity Awards.
Director Compensation
There was no Director Compensation.
Our directors who are employees do not receive any compensation from us for services rendered as directors.
Non-employee directors may in the future be granted incentive-based stock compensation.
Employment Agreements and Change of Control Arrangements
The Company does not have an employment agreement in place with any of its other executive officers. No change of control is contemplated at this time.
Stock Option Plans
The Company currently offers no stock option or incentive plans.
ITEM 12.
ITEM 12. YEAR END 2012 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, subject to community property laws where applicable. Except as otherwise indicated, the address of each beneficial owner is c/o our business address 8439 Sunset Boulevard, Suite 402, Los Angeles, CA 90069.
On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock were issued. The New Common Stock (CUSIP 885573 303) was distributed as follows pursuant to the Global Plan:
·3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
·1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
·50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
·100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
·100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
·The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
The below table sets forth, as of December 31, 2012, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 5,100,000 shares of common stock issued and outstanding as of the date of this SEC filing on Form 10-K.
Number of Shares as of December 31, 2012
Shares
%
John Bryan 1,412,410
28.25
Levene, Neale, Bender, Yoo & Brill L.L.P. 1,288,970
25.78
360 Global Wine Company liquidating Trust* 550,284
11.01
Gryphon Master Fund 422,975
8.46
Kirkland Knightsbridge LLC 360,769
7.22
*Trust Shares held for 3th parties
Changes in Control
We are not aware of any arrangements, which may result in a change in control of the Company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the twelve-month period ended December 31, 2012 there are no related party transaction.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following sets forth fees billed to us for the fiscal years ended December 31, 2012 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
No audit fees were paid during 2012.
Audit Committee Policies and Procedures:
The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by the Company’s independent auditors during the fiscal year.
No services related to Audit-Related Fees, Tax Fees or All Other Fees described above, were approved by the Audit Committee.
Tax Fees
For the twelve-month period ending December 31, 2012 there were no tax fees paid.
All Other Fees
For the twelve-month period ending December 31, 2012 there were no other fees.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits
41.1+ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
42.1+ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
33.1+ Order Confirming 360 Viansa, LLC’s Second Amended Plan of Reorganization (Plan attached)
34.1+ Order Confirming 360 Global Wine Company, Inc.’s Disclosure Statement and Plan of Reorganization (Plan attached)
+	Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 29, 2013
360 Global Investments
By: /s/ A. John A. Bryan
A. John A. Bryan, Jr.
Chief Executive Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
360 Global Investments (Formerly 360 Global Wine Company)
Los Angeles, California
We have audited the accompanying balance sheets of 360 Global Investments (Formerly 360 Global Wine Company) as of December 31, 2012 and 2011 and the related statements of operations, comprehensive income, stockholders’ equity and cash flows for the years 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 audits.
We conducted our audits in accordance with the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 financial statements referred to above present fairly, in all material respects, the financial position of 360 Global Investments (Formerly 360 Global Wine Company) as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 to the financial statements, the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. In addition, the Company has filed for Chapter 11 bankruptcy protection in order to reorganize and work out its debt arrangements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Hall Group, CPAs
Dallas, Texas
February 1, 2013
360 GLOBAL INVESTMENTS
Consolidated Balance Sheets
As of December 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
360 GLOBAL INVESTMENTS
Consolidated Balance Sheets
As of December 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
360 GLOBAL INVESTMENTS
Consolidated Statements of Operations
For the Years Ended December 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
360 GLOBAL INVESTMENTS
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
360 GLOBAL INVESTMENTS
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
360 GLOBAL INVESTMENTS
Notes to the Financial Statements
December 31, 2012
1. Business and the Basis of Presentation, Organization and Nature of Operation
Description of Business
360 Global Investments (“we,” “us” “360”, "360 Global", the "Debtor" or the “Company”) is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.
360 Global has invested in or plans to invest in the following industries:
• Alcoholic beverage brands focused in the wine category;
• Mining, mineral extraction, and processing;
• Biotechnology and medical diagnostic technology and systems;
• Oil and Gas exploration, production, and distribution;
• Residential Real Estate;
• Aviation and aircraft manufacturing;
• Investment banking services;
• Financial Services;
• Stock brokerage and Money Management;
• Entertainment and Media;
• Formula One Racing;
• Spectator Events-Aircraft and Rocket Racing;
• Film and Television Production;
• Music Production and Distribution;
• Broadcast Media;
• Vacation Properties;
• Timeshare Properties and Property Management;
• Energy Market;
• Electricity Trading and Marketing to commercial and residential customers.
In March, 2007 the Company filed for Chapter 11 protection under the U.S. Bankruptcy code to reorganize. It subsequently disposed of its wholly owned operating subsidiary, 360 Viansa LLC, and all other assets as part of the
360 Viansa Plan of Reorganization (“Viansa Plan”, "Viansa POR") - as approved by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”).
In December, 2007 360 Viansa, LLC was sold to Laurus Master Fund, Ltd. (“Laurus”). In March, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship. Under the Viansa plans all funds except for a residual interest of $250,000 went to the 360 Global trust for the benefit of the creditors The $250,000 was designated for payment of professional fees under the bankruptcy plan and subsequently distributed in February, 2009.
The confirmed Viansa Plan is attached as Exhibit 33.1.
On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by United States Bankruptcy Court for the District of Nevada and can be found as Exhibit 34.1 to this document.
As described in this Global Plan, the Company’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system.
In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:
10K annual report and audit for the year ended December 31, 2011
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended December 31, 2012
The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.
The subsequent 2009 global recession caused delays in the first and second activities.
Basis of Presentation
The condensed financial statements included herein have been prepared by 360 Global, and reflect, in the opinion of management, all adjustments necessary to present fairly the financial information for the Company. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles (“GAAP”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
Preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.
The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates are the valuation of financial instrument derivatives and the related original issue discount and beneficial conversion features identified in the issuance of convertible debt instruments, the valuation of the net assets of discontinued operations, the valuation of Company issued securities used as employee compensation and for services, the valuation of securities used in business acquisitions, the allocation of the purchase price in business combinations, the determination of the allowance for uncollectible accounts receivable, the valuation reserve for inventories, and the valuation reserve for the deferred income tax asset The Company's estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from the Company's estimates.
Revenue Recognition
In 2012 and 2011 the Company had no revenue. Historically, the Company’s primary streams of revenue include the sale and disposal of investments as well as revenue from operations. Investment revenue is recognized in the period earned. Revenues for operations consist primarily of sales and are recognized upon shipment.
Cost of Goods Sold
In 2012 and 2011 the Company had no cost of goods sold.
Selling, General and Administrative Costs
The Company continues to accrue general and administrative costs as incurred. General and administrative cost included salaries, professional fees and other operating costs of the investment holding company.
Advertising Costs
Advertising costs if any are included in selling, general and administrative costs. Advertising costs were $0 for both the years ended December 31, 2012 and 2011.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.
Other Receivable - Funds held in trust
Other Receivable - funds held in trust represents proceeds from the sale of property which are being held by a trustee for payment of professional fees by order of the bankruptcy court. As such the cash is not available for use in the operations of the business.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, other current and accrued liabilities, as reported on the balance sheet, are considered to approximate their fair value given the short-term maturity and/or the liquidity of these financial instruments.
Assets Held for Sale
The assets held-for-sale are removed from property, plant and equipment classification and shown separately on the balance sheet at their fair value (anticipated sales price less the cost to sell) at such time as management determine they are to be sold. The fair values that are less than the recorded net book value of the assets at the time they are identified are charged to operations and no further depreciation is recognized.
Basic and Diluted Net Loss per Share
In accordance with ASC 260, "Earnings per Share", the Company calculates basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. Net losses were incurred in certain of the periods presented, and in those instances, did not include the effect of potentially dilutive common stock equivalents in the diluted net loss per share calculation, as their effect would be anti-dilutive. Potentially dilutive common stock equivalents would include the common stock issuable based upon conversion features provided in debt security instruments and the exercise of warrants.
On June 10, 2010, pursuant to the confirmed Global Plan, as discussed in Note 4, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock were issued. The New Common Stock (CUSIP 885573 303) was distributed as follows pursuant to the Global Plan:
• 3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
• 1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
• 50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
• 100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
• 100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
NOTE 3 - ACCRUED COMPENSATION
Under the Global reorganization plan as confirmed by the court on December 22, 2008 John Bryan as Chief Operating Officers accrues a salary of $150,000 annually. The Salary is payable only upon a funding event and is not eligible to be converted into stock.
NOTE 4 - EQUITY
The Company is authorized to issue 50,000,000 shares of common stock at a par value of $0.001 per share. As of December 31, 2012 there were 5,100,000 shares outstanding.
Common Stock Activity
On June 10, 2010, pursuant to the confirmed Global Plan all our common stock, warrants, and equity interests were be cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) was distributed as follows pursuant to the Global Plan:
• 3,750,000 shares of New Common Stock were distributed to the Administrative Claimants and Allowed Professional Claimants;
• 1,000,000 shares of New Common Stock were distributed to Class 4 General Unsecured Creditors;
• 50,000 shares of New Common Stock were distributed to Class 5 General Unsecured Creditor;
• 100,000 shares of New Common Stock were distributed to Class 6 equity security holders;
• 100,000 shares of New Common Stock were distributed to the 360 Global Liquidating Trust.
The New Common Stock was issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
All lease commitments of the Company were cancelled under the bankruptcy filing. As of December 31, 2012 the Company has no new lease commitments.
Litigation and Disputes
The Company is involved in various lawsuits, claims, and proceedings which arose in the ordinary course of business. In accordance with ASC 450, Accounting for Contingencies, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for all such matters that have come to the attention of the Company. The Company reviews these provisions at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, the Company believes that it has valid defenses with respect to legal matters pending against it. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.
In March, 2007 the Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of the date of the Chapter 11 filing, virtually all pending litigation was stayed.
With the confirmation of the Bankruptcy plan by the court in December, 2008 all liability under such lawsuits was transferred to the Global trust. The Company is not aware of any other material legal proceedings against the Company.
NOTE 6 - RELATED PARTY TRANSACTIONS
For the years ended December 31, 2012 and 2011, there were no related party transactions.
NOTE 7 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company continues to reduce its net deferred tax assets by a 100% valuation allowance.
NOTE 8 - FAIR VALUE MEASUREMENTS
Cash, accounts receivable, accounts payable and other accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair values because of the relatively short maturity of those instruments.
ASC 820, “Fair Value Measurements and Disclosures”, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2 - Inputs to the valuation methodology include:
•quoted prices for similar assets or liabilities in active markets;
•quoted prices for identical or similar assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability;
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The preceding method described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. As of December 31, 2010 and 2008, all of the Company’s assets and liabilities were considered current and due to the short maturity the carrying amounts are considered to approximate fair value.
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, balance sheet or cash flow.
NOTE 10 - SUBSEQUENT EVENTS
In accordance with ASC 855-10 an evaluation of subsequent events was performed through January 24, 2013 which is the date the financial statements were issued. No items requiring disclosure were noted.
NOTE 11 - GOING CONCERN
The Company has suffered significant losses and will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to (1) generate a level revenue from operations or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder funding to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.
Exhibit 41.1
CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER CERTIFICATION
I, A. John A. Bryan, Jr. certify that:
1. I have reviewed this report on Form 10-K of 360 Global Investments.
2. Based on my knowledge and except as disclosed in the quarterly and annual statements filed with the SEC, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.;
3. Based on my knowledge and as disclosed in the quarterly and annual statements filed with the SEC, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report, ;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;
b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;
d) Disclosed in this report any change to the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; , except as otherwise disclosed in the quarterly and annual statements filed with the SEC, and
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
March 29, 2013
/s/ A. John Bryan, Jr.
A. John A. Bryan, Jr.
Chief Executive Officer
Principal Financial and Accounting Officer
Exhibit 42.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
In connection with the Annual Report of 360 Global Wine Company (the “Company”) on Form 10-K for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. John A. Bryan, Jr. , Chief Executive Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
March 29, 2013
/s/ A. John A. Bryan, Jr.
A. John A. Bryan, Jr.
Chief Executive Officer
Principal Financial and Accounting Officer