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EX-33.1 - 360 GLOBAL WINE COporviansa.htm
EX-34.1 - 360 GLOBAL WINE COporglobal.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2007

or

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

_________________

360 Global Investments

(Exact name of registrant as specified in its charter)

_________________

Nevada 0001124019 93-0231440
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)

8439 Sunset Boulevard, Suite 402, West Hollywood, CA 90069
(Address of Principal Executive Offices) (Zip Code)

310 777 8889
(Registrant’s telephone number, including area code)

360 Global Wine Company
(Former name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  o     No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o     No  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company  þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o     No  þ

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes  o     No  þ

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 8,619,389

 
 
1
 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42
Item 3. Quantitative and Qualitative Disclosures About Market Risk 48
Item 4. Controls and Procedures 51

PART II — OTHER INFORMATION

Item 1. Legal Proceedings 53
Item 1A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54
Item 3. Defaults Upon Senior Securities 54
Item 4. Submission of Matters to a Vote of Security Holders 56
Item 5. Other Information 56
Item 6. Exhibits 56

 

2
 

360 Global Investments and Subsidiaries
Condensed Consolidated Balance Sheet 
September 30, 2007 and December 31, 2006
         
         
ASSETS
         
    September 30, 2007   December 31, 2006
         
Current assets:      
Cash and cash equivalents $ 80,967   148,810
Accounts receivable - trade, net   574,436   970,895
Inventories, net   15,886,136   15,743,982
Prepaid expenses   1,212,012   476,909
         
Total current assets $ 17,753,551   17,340,596
         
Property, vineyards, plant and equipment, net   12,584,775   12,573,084
Assets held-for-sale   10,524,269   11,312,514
Other assets, net   311,617   (290,348)
         
Total assets $ 41,174,212   41,516,542

3
 

360 Investments and Subsidiaries
Condensed Consolidated Balance Sheets 
September 30, 2007 and December 31, 2006
         
         
LIABILITIES
         
    September 30, 2007   December 31, 2006
         
Current liabilities:        
   Note payable in default $ 4,492,500   4,492,500
   Bank Overdraft   -   467
   Accounts payable - trade                    5,534,504   6,617,889
   Other Accrued expenses and Liabilities                    2,601,666   2,449,383
   Accrued interest payable   7,360,021   4,965,430
   Notes payable, short term   11,859,757   1,633,464
   Financial instrument derivatives   35,634,682   35,634,682
         
Total current liabilities $ 67,483,130   55,793,815
         
Notes payable - long term   16,502,475   22,496,344
         
Total liabilities $ 83,985,605   78,290,159
         
         
Shareholders' Equity:        
Common stock, $.001 par value, 100,000,000 shares authorized, 8,619,389 and 8,484,103 shares issued and outstanding as of September 30, 2007 and December 31, 2006.   8,619   8,484
         
Additional paid-in capital   61,422,689   60,949,323
Accumulated deficit:        
Accumulated deficit as of December 31, 2006   (97,731,424)   (97,731,424)
Loss for the nine-month period ended September 30, 2007   (6,511,277)    
Total accumulated deficit   (104,242,701)   (97,731,424)
         
Total shareholders' equity (deficit)   (42,811,393)   (36,773,617)
         
Total liabilities and shareholders' equity $ 41,174,212   41,516,542

 

4
 

360 Global Investments and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three Month and Nine Month Periods Ended September 30, 2007 and 2006
                       
                       
  For the Three-Month Period Ended   For the Nine-Month Period Ended
    September 30, 2007     September 30, 2006     September 30, 2007     September 30, 2006
                       
Revenues $ 4,835,356   $ 4,858,997   $ 11,797,595   $ 12,877,698
Cost of goods sold   2,996,814     2,442,878     6,573,957     7,398,296
Gross profit   1,838,542     2,416,119     5,223,638     5,479,402
                       
Operating expenses from continuing operations:                      
Sales and marketing   1,110,336     1,361,684     2,633,586     8,426,426
General and administrative   1,639,240     3,449,467     3,212,549     23,684,266
Total operating expenses   2,749,576     4,811,151     5,846,135     32,110,692
                       
Profit / (loss) from continuing operations   (911,034)     (2,395,032)     (622,497)     (26,631,290)
                       
Other expense from continuing operations:                      
Interest expense   (1,285,840)     (1,247,238)     (3,168,361)     (7,906,296)
Interest expense - original issue discount accretion   -     (3,250,468)     -     (15,989,846)
Interest expense - derivative financial instruments   -     -     -     (6,245,007)
Total interest expense   (1,285,840)     (4,497,706)     (3,168,361)     (30,141,149)
Gain / (loss) on financial instrument derivatives   -     19,493,835     -     (23,831,044)
Extraordinary expense   (300,000)           (600,000)     -
Other (Income) Expense   (1,978,820)     (33,625)     (2,120,419)     (33,624)
Total other income (expense) from continuing operations   (3,564,660)     14,962,504     (5,888,780)     (54,005,817)
Income (loss) from continuing operations $ (4,475,694)   $ 12,567,472   $ (6,511,277)   $ (80,637,107)
Discontinued operations:                      
Loss from discontinued operations   -     -     -     (2,491,689)
Loss on disposal of discontinued operations   -     -     -     (900,000)
Provision for income taxes   -     (906)     -     (906)
Net income (loss) $ (4,475,694)   $ 12,566,566   $ (6,511,277)   $ (84,029,702)

5
 

360 Global Investments and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For Each of the Nine Month Periods Ended September 30, 2007 and 2006
           
  For the Nine-Month Period Ended
  September 30, 2007   September 30, 2006
           
Cash flows from operating activities:      
Net Income (Loss) $ (6,511,277)   $ (84,029,702)
Net loss from discontinued operations   -     (3,391,689)
Net loss from continuing operations   (6,511,277)     (87,421,392)
Adjustments to reconcile net loss to cash provided by (used in) continuing operating activities:          
Depreciation and amortization   402,779     208,855
Write down of assets held for sale   788,245     -
Non-cash interest expense   3,095,222     6,301,821
Accretion of original issue discount interest expense   -     15,989,845
Securities issued for services   473,501     23,638,516
Loss on financial instrument derivatives   -     23,831,044
Adjustments to net income of continuing operating activities   4,759,747     69,970,081
           
Adjustments to reconcile net loss from discontinued operations to cash provided:          
Change in net assets of discontinued operations    -     -
Adjustments to net income of discontinued operations activities   -     -
           
Decrease (increase) in assets:          
Accounts receivable   396,459     (78,876)
Inventories   (142,154)     1,509,098
Prepaid expenses   (735,103)     (243,572)
Other assets   (21,269)     33,949
Increase (decrease) in liabilities:          
Bank Overdrafts   (467)     93,804
Accrued Interest   (700,631)     4,388,751
Deferred Revenue   0     629,521
Accounts payable-trade   (1,083,385)     (854,692)
Accrued expenses   152,283     713,690
Cash used by continuing operations   960,955     6,191,673
Cash used by discontinued operations   -     -
Cash used in operating activities   (3,885,797)     (4,476,259)
Cash flows used in investing activities:          
Additions of Equipment   (414,470)     -
Disposal of Equipment   -     263,715
Cash used in investing activities   (414,470)     263,715
           
Cash flows provided by (used in) financing activities:          
Sale of common stock for cash $ 0   $ 250,000
Proceeds from notes payable   4,232,424     5,108,660
Payment on notes payable   0     (127,957)
Payment on notes payable in default   0     (61,661)
Repayment of note payable not representing unamortized discount   0     0
Cash flow provided by continuing operations financing activities   4,232,424     5,169,042
           
Cash flows used in discontinued operations:          
Cash flows from operating activities $ 0   $ (1,085,503)
Cash flows from investing activities   0     0
Cash flows from financing activities   0     0
Cash used in discontinued operations   0     (1,085,503)
           
Net increase (decrease) in cash   (67,843)     (129,005)
Cash at beginning of period   148,810     129,005
Cash at end of period $ 80,967   $ 0

6
 

360 GLOBAL INVESTMENTS AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity (Deficit)
For the Period Ended December 31, 2007 and 2006
                   
          Additional        
  Common Stock   Paid-In   Accumulated    
  Shares   Stock   Capital   Deficit   Total
                   
Balance, December 31, 2005   438,074   $ 438   $          15,658,694   $ (8,605,673)   $ 7,053,459
                             
Shares issued to employees as compensation   1,675,650     1,676              12,440,299           12,441,975
Shares issued to consultants as compensation   1,822,067     1,822              11,761,695           11,763,517
Shares issued for cash   71,429     71                    249,929           250,000
Shared issued in connection with debt instruments   3,935,614     3,935              17,568,159           17,572,094
Shares issued in exchange for interest payments   359,345     360      383,047             383,407
Shares issued in exchange for warrants   181,724      182                  -           182
Warrants issued for debt incentives   -     -                 2,275,000           2,275,000
Warrants issued to short term note holder                              350,000           350,000
Warrants issued to employees for future services                              262,500           262,500
Net income (loss)                     (89,125,751)     (89,125,751)
                             
Balance, December 31, 2006   8,484,103     8,484   $ 60,949,323   $ (97,731,424)   $ (36,773,617)
                             
Shares issued to employees as compensation   40,000     40     139,960           140,000
Shares issued in connection with debt instruments   86,286     86     301,915           302,001
Shares issued in exchange for interest payments   9,000     9     31,491           31,500
Net income (loss)                     (6,511,277)     (6,511,277)
                             
Balance, September 30, 2007   8,619,389     8,619     61,422,689     (104,242,701)     (42,811,393)

7
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

 

Description of Business

 

360 Global Investments (formerly 360 Global Wine Company) (“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.

 

Subsequent Events

Pursuant to 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”) on December 2007, 360 Viansa ("Viansa", "360 Viansa") and the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) were sold.

 

Viansa was sold to Laurus Master Fund, Ltd. (“Laurus”) in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. The proceeds were paid to The Global Trust (See Note 14).

 

Pursuant to the Viansa Plan, on March 27, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000. This residual interest of $250,000 has been provided for in the year-end 2007 financials, since it had been provided for in the Viansa Plan. Therefore, this transaction does not affect the 2008 financial statements.

 

8
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

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:

 

10Q for the 3rd quarter of 2007 

10K annual report and audit for the year ended December 31, 2007

10Q for the 1st quarter of 2008

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31, 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

10K annual report and audit for the year ended December 31, 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31, 2010

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31, 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31, 2011

10Q for the 1st quarter of 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

9
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

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 unaudited, condensed consolidated 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”). These condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006. Results of operations for interim periods are not necessarily indicative of annual results for the year ended December 31, 2007.

 

On March 7, 2007 (the “Petition Date”), 360 Global and its wholly owned subsidiary Viansa filed voluntary petitions 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, 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. It is not possible to predict the outcome of the Chapter 11 proceedings or their effect on our business. On December 21, 2007, Viansa’s Plan was confirmed by the Bankruptcy Court. As of December 31st 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.

 

Subsequent Event:

On October 29, 2007, the Viansa Plan was confirmed by the Bankruptcy Court. The Viansa Plan can be found as Exhibit 33.1 to this document.

On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Global Plan can be found as Exhibit 34.1 to this document.

 

 

10
 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of consolidated entities since their respective dates of acquisition. All significant inter-company amounts have been eliminated. These condensed consolidated financial statements do not include the financial statements of Kirkland Knightsbridge, LLC (a California limited liability corporation) (“KKLLC”) and Springer Mining Company as the Company in May 2006 and then in June 2006 elected to treat the joint venture and then the subsidiary as a discontinued operations.

 

 

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.

 

11
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

 

Revenue Recognition 

 

The Company’s primary streams of revenue include the sale and disposal of investments as well as revenue from operations. In the third quarter of 2007, revenues from operations included:

 

  Special events

 

  Retail sales

 

  Catalog sales

 

  E-commerce sales

 

  Wine club sales

 

Revenue is recognized for these income streams when product is shipped FOB winery. The cost of price promotions, rebates and coupon programs are treated as reductions in revenues. Revenue from items sold through the Company’s retail locations is recognized at the time of sale, including commission sales. The costs of commissions are treated as reductions of revenues. No Company products are sold on consignment.

 

 

Cost of Goods Sold

 

The types of costs the Company included in cost of goods sold for its wine products are raw materials, packaging materials, vinting costs, plant administrative support and overhead subject to inclusion in inventory, and freight and warehouse costs (including distribution network costs) for the winery operations. Distribution network costs include inbound freight charges and outbound shipping and handling costs, purchasing and receiving costs, inspection costs, warehousing, and internal transfer costs.

 

 

Selling, General and Administrative Costs

 

Costs included in selling and general and administrative expenses consist predominately of advertising, promotion, and non-manufacturing administrative overhead costs.

 

 

Advertising Costs

 

Advertising costs are included in selling, general and administrative costs.

 

 

12
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.

  

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company extends credit to the customer based on evaluation of the individual customer's financial condition and collateral is not required. Accounts receivable - trade are due within 30 to 45 days and are stated at the anticipated amounts due from customers net of an allowance for doubtful accounts. Accounts receivable - trade, net, amounted $0 at March 31, 2008 and reflected a $0 allowance for doubtful accounts. Accounts outstanding beyond the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable - trade are beyond the contractual payment terms, the Company's previous loss history and the customer's current ability to pay its obligation to the Company. The Company writes-off accounts receivable when they are identified as uncollectible. Subsequent cash receipts on such written-off receivables are credited to the allowance for doubtful accounts. 

 

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. Notes payable and convertible notes payable have been recorded at their fair value based upon the Company’s recognition of the notes payable and convertible notes payable net of related original issue discount (“OID”) and beneficial conversion features ("adjustments"). This OID results from warrants and embedded beneficial conversion features related to the debt instruments. The Company recognized financial instrument derivatives at the time of issuance. The accretion of OID is recognized as an expense over the initial life of the convertible promissory note as an adjustment of the effective interest rate. Financial instrument derivatives related to debt transactions are initially recorded at their fair value. The stock value guarantee is recorded at the maximum face value of the guarantee.

 

 

13
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

 Inventories 

 

Bulk wine and cased wine goods are stated at the lower of average cost, which approximates first-in, first-out (“FIFO”) method, or market value. Inventories of supplies are stated at the lower of FIFO cost. Costs associated with the current year’s unharvested grape crop are deferred and recognized in the subsequent year when the grapes are harvested.

 

Wine inventories are classified as current assets in accordance with recognized trade practice although some products will not be sold within one year. Each specific grape crop harvested is pressed into a single production unit ("vintage"). However, each vintage is not sold entirely in a single year. Inventories of each year's vintage are normally carried over and sell for several years after their initial pressing.

 

 

Property, Vineyards, Plant and Equipment

 

As of September 30, 2007, property, vineyards, plant, and equipment were valued at $12,584,775, compared to $12,573,084 as of December 31, 2006.

 

Property, vineyards, plant and equipment are stated at historical cost net of accumulated depreciation. Depreciation and amortization expenses are computed using the straight-line method over the estimated lives of the related assets, as follows:

 

    Years  
Land improvements     25  
Vineyards     25  
Buildings     40  
Cooperage     40  
Equipment     3 - 7  

 

Costs incurred in developing vineyards and related interest costs are capitalized until the vineyards become commercially productive. Routine maintenance and repairs are charged as period operating costs as incurred. The costs of significant improvements are capitalized. Gains or losses on the disposition of assets are included in operations in the period of asset disposition.

 

The assets held-for-sale are removed from property, vineyards, plant and equipment classification and shown separately on the balance sheet at their fair value (anticipated sales price less the cost to sell). The assets held-for-sale as of September 30, 2007 are valued at $10,524,269. 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.

 

Long-lived assets, including property, vineyards, plant and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If impairment is indicated, the carrying values of the assets are reduced to its fair value.

 

14
 

 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and nine-Month Periods Ended September 30, 2007 and 2006

 

Accounting for Stock-Based Employee Compensation

 

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), “Share-Based Payment.” This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123(R) requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006, using the modified prospective method and, accordingly, has not restated the consolidated statements of operations for periods prior to January 1, 2006. Under SFAS No. 123(R), the Company is required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. As permitted under SFAS No. 123(R), the Company elected to recognize compensation cost for all options with graded vesting on a straight-line basis over the vesting period of the entire option.

 

Prior to January 1, 2006, we accounted for stock-based compensation, as permitted by FASB Statement No. 123, "Accounting for Stock-Based Compensation,” under the intrinsic value method described in Accounting Principles Board (APB) Opinion No. 25, " Accounting for Stock Issued to Employees", and related Interpretations. Under the intrinsic value method, no stock-based employee compensation cost is recorded when the exercise price is equal to, or higher than, the market value of the underlying common stock on the date of grant. We recognized stock-based compensation expense for all grants to consultants and for those grants to employees where the exercise prices were below the market price of the underlying stock at the measurement date of the grant.

 

Subsequent Event:

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be 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.

 

15
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Stock Split

 

In September 2005, the Company’s Board of Directors and stockholders authorized a reverse stock split of its outstanding common shares of 1-for-150, effective for shareholders of record as of February 28, 2006. For those stockholders who, as a result of the reverse split, would own less than 100 shares of common stock, had their share holdings of such stockholders were rounded up to a lot of 100 shares. In addition, all references in these condensed consolidated financial statements to weighted average number of shares, loss per share amounts, and market prices of the Company’s common stock have been restated to give retroactive recognition to the reverse stock split. 

 

Subsequent Event:

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be 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.

 

Basic and Diluted Net Loss per Share

 

In accordance with FASB Statement No. 128, "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.

 

Subsequent Event:

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

16
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The New Common Stock is to be 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. -  INVENTORIES

 

As of September 30, 2007 and December 31, 2006, inventories consisted of the following:

 

    2007   2006  
Finished Goods - bottled wines   $ 6,027,524   $ 5,146,378  
Bulk Wines     8,887,320     10,190,341  
Deferred viticultural costs     -     29,034  
Bottling supplies     353,138     97,311  
Retail products     618,154     280,918  
               
Total Inventories     15,886,136     15,743,982  
               
Less: valuation reserve for wine inventories     -     -  
               
Total inventories, net   $ 15,886,136   $ 15,743,982  

 

Wine inventories are classified as current assets in accordance with recognized industry practice although some products will not be sold within one year. Each specific grape crop harvested is pressed into a single production unit (“vintage”). However, each vintage is not sold entirely in a single year. Inventories of each year’s vintage are normally carried over and sell for several years after their initial pressing.

 

The expense related to the valuation reserve for wine inventories for the periods ended September 30, 2007 and 2006 are both $0.

 

NOTE 4 – DISCONTINUED OPERATIONS

 

Kirkland Knightsbridge, LLC

 

In May 2006, the Company adopted a formal plan to discontinue its support of the KKLLC joint venture. Initial Company assumptions related to cost savings and efficiencies were never realized and the wines marketed under the KKLLC labels did not achieve anticipated market acceptance. In addition, the relationship between the Company and its joint venture partner had become so strained as to make the Company's continued participation in the operation impracticable. Based on these facts, the Company concluded that it had lost the ability to control the joint venture and, accordingly, determined not to continue to fund its operations and long-term debt and elected to report the joint venture and its operations as a discontinued operation.

 

 

The Company has accounted for the KKLLC discontinued operation in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".

 

The results of operations of KKLLC have been excluded from the Company's continuing operations from acquisition date through December 31, 2006 and have been reported as a discontinued operation. The losses reported from the discontinued operation are $0 and $2,491,689 for the nine -month ended September 30, 2007 and September 30, 2006, respectively. The carrying value of the Company's investment in KKLLC joint venture at December 31, 2006 had been reduced to zero.

 

Springer Mining Company

 

In June 2006, the Company adopted a formal plan to discontinue its recent acquisition of Springer Mining Company (“Springer”) in its initial efforts to develop a business segment involved in mineral processing. In March 2006, the Company acquired all of the common stock of Springer, whose assets are located in Nevada. The Springer mineral processing facility, prior to the Company's acquisition of its outstanding stock, had been inactive. Prior to the Company's acquisition of Springer it entered negotiations with an entity that was to provide mineral processing rights.

 

In conjunction with the issuance of the short term note payable to General Electric related to the Springer stock purchase agreement, the Company entered into a security agreement in which all of the issued and outstanding shares of Springer stock were pledged as collateral for the note payable and held in escrow. The due date of the promissory note was extended to September 30, 2006. The Company did not make the required payment and General Electric Company foreclosed upon the Springer shares held in escrow in July 2006.

 

 

17
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and nine-Month Periods Ended September 30, 2007 and 2006

 

NOTE 5 – ASSETS HELD FOR SALE

 

In April 2006, in connection with its strategies planning to redirect Company efforts and assets towards premium wine production and sales, the Company decided to sell land, buildings and mineral deposits described as the Texas property. As a result, the Company transferred the fixed assets and mineral deposits to assets held-for-sale.

 

An initial review by the Company indicates that these assets are recorded at amounts below the current best estimate of the amount anticipated to be realized on their disposition. The assets included as assets held-for-sale at September 30, 2007 amount to $10,524,269. This estimate of the amount anticipated to be realized on their disposition is based on negotiations with potential buyers and independent parties familiar with valuations of this nature. The amount that the Company will ultimately realize could differ materially from the amount recorded in the financial statements. Accordingly, as of April 1, 2006 the Texas property has been classified as held-for-sale and is not being depreciated.

 

In June 2005, the Company acquired the property, facilities and mineral deposits consisting of granite blocks and other stone remnants (the “Texas property”) for $12,500,000. The Texas property purchase price was allocated to the real property and facilities based on fair value as determined by appraisal and the remainder allocable to the granite block and other stone remnants. The Texas property is located in Burnet County, Texas, near the city of Granite Shoals, is identified as the Cold Springs Granite Quarry, and had been dormant for more than two years prior to its acquisition. The Texas property is comprised of approximately 136 acres, 130,000 square feet of office, warehouse and mixed use space, along with mineral deposits consisting of granite block and other stone remnant. In July 2005, the Company pledged the Texas property as security in the Laurus loan transaction with a note face value of $39,338,463 as of September 30, 2007.

 

Subsequent Events:

 

By Bankruptcy Court Order entered on March 25, 2008, the Company 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 and received a residual interest of $250,000.

 

 

18
 

 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

As of September 30, 2007 and December 31, 2006 property, plant and equipment consisted of the following:

 

    2007   2006  
Land   $ 3,729,039   $ 3,174,999  
Cultivated land     777,250     775,092  
Building, improvements and equipment   $ 9,107,812   $ 9,249,540  
Total property, plant and equipment     13,614,101     13,199,631  
Less: accumulated depreciation     (1,029,326 )   (626,547 )
Property, vineyards, plant and equipment, net   $ 12,584,775   $ 12,573,084  

 

Depreciation expense for the nine months ended September 30, 2007 and 2006 was $402,779 and $208,555, respectively.

 

NOTE 7 – NOTES PAYABLE

 

Notes Payable in Default

 

Notes payable in default consists of the following at September 30, 2007:

 

    Principal     OID     Net  
Convertible note payable, secured, convertible into shares of common stock at any time prior to maturity, with a fixed interest rate of 7.5% per annum, and due in April 2006 and has not been paid as of September 31, 2007   $ 4,492,500     $ -     $ 4,492,500  
Notes payable - in default   $ 4,492,500     $ -     $ 4,492,500  

 

Notes payable in default OID accretion for the nine months ended September 30, 2007, were $846,154.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

 

Short-Term Notes Payable

 

As of September 30, 2007, short-term notes payable equals $11,859,757, compared to $1,353,181 as of September 30, 2006.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

 

Convertible Notes Payable issued with Stock Purchase Warrants

 

In March and April 2006 in a private placement to qualified buyers and accredited investors, the Company sold 10 Ѕ Note Units. Each Note Unit consisted of (a) a promissory note in the initial principal amount of $25,000, convertible into shares of common stock at a conversion price of $3.50 per share and (b) 7,143 detachable warrants for the purchase of an equivalent number of shares of the Company’s common stock, par value $0.001 per share, at an exercise price of $3.50 per share,

19
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Six-Month Periods Ended September 30, 2007 and 2006

 

exercisable immediately. Interest on the notes is payable in full at the maturity date of the notes in March 2009. Total funds received of $262,500 were allocated $140,163 to the warrants and $122,337 to the notes. The fair value of the warrants of $34,306 at the time of issuance was determined using the Black-Scholes option-pricing model, and was recorded as additional paid-in capital and a reduction in the carrying value of the notes. The discount on the notes is being accreted to interest expense over the term of the notes. On September 30, 2007, the unamortized discount on the notes was $86,228.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

Other Short-Term Note Payable

 

In May 2006, the company issued a promissory note payable to an individual for cash of $212,000. The note matures in August 2006 and has an interest rate of 6% per annum.  All principal and accrued interest was due at the time of maturity.

 

In January 2006, the Company issued a promissory note payable to an individual for cash of $200,000. The note had a maturity date in March 2006 and an interest rate of 6% per annum. Interest is now accruing at the default rate of 10% per annum. All principal and accrued interest was due at the time of maturity. The note and accrued interest remains unpaid at the date of this report.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

Convertible Notes Payable issued with Stock Purchase Warrants

 

In March 2006 in a private placement to qualified buyers and accredited investors, the Company sold two Note Units. Each Note Unit consisted of (a) a promissory note in the initial principal amount of $25,000, convertible into shares of common stock at a conversion price of $3.50 per share and (b) 7,143 detachable warrants for the purchase of an equivalent number of shares of the Company's common stock, par value $0.001 per share, at an exercise price of $3.50 per share, exercisable immediately. Interest on the notes is payable in full at the maturity date of the notes in March 2009. Total funds received of $50,000 were allocated $34,306 to the warrants and $15,694 to the notes. The fair value of the warrants of $34,306 at the time of issuance was determined using the Black-Scholes option-pricing model, and was recorded as additional paid-in capital and a reduction in the carrying value of the notes. The discount on the notes is being accreted to interest expense over the term of the notes. On September 30, 2007, the unamortized discount on the notes was $4,711.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007, there were no convertible notes payable issued with stock purchase warrants

 

20
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Note Payable Debtor-in-Possession

 

In June 2007, the Company established a $5,000,000 Debtor-in-Possession secured revolving note with Croesus Corporation. The note matures December 31, 2007 and has an interest rate of prime rate plus three percent (3%). Interest is payable on the maturity date.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007, there was no note payable debtor-in-possession.

 

 

 

Long-Term Debt

 

As of September 30, 2007, long-term notes payable equals $16,502,475, compared to $17,621,115 as of September 30, 2006.

 

Subsequent Event:

As of December 31, 2007, all notes payable were discharged; therefore as of December 31, there were no short-term notes payable.

 

Future maturities of long-term debt are as follows as of September 30, 2007:      
2007   $ 28,257  
2008     11,831,500  
2009     28,257  
2010     16,457,879  
2011 and thereafter     16,339  
    $ 28,362,232  

 

Gryphon Master Fund

 

In 2003, the Company entered into two convertible note agreements with Gryphon Master Fund (“Gryphon”). At their inception, these notes had a combined principal balance of $3,500,000. In April 2004, these two notes were combined and the principal balance was increased to a total of $5,500,000. This note bears interest at 7.5% and was due in April 2006. In September 2004, the Company issued a $700,000 short-term note to pay interest due and to prepay future interest on the Gryphon convertible note. This note was paid in July 2005. In addition, an officer and major shareholder was required to pledge his stock as an additional guarantee in September 2004. In July 2006, Gryphon formally filed a notice of default on the note. The Company is currently in discussions with Gryphon regarding the conversion of this debt into equity of the Company to the extent permitted by the terms of the note. Originally, the Company had pledged certain of its assets as collateral for this note. The collateral position held by Gryphon was subordinated to Laurus in July 2005.  

 

21
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

 

During 2003, the Company issued Gryphon and a placement agent the following warrants to purchase shares of its common stock:

 

    Number of Warrants    
    Gryphon   Placement Agent   Price
Initial note balance:            
$1,500,000     2,778     167   $ 360.00
$2,000,000     7,407     400   $ 105.00
Total issued in 2003     10,185     567      

 

During 2004, in connection with the additional loan of $2,000,000 from Gryphon, the Company reduced the exercise price of the warrants previously issued to Gryphon in 2003 to $105 per share, and issued Gryphon and a placement agent the following additional warrants to purchase shares of its common stock:

 

    Number of Warrants    
    Gryphon   Placement Agent   Price
Increase in note balance due to rewrite:            
$2,000,000     10,185     933   $ 105.00
      33,333     -   $ 1.50
Total issued in 2003     43,518     933      
Total issued     53,703     1,500      

 

The $1,500,000 and $2,000,000 notes that originated during 2003 were convertible into shares of the Company’s common stock at $270.00 per share. In April 2004, in connection with the increase in the note balance to $5,500,000, the conversion price was reduced to $105 per share. In March 2006, the Company reduced the conversion price of the Gryphon note and the exercise price of the $105.00 warrants issued to Gryphon to $3.50 per share. Upon conversion, the conversion right could result in the issuance of 1,428,571 shares of the Company’s common stock based on the $5,000,000 balance at the time of the reduction in the conversion price. The exercise price of the warrants issued to the placement agent was not reduced.

 

The holders of the notes and warrants have registration rights that require the Company to file a registration statement with the SEC to register for resale the common stock issuable upon conversion of the note or the exercise of the warrants. Because the ability to register the shares to be issued upon exercise and conversion is deemed to be outside the control of the Company, the initial fair value of the warrants and the initial fair value of the embedded conversion feature of the note were recorded as a financial instrument derivative liability and are marked-to-market at the end of each reporting period. As of August 14, 2007, that registration statement was not effective.

 

 

The Company estimated the fair value of the conversion feature and the warrants issued using the Black-Scholes valuation model with the following assumptions:

 

22
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Assumption   Feature     Warrants
Term   2 or 3 years     5 years
Risk free interest rate     7.5% 1     3.42%-4.71%
Volatility     86.6%-189.6%       134.2%-164.5%
Dividend yield     -       -

 

The initial estimated fair values of the conversion features and the warrants were:

 

Financial Instrument Derivative   Fair Value  
Conversion feature:      
$1,500,000 (October 2003)   $ 2,574,500  
$2,000,000 (December 2003)     2,000,222  
$5,500,000 (April 2004)     3,656,583  
 Warrants:        
Issued with $1,500,000 note (October 2003)     1,437,317  
Issued with $2,000,000 note (December 2003)     2,317,980  
Issued with $5,500,000 note (April 2004)     13,756,349  

 

 

Subsequent Event:

 

As of December 31, 2007, this note, financial instrument derivatives and all accumulated interest was discharged by the United States Bankruptcy Court and therefore the year-end balance of the note is $0.

 

The discharge was pursuant to the Viansa Plan as approved by the Bankruptcy Court and confirmed on December 21st, 2007. The Order Confirming the Viansa Plan (docket 725) stated that all debt was extinguished. Gryphon received an interest in the Texas Property of $750,000 to be paid as soon as the Texas Property is sold.

 

 

 

 

23
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

360 Global Investments and Subsidiaries

 

The financial instrument derivative liability related to both the conversion feature and the warrants are adjusted to their fair value at the end of each period. The balance at each period-end and the related gain (loss) during the period are as follows:

 

Year Ended: Financial Instrument Liability   Period Balance     Gain (Loss)  
        December 31, 2003 Conversion Feature   $ 3,466,499     $ 1,108,223  
        December 31, 2003 Warrants     3,165,194       590,103  
        Balance, December 31, 2003     $ 6,631,693     $ 1,698,326  
                   
        December 31, 2004 Conversion Feature   $ 1,590,000     $ 5,533,083  
        December 31, 2004 Warrants     2,611,842       14,309,702  
        Balance, December 31, 2004     $ 4,201,842     $ 19,842,785  
                   
        December 31, 2005 Conversion Feature   $ 4,000     $ 1,586,000  
        December 31, 2005 Warrants     163,283       2,448,559  
        Balance, December 31, 2005     $ 167,283     $ 4,034,559  
                   
Subsequent Quarters Ended:                  
        March 31, 2006 Conversion Feature   $ 5,742,857     $ (5,738,857 )
        March 31, 2006 Warrants     337,586       (174,303 )
        Balance, March 31, 2006     $ 6,080,443     $ (5,913,160 )
                   
        June 30, 2006 Conversion Feature   $ 2,142,857     $ 3,600,000  
        June 30, 2006 Warrants     218,832       118,754  
         Balance, June 30, 2006     $ 2,361,689     $ 3,718,754  
24
 

 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

         September 30, 2006 Conversion Feature   $ -     $ 2,142,857  
         September 30, 2006 Warrants     149,622       69,209  
         Balance, September 30, 2006     $ 149,622     $ 2,212,066  

 

        December 31, 2006 Conversion Feature   $ -     $ 2,142,857  
        December 31, 2006 Warrants     149,622       69,209  
Balance December 31, 2006     $ 149,622     $ 2,212,066  
                   
        March 31, 2007 Conversion Feature   $ -     $ -  
        March 31, 2007 Warrants      -       -  
        Balance March 31, 2007     $ -     $ -  
                   
        September 30, 2007 Conversion Feature   $ -     $ -  
        September 30, 2007 Warrants      -       -  
Balance September 30, 2007     $ -     $ -  
                   
September 30, 2007 Conversion Feature   $ -     $ -  
September 30, 2007 Warrants   $ -     $ -  
Balance September 30, 2007     $ -     $ -  

 

 

The fair values of the conversion feature and of the warrants resulted in the recording of a discount on the convertible debt and the creation of financial instrument derivatives. The original issue discounts (OID) on the notes are accreted to interest expense, using the effective interest method, over the initial term of the notes. In certain instances, the excess of the fair values of the conversion feature and of the warrants over the proceeds from the issuance of the notes was recorded as interest expense upon origination during the two years as follows:

 

Note Expense   OID at Issuance   Additional Interest
$1,500,000 (2003)     1,500,000     2,511,817
$2,000,000 (2003)     2,000,000     2,318,202
$5,500,000 (2004)     5,500,000     11,912,932

 

 

The original issue discount offsets the face value of the note and is accreted evenly over the life of the note. The OID balance at each period-end and the related expense during the period are as follows:

25
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

  OID Accreted Interest
  Principal Balance     OID          
Period Ended of Note     Balance   Expense
December 31, 2003 $   3,500,000     $   3,379,121   $   120,879  
December 31, 2004     5,500,000         3,596,154       5,282,967 3
December 31, 2005     5,500,000 4       8,461,554       2,750,000  
March 31, 2006     5,000,000         158,654       687,500  
June 30, 2006     5,000,000         -       158,654  
September 30, 2006     4,492,500         -       -  
December 31, 2006     4,492,500         -       -  
March 31, 2007     4,492,500         -       -  
June 30, 2007     4,492,500         -       -  
September 30, 2007     4,492,500         -       -  

 

 

3   Includes full accretion of the prior notes of $1.5 and $2.0 million upon the issuance of the $5.5 million note
4   The Company made a principal payment of $500,000

 

In connection with the Laurus notes entered into in July 2005, Gryphon subordinated its collateral position to Laurus and the Company reduced the conversion price of the Gryphon debt and the exercise price of the warrants. Also in connection with the Laurus notes, the Company made a $500,000 principal payment on the Gryphon note.

 

As part of the subordination to Laurus, the Company's Chief Executive Officer, at that time, transferred 20,000 of his personally-held shares of the Company's common stock to Gryphon. The fair value of these shares was $720,000 and was recorded as interest expense and additional paid in capital.

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

 

Laurus Master Fund, Ltd.

 

In July 2005, the Company entered into a $34,500,000 convertible note agreement and a $3,000,000 revolving note agreement with Laurus Master Fund, Ltd. (“Laurus”). Both notes bear interest at the higher of 8% or prime plus 2%, have a three year term and were originally convertible into shares of the Company's common stock at $37.50 per share. The Company did not draw on the revolving note until February 2006. In March 2006, in connection with the drastic decrease in the Company's stock price, the conversion price of the convertible note was reduced to $3.50 per share which upon conversion could result in the issuance of 9,857,143 shares of the Company's common stock. The conversion price of the revolving note was also reduced to $3.50 per share. Upon conversion the maximum loan balance would result in the issuance of 857,143 shares. Also in March 2006, the amount available for borrowing on the revolving note was increased to $4,500,000, induced by the issuance of 650,000 warrants to purchase common stock at $3.50 per share. Laurus converted $210,000 of the principal of the note during the quarter ended September 30, 2006, into 60,000 shares at a conversion price of $3.50.

 

26
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The note provides for monthly payments based on daily interest rates and a structured schedule of principal repayment. The average monthly payment for the year ended December 31, 2005 on the $34,500,000 note was $314,316. The securities underlying the notes are subject to a registration rights agreement that requires the Company to file a registration statement and have it declared effective. As of August 14, 2007, that registration statement was not effective. The registration rights agreement provides for liquidated damages for the failure of the registration statement to become effective. The effect of non-compliance with the terms of the registration rights agreement results in a charge of liquidated damages of 2% of the outstanding balance of the notes per month.

 

The effective interest rate of the note at September 30, 2006 and December 31, 2005 was 31.3% and 60.5%. The line of credit portion of the Laurus loan agreement was first utilized in February 2006.

 

The Company has accrued $1,334,381 of additional interest expense due to the lack of registration rights as of December 31, 2005. As of December 31, 2005, the Company has made interest payments totaling $1,025,633. The Company has pledged substantially all of its assets as collateral on these notes.

 

As part of the original note agreements, the Company issued to Laurus 27,956 shares of the Company's common stock and warrants to purchase 166,667 shares of the Company's common stock with an exercise price of $46.50 per share and warrants to purchase 109,950 shares of the Company's common stock exercisable at $0.015 per share. The fair value of the Company's common shares issued in the transaction was $1,048,332, which was based on the fair value of the shares, $37.50 per share, on the date of issuance.

 

Note   Number of Warrants   Exercise Price
$34,500,000     166,667   $ 46.50
$1,500,000 increase     109,950   $ 0.02
      650,000   $ 3.50
Total warrants issued     926,617      

 

 

The exercise price of the 166,667 warrants was reduced to $3.50 in March 2006 in connection with the note conversion price reduction.

 

The holder of the note and warrants has registration rights that require the Company to file a registration statement with the SEC to register for resale the common stock issuable upon conversion of the note or the exercise of the warrants. Because the ability to register the shares to be issued upon exercise and conversion is deemed to be outside the control of the Company, the initial fair value of the warrants and the initial fair value of the embedded conversion feature of the note were recorded as a financial instrument derivative liability and are marked-to-market at the end of each reporting period.

 

The Company estimated the fair value of the conversion feature and the warrants issued using the Black-Scholes valuation model with the following assumptions:

 

27
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Assumption   Conversion Feature   Warrants
Term     3 years     5 years
Risk free rate     8.25% - 9.75% 1   4.13% - 4.78%
Volatility     160.3% - 181.7%     161.1% - 168.4%
Dividend yield     -     -

 

 1 Interest rate is the stated rate of the note

 

The initial estimated fair values of the conversion feature, warrants and the common shares issued as an inducement were:

 

Financial Instrument Derivative   Fair Value  
Conversion feature:      
$34,500,000 note (July 2005)   $ 34,237,800  
$3,000,000 line of credit (upon borrowing Feb 2006)     318,563  
$1,500,000 line of credit increase (upon borrowing March 2006)     2,172,748   2
$300,437 borrowing on the line of credit (April 2006)     562,037  
$42,210 borrowing on the line of credit (May 2006)     56,047  
$207,799 borrowing on the line of credit (June 2006)     306,502  
Warrants:        
Issued with $34,500,000 note (July 2005)     11,531,157  
Issued with $1,500,000 line of credit increase (March 2006)     4,871,652  
Common shares issued as inducement:        
Issued with $34,500,000 note (July 2005)     1,048,332  

 

 

2The Company initially borrowed an additional $1,173,532.

 

The financial instrument derivative liability related to both the conversion feature and the warrants are adjusted to their fair value at the end of each period. The balance at each period-end and the related gain (loss) during each period are as follows:

 

28
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Instrument              
Year Ended: Financial   Period Liability   Balance     Gain (Loss)  
December 31, 2005 Conversion Feature   $ 1,973,400     $ 32,264,400  
December 31, 2005 Warrants     967,796       10,563,361  
Balance, December 31, 2005     $ 2,941,196     $ 42,827,761  
                   
Subsequent Quarters Ended:                  
March 31, 2006 Conversion Feature   $ 71,664,765     $ (67,200,054 )
March 31, 2006 Warrants     6,877,198       (1,037,751 )
Balance, March 31, 2006     $ 78,541,963     $ (68,237,805 )
                   
June 30, 2006 Conversion Feature   $ 47,186,277     $ 25,393,587  
June 30, 2006 Warrants     4,348,397       2,528,802  
Balance, June 30, 2006     $ 51,534,674     $ 27,922,389  
                   
September 30, 2006 Conversion Feature   $ 31,478,599     $ 15,707,678  
September 30, 2006 Warrants     3,186,336       1,162,061  
Balance, September 30, 2006     $ 34,664,935     $ 16,869,739  
                   
December 31, 2006 Conversion Feature   $ 31,478,599     $ -  
December 31, 2006 Warrants     3,186,336       -  
Balance, December 31, 2006     $ 34,664,935     $ -  
                   
March 31, 2007 Conversion Feature   $ -     $ -  
March 31, 2007 Warrants     -       -  
Balance, March 31, 2007       -       -  
                   
June 30, 2007 Conversion Feature   $ -     $ -  
June 30, 2007 Warrants     -       -  
Balance, June 30, 2007     $ -     $ -  
                   
September 30, 2007     $ -     $ -  
September 30, 2007 Conversion Feature                
Balance, September 30, 2007 Warrants   $ -     $ -  

 

 

29
 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

Period End Instrument   Liability   Balance     Gain  
June 30, 2006 Conversion feature     47,186,277       25,393,587  
  Warrants     4,348,397       2,528,802  
Balance, June 30, 2007       51,534,674       27,922,389  

 

The fair value of the warrants and of the conversion feature resulted in the recording of a discount on the convertible debt. The OID on the notes are accreted to interest expense, using the effective interest method, over the initial term of the notes. The excess of the fair values of the warrants, common shares issued and the conversion feature over the proceeds from the issuance of the notes was recorded as interest expense upon origination as follows:

 

    OID at     Additional  
Note Expense   Issuance     Interest  
$34,500,000 convertible note     34,500,000       11,310,930  
$3,000,000 LOC     318,563       -  
$1,500,000 LOC increase     1,173,532       999,216  
Increased borrowing on LOC     300,437       261,600  
Increased borrowing on LOC     42,210       13,837  
Increased borrowing on LOC     207,799       98,702  

 

 

The original issue discount offsets the face value of the note and is accreted evenly over the life of the note. The OID balance at each year-end and the related expense during the period are as follows:

 

30
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

    OID Accreted Interest        
    Principal Balance              
Period End   of Note     OID Balance     Expense  
Balance, December 31, 2005   $ 34,500,000     $ 28,939,560     $ 5,560,440  
Subsequent to the balance sheet date:                        
March 31, 2006   $ 34,500,000     $ 26,064,560     $ 2,875,000  
      4,165,494       1,470,226       21,869  
Balance March 31, 2006   $ 38,665,494     $ 27,534,786     $ 2,896,869  
                         
June 30, 2006   $ 34,500,000     $ 23,189,560     $ 2,875,000  
      4,308,452       1,440,682       579,990  
Balance, June 30, 2006   $ 38,808,452     $ 24,630,242     $ 3,454,990  
                         
September 30, 2006   $ 34,290,000     $ 20,297,060     $ 2,892,500  
      4,314,158       1,245,621       195,061  
Balance, September 30, 2006   $ 38,604,158     $ 21,542,681     $ 3,087,561  
                         
Balance, December 31, 2006   $ 38,604,158     $ 18,424,071     $ 10,515,489  
                         
Balance, March 31, 2007   $ 38,604,158     $ -     $ -  
                         
Balance, June 30, 2007   $ 38,604,158     $ -     $ -  
                         
Balance, September 30, 2007   $ 38,604,158     $ -     $ -  

 

Subsequent Event:

As of December 31, 2007, all notes payable and financial instrument derivatives were discharged; therefore as of December 31, 2007 there were no notes payable in default.

 

 Wynthrop Barrington

 

In June 2005, the Company entered into a convertible note agreement with Wynthrop Barrington, Inc. (“Wynthrop”). This note had a principal balance of $10,000,000, bears interest at 7.0%, and is due in June 2008. This note is unsecured. The note was originally convertible into shares of the Company's common stock at $49.50 per share. In March 2006, the Company reduced the conversion price of the Wynthrop note to $3.50 per share which upon conversion at that time could have resulted in the issuance of up to 2,857,143 shares of the Company's common stock. Later in March 2006 Wynthrop converted $9,000,000 of their note resulting in the issuance of 2,571,429 share of common stock. In March 2007, Wynthrop converted the remaining $1,000,000 note to 380,000 shares of common stock at a contracted price of $3.50 and included accrued interest of $330,000.

 

31
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Subsequent Event:

As of December 31, 2007, the principal balance of the Winthrop-Barrington note was $1,000,000. As of December 31, 2007, this note is discharged by the United States Bankruptcy Court and therefore, the balance as of December 31, 2007 will be $0.

 

 

NOTE 8 – EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.001 per share. As of September 30, 2007, there were 8,619,389 shares outstanding.

 

Common Stock Activity

 

Shares Issued for Cash

 

During the quarter ended March 31, 2006, the Company issued 71,429 shares of its common stock to an individual for cash of $250,000.

 

Shares Issued to Employees and Board of Directors Members as Compensation

 

In March 2006, the Company issued 75,000 shares of its common stock as compensation to two employees with a value of $562,500 based on the fair value of the stock on the date of issuance.

 

In March 2006, the Company issued 1,569,120 shares of its common stock to two Board of Director members for past services with a total value of $11,769,750 based on the fair value of the stock at the date of issuance.

 

In December 2006, the Company issued 31,530 shares of its common stock as compensation to eighteen employees with a value of $109,725 based on the fair value of the stock on the date of issuance

.

During the quarter ended March 31, 2007 the Company issued 40,000 shares valued at $140,000 as compensation and severance to current and former employees.

 

Shares Issued to Consultants for Services

In March 2006, the Company issued 696,133 shares of its common stock to thirteen entities or individuals for past and future consulting services with a value of $4,306,010 based upon the fair value of the stock at the date of issuance.

 

In March 2006, the Company issued 603,438 shares of its common stock to five entities or individuals for future advertising services with a value of $4,525,785 based upon the fair value of the stock at the date of issuance.

 

In the quarter ended September 30, 2006, the Company issued 376,843 shares of its common stock to eight entities or individuals for past consulting services with a value of $1,244,776 based upon the fair value of the stock at the date of issuance.

 

In the quarter ended June 30, 2006, the Company issued 7,500 shares of its common stock to one individual and one entity for past consulting services with a value of $40,250 based upon the fair value of the stock at the date of issuance.

 

In the quarter ended December 31, 2006, the Company issued 171,629 shares of its common stock to nine entities or individual for past consulting services with a value of $600,701 based upon the fair value of the stock at the date of issuance.

 

Shares Issued in Conjunction with Debt Instruments

 

In March 2006, the Company issued 2,571,429 shares of its common stock in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $9,000,000.

 

In March 2006, the Company issued 121,811 shares of its common stock in satisfaction of accrued interest and principal on multiple notes payable to an individual at the price of $3.50 per share amounting to $426,339.

 

In March 2006, the Company issued 250,000 shares of its common stock in satisfaction of penalty charges on a convertible note payable with a value of $1,875,000 based on the fair value of the stock on the date of issuance.

 

In July 2006, the Company issued 7,500 shares of its common stock as payment of interest to a note payable holder. The shares had a value of $26,250 based upon the fair value of the stock at the date of issuance.

 

In August 2006, the Company issued 44,447 shares of its common stock as repayment of a note payable to an individual with a value of $125,000 and accrued interest with a value of $30,250 based upon the based upon the fair value of the stock at the date of issuance.

 

During the quarter ended September 30, 2006, the Company issued 60,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $210,000.

 

During the quarter ended September 30, 2006, the Company issued 359,545 shares of its common stock to Laurus in partial settlement of accrued interest amounting to $383,047.

 

During the quarter ended September 30, 2006, the Company issued 145,000 shares of its common stock to Gryphon in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $507,500.

 

During the quarter ended September 30, 2006, the Company issued 13,333 shares of its common stock to Longview in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $46,666.

 

In December 2006, the Company issued 44,447 shares of its common stock as compensation to one investor as repayment of a short term loan with a value of $155,562 based on the fair value of the stock on the date of issuance.

 

During the quarter ended December 31, 2006, the Company issued 205,000 shares of its common stock to Gryphon in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $717,500.

 

During the quarter ended December 31, 2006, the Company issued 15,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $52,500.

 

During the quarter ended December 31, 2006, the Company issued 27,419 shares of its common stock to Longview funds in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $95,966.

 

During the quarter ended December 31, 2006, the Company issued 380,000 shares of its common stock to five investors in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $1,330,000.

 

During the quarter ended March 31, 2007, the Company issued 72,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $252,000.

 

During the quarter ended March 31, 2007, the Company issued 14,286 shares of its common stock to Longview Funds in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $50,001.

 

During the quarter ended March 31, 2007, the Company issued 9,000 shares of its common stock valued at $31,500 based on the fair market value of the stock at the date of issuance as compensation to eleven investors for an interest payment on short term loans.

  

Shares Issued In Conjunction with a Minimum Share Guarantee

 

In March 2006, the Company issued 49,767 shares of its common stock to meet the minimum shares guarantee resulting from the Company’s reverse common stock split that occurred in February 2006 (Note 3). These shares are valued at $50 or $0.001 (par value).

 

In the quarter ended June 30, 2006, the Company issued 461 shares of its common stock to meet the minimum shares guarantee resulting from the Company’s reverse common stock split that occurred in February 2006 (Note 3). These shares are valued at $0.001 (par value).

 

As of September 30, 2007 and December 31, 2006 there were 8,619,389 and 8,484,103, respectfully, issued and outstanding.

 

Subsequent to year end as discussed in Note 14 pursuant to the Company’s bankruptcy all common stock outstanding was cancelled and 5,000,000 shares of new common stock was issued.

 

Shares Issued in Conjunction with the Exercise of Warrants

 

During the quarter ended September 30, 2006, the Company issued 181,724 to an entity and an individual for the exercise of warrants outstanding. Both of the transactions were cashless exercises and the shares were recorded at $.001(par value).

 

Warrant Activity

 

During the year ended December 31, 2006 , the BOD approved the issuance of warrants to purchase 900,002 shares of the Company’s common stock. These warrants are exercisable at $3.50 per share, at any time until they expire which will be at periods ranging from March 2009 through March 2021.

 

During the year ended December 31, 2006, two warrant holders exercised their warrants, resulting in the issuance of 181,724 shares of the Company’s common stock. The warrants were exercised in cashless exercises, and the share issuances were valued at par value.

 

During the year ended December 31, 2006, 667 warrants to purchase the Company’s common stock expired.

 

Summary of Outstanding Warrants

 

For the nine-month period ending September 30, 2007, there were no warrants granted. The total number of issued and outstanding warrants from prior years at September 30, 2007 was 1,084,779. Exercise of any such warrants was stayed by the Chapter 11 filing, all equity security interests were subsequently cancelled (see note 14).

 

 Subsequent Event:

All equity security interests were subsequently cancelled (see Note 14 regarding Financial Instruments and Equity Security).

 

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

Future minimum lease payments (excluding the effect of future increases in payments based on indices which cannot be estimated at the present time) required under non-cancelable operating leases with terms in excess of one year are as follows:

 

2007   $ 536,897  
2008     332,576  
2009     171,293  
2010 and thereafter     79,816  
    $ 1,120,582  

 

Management's Plan

 

As of September 30, 2006, the Company's working capital has been primarily financed by the issuance of various forms of debt, convertible debt and its common stock. The Company has suffered significant operating losses since its inception in its efforts to establish and execute its business strategy. The Company anticipates that it will continue to require additional working capital to fund its ongoing operations, repay certain debts in default, and execute its business strategy. In the event that the Company is unable to raise the required funds to sustain its ongoing operations and repay those debt instruments that are in default or are coming due in the near future it would raise substantial doubt about the Company's ability to continue as a going concern.

 

32
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The Company is working with its investment bankers and attorneys to draft and implement a plan of reorganization to emerge from Chapter 11 bankruptcy.

 

Subsequent Events:

On December 12, 2008, 360 the Global Plan was confirmed by the Bankruptcy Court for the District of Nevada and can be found as Exhibit 34.1 to this document.

 

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:

 

10Q for the 3rd quarter of 2007 

10K annual report and audit for the year ended December 31st 2007

10Q for the 1st quarter of 2008

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31st 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

10K annual report and audit for the year ended December 31st 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31st 2011

10Q for the 1st quarter of 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

33
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

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. 

 

Litigation and Disputes

 

The Company is involved in various lawsuits, claims, and proceedings which arose in the ordinary course of business. In accordance with SFAS No. 5, 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.

 

On March 7, 2007, the 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 (described below) stayed.

 

Subsequent Event:

As of December 31st 2007, all lawsuits and liabilities were stayed and subsequently 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.

 

As of the September 30, 2007, to the best of management’s knowledge and belief, the Company faces legal action, either actual or potential, as follows:

 

Andy Warhol Foundation Suit

 

In September, 2003, the Company entered into a license agreement with the Andy Warhol Foundation for the Visual Arts (the “Foundation”) to market an international collection of wines. The Company planned to launch an “artist series” of wines during the second half of 2006 using some of the artwork and quotations created by Mr. Warhol on some of the Company's wine products. Under the agreement, the Company was granted a non-exclusive license to use Andy Warhol's artwork

34
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

throughout North America, in connection with the Company's wine products. Specifically, the Company was entitled to use artwork and quotations created by Andy Warhol on the Company's wine labels. Pursuant to the terms of the agreement, the Company was obligated to pay four percent (4%) of all net sales of the wine, containing Andy Warhol's artwork or quotes that the Company sold to the Andy Warhol Foundation. The Company was also required, under the agreement, to pay minimum royalty fees to the Andy Warhol Foundation as follows: $40,000 on December 31, 2003 (which was paid); $45,000 on December 15, 2004 (which was paid); $135,000 on December 15, 2005; and $180,000 on December 15, 2006. The Company terminated this agreement in October, 2005, prior to the launch of any Company product containing artwork or quotations created by Mr. Warhol.

 

On March 7, 2006, the Foundation filed suit against the Company in U.S. District Court, Southern District of New York, for monies allegedly owed under the original contract. The suit is entitled “The Andy Warhol Foundation for the Visual Arts v. 360 Global Wine Co., f/k/a Knightsbridge Fine Wines, Inc.,” and has been assigned case number 06 CV 1796. The Company has answered the complaint denying all allegations by the plaintiff and filed counter claims for breach of contract and breach of covenant of good faith and fair dealing. On August 9, 2006, the parties took part in a court-administered mediation conference, and subsequently agreed in principle to settle the case. In September 2006, the Company and the Foundation entered into a settlement agreement and release. Accordingly, the suit has been dismissed. Under the settlement, the Company agreed to pay to the Foundation $170,000 in four equal installments (September 6, 2006, December 6, 2006, March 6, 2007 and June 6, 2007). Prior to its bankruptcy filing, the Company has made two payments of the settlement. No payments have been made since the bankruptcy filing in accordance with applicable bankruptcy laws.

 

 

Wall Street Communications Suit

 

Wall Street Communications Group Inc. alleges that, pursuant to a Finder's Fee and Non-Circumvention Agreement with Wall Street Communications Group Inc., the Company had agreed to pay Wall Street Communications Group Inc. a finder's fee consisting of cash and stock options in connection with their introduction of Laurus Master Fund, Ltd. to the Company in connection with the Company's financing needs in 2005. Wall Street Communications Group Inc. further alleges that thereafter, the Company refused to pay, or publicly disclose in its press releases or SEC filings, the agreed upon finder's fee. Wall Street Communications Group Inc. filed suit against the Company in state District Court in Boulder County, Colorado.

 

The court issued a default judgment against the Company on December 16, 2005 ordering the Company to pay to Wall Street Communications Group Inc. a lump sum payment of $1.425 million, plus 4.0% of each and every past and future disbursement to the Company under its $3.0 million Revolving Note with Laurus Master Fund, Ltd. The court also ordered the Company to issue to Wall Street Communications Group Inc., under the Finder's Fee and Non-Circumvention Agreement, a five-year option to purchase 1,250,000 shares of the Company's common stock at $.31 per share, a second option to purchase 824,621 shares of the Company's common stock at $.001 per share and 209,666 shares of restricted common stock on the same terms offered Laurus Master Fund, Ltd.

 

On June 9, 2006, the court granted the Company's motion to set aside the default judgment on the grounds that the Company was not properly served and did not receive notice of Wall Street's action against it. The Company has denied Wall Street Communication's claims that it was involved with the Company's financing of the Viansa acquisition and intends to defend against these claims vigorously. Discovery in the case has just begun, and no trial date has been set. The litigation has been stayed in light of the pending bankruptcy proceeding.

 

35
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Jon Sebastiani Matter

 

In September, 2005, Mr. Joel Shapiro replaced Mr. Jon Sebastiani as President of the Company. The Company is currently in negotiations with Mr. Sebastiani to resolve any outstanding financial issues related to his former employment with the Company and management does not believe that this will have a material adverse impact on the Company.

 

Longview Fund Suit

 

On October 12, 2005, the Company was served with a Summons and a Notice of Motion in Lieu of Complaint, titled Longview Fund, LP, Longview Equity Fund, LP and Longview International Equity Fund, LP, Plaintiffs vs. 360 Global Investments, Inc., f/k/a Knightsbridge Fine Wines, Inc., Defendant, Supreme Court of the State of New York, County of New York, index no. 05603607. The plaintiffs requested that the court grant their Order for Summary Judgment on behalf of Longview Funds, LP in the amount of $280,345, Longview Equity Fund, LP in the amount of $224,276, and Longview International Equity Fund, LP in the amount of $56,069, with interest at the rate of 18% per annum from October 10, 2005, plus attorneys' fees, costs and distributions in the action, and such other, further and different relief as the court deems just and proper. The Order for Summary Judgment was granted by the court in December 2005. The Company reached a settlement agreement with the plaintiffs, which: (1) recognized the principal amounts due to the plaintiffs, (2) required an initial payment of $150,000 on January 22, 2006 which is comprised of $125,000 in principal reductions and $25,000 in legal fees (this has been paid), (3) allowed for the inclusion of 10% simple interest, and (4) required a monthly payment of $100,000 until such time as the debt is satisfied. Commencing in September, 2006, Longview and the Company informally modified the settlement agreement to reduce the monthly payments to $50,000, which were payable either in cash or by the conversion of the underlying debt into shares of the Company's common stock at market price. As of the date of the Company's bankruptcy filing, no further payments have been made.  

 

 

Shane Suit

 

On March 18, 2005, Mr. Patrick Shane filed a lawsuit against the Company in U.S. District Court, Southern District of New York. The suit is titled Patrick Shane v. 360 Global Investments, f/k/a Knightsbridge Fine Wines, Inc., Joel Shapiro, Michael L. Jeub, Philip E. Pearce and Larry Kirkland, and has been assigned case number 05 CV 2953. Mr. Shane alleges that the defendants wrongfully cancelled restricted shares of Knightsbridge Fine Wines, Inc. allegedly belonging to Mr. Shane. The suit asserts claims for breach of contract, conversion, and breach of fiduciary duty and seeks monetary damages in the amount of $1,416,000, unspecified punitive damages, interest from July 16, 2004, and costs and attorneys' fees.

 

The case is currently in the discovery phase and management does not believe that the ultimate outcome of this suit will have a material adverse impact on the Company and intends to defend against these claims vigorously. The trial date scheduled for November 6, 2006 was adjourned indefinitely. On November 15, 2006, Mr. Shane moved for partial Summary Judgment with respect to his breach of contract claim. Notwithstanding the foregoing, the litigation has been stayed in light of the pending bankruptcy case.

 

36
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Kirkland Knightsbridge LLC Matter

 

On February 10, 2005, Larry Kirkland, purportedly on behalf of KKLLC, filed a corrective statement with the California Secretary of State alleging that the financing statement filed by Gryphon Master Fund in connection with its April 2004 financing of 360 Global Investments was wrongfully filed and that no financing statement was agreed to by KKLLC.

 

The Company has taken the position that the financing statement was properly authorized by KKLLC, and believes further that Mr. Kirkland had no authority pursuant to the operating agreement of KKLLC to file the corrective statement. Accordingly, the Company was cooperating with Gryphon in a lawsuit filed in the U.S. District Court for the Northern District of Texas, Dallas Division, by Gryphon seeking a declaration that a valid and enforceable security agreement exists between Gryphon and KKLLC and that KKLLC had no authority to file the corrective statement with the California Secretary of State.

 

On September 19, 2006, in the Superior Court of California, County of Napa, a complaint was filed, styled, Larry Kirkland, Kirkland Ranch, LLC , a California Limited Liability Company, Plaintiffs, v. 360 Global Wines, Inc., a Nevada Corporation formerly known as Knightsbridge Fine Wines, Inc., a Nevada Corporation, and Does 1 through 50, Defendants , Case No. 26-35015. As of the date of this Quarterly Report on Form 10-QSB, none of the named defendants has been served. Plaintiff alleged causes of action against the Company for Breach of Contract; Specific Performance; Breach of Covenant, Good Faith, and Fair Dealing; and Intentional Misrepresentation, and against Mr. Shapiro for Breach of Covenant, Good Faith, and Fair Dealing; and Intentional Misrepresentation. The litigation is stayed by the bankruptcy filing.

 

In connection with its bankruptcy filing in the Northern district of California, KKLLC filed a complaint, styled, Kirkland Knightsbridge, LLC, a California limited liability company, Plaintiff, v. 360 Global Investments, f/k/a Knightsbridge Fine Wines, Inc., a Nevada corporation , Case No. 06-10628, in which plaintiff alleged claims for relief for a compulsory turnover of certain property to the bankruptcy estate and for declaratory relief related to Company's ownership of membership interests in KKLLC. The Company did not oppose the relief requested and a judgment was entered terminating the Company's membership interest in KKLLC.  

 

KKLLC also filed a claim against the Company and against the Company's wholly-owned subsidiary, 360 Viansa, LLC, a Nevada limited liability company, alleging claims for relief for breach of contract; common counts; and judicial foreclosure of alleged lien on personal property. Although a trial was scheduled, the litigation was stayed in light of the Company's bankruptcy filing.

 

Kirkland Knightsbridge LLC Matter Settlement:

The Company and KKLLC have devoted substantial time and effort in order to effectuate an amicable resolution of the pending disputes for the benefit of all parties. Among the considerations for the Debtors was the need for Viansa to recover its wine inventory. Based on the parties’ negotiations, a settlement was reached, which was subject to approval by the Bankruptcy Court in the Global Entities’ bankruptcy cases. The material terms of the settlement are as follows:

a. The Global Entities, or any of them, shall pay to KKLLC the sum of $475,000;

b. KKLLC shall release Viansa’s entire wine inventory in its possession;

c. KKLLC shall have one (1) general unsecured claim in the Company’s bankruptcy case in the amount of $10,000,000 (the “Allowed Global Claim”) and no other claims of any kind, whether secured, administrative, priority, unsecured or otherwise.

37
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The sum of $5,000,000 of the Allowed Global Claim shall be allowed and treated in pari pasu with the claims of other non-insider general unsecured creditors of the Company. The balance of the Allowed Global Claim, in the sum of $5,000,000 (the “Global Subordinated Claim”), may be subordinated, at the sole and unfettered discretion of the Company, to the claims of all non-insider general unsecured creditors. The balance of any claims asserted by KKLLC in the Company’s bankruptcy case shall be deemed withdrawn with prejudice and of no force or effect.

d. KKLLC shall have one (1) general unsecured claim in Viansa’s bankruptcy case in the amount of $190,000 (the “Allowed Viansa Claim”) and no other claims of any kind, whether secured, administrative, priority, unsecured or otherwise.

e. The parties will dismiss all other litigation and claims pending between them.

 

Costin Suit

 

On August 16, 2006, Consuelo Costin filed a lawsuit against the company, styled, Consuelo Costin, Plaintiff vs. Knightsbridge Fine Wines, Inc., a Nevada corporation number C13452-2000; Knightsbridge Fine Wines, Inc., a Nevada corporation number C24980-2002; 360 Global Investments, Inc.; 360 Global Investments, Inc., a Nevada corporation; Joel Shapiro, an individual, and Does 1-50, inclusive, Defendants,   Superior Court of the State of California for the County of Los Angeles, Case No. BC357113. Plaintiff alleges causes of action against the corporate defendants for breach of contract, misappropriation of name and identity, and violation of California Civil Code Section 3344, and against Mr. Shapiro for intentional interference with contractual relations. The defendants have filed an answer in this matter (in which they denied the allegations in the complaint) and have filed a counter-claim against plaintiff for breach of contract, fraud, negligent misrepresentation, unfair business practices, and rescission. The plaintiff's allegations relate to an alleged contract between plaintiff and certain corporate defendants in which plaintiff allegedly granted a license to a trademark that defendants thereafter understood could not have been so granted by plaintiff. Defendants believe that plaintiff's case is wholly without merit and intend to defend against her claims vigorously. The action taken against the corporate defendants has been stayed by the bankruptcy filings.

 

Except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

For the three and nine month periods ended September 2007, there were no related party transactions.

 

 

38
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

NOTE 11 – INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes . Under SFAS No.109, 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 12 – 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 March 31, 2008 and December 31, 2007, 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.

 

39
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

NOTE 13 – 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 14 – SUBSEQUENT EVENTS

 

360 Viansa's Disclosure Statement and Plan of Reorganization.

 

On October 29, 2007, 360 Viansa’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Viansa Plan can be found as Exhibit 33.1 to this document.

 

360 Global’s Disclosure Statement and Plan of Reorganization.

 

On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Global Plan can be found as Exhibit 34.1 to this document.

 

Financial Instruments and Equity Security.

 

Per section II.A.1.41of the confirmed Order confirming the Global Plan, Equity Security Interest is described as "an "equity security" as defined in § 101(1 6) of the Bankruptcy Code, including any and all shares, warrants, options, or similar security.

 

Pursuant to the Order Confirming the Global Plan, ordered by the Honorable Judge Gregg W. Zive on December 22, 2008:

 

"As of the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an interest or other right of an Equity Security Holder that is impaired pursuant to the terms of this Global Plan are permanently enjoined from taking any of the following actions against Global, the Global Estate, the Committee, the Global Trust or their property on account of any such discharged Claims, debts or liabilities or terminated interests or rights: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to Global and (v) commencing or continuing any action in any manner, in any place that does not comply with or is inconsistent with the provisions of the Global Plan."

 

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. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be issued pursuant to the confirmed Global Plan 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.

 

 

40
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Common Stock.

 

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

 

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be 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.

 

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.

 

41
 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

ITEM 2: MANAGEMENT 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 “Petition Date”), we filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (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 above) 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.

 

The Company operates a winery and is a marketer of premium wine brands. The Company markets premium Italian and Californian wines as well as premium food products to visitors at its strategically located Italian Villa and retail Marketplace. A geographic competitive advantage plus the unsurpassed natural beauty of the hilltop Villa and Marketplace, has made Viansa the “must see” vineyard for visitors to California wine country. Approximately 250,000 visitors a year make Viansa the most popular destination vineyard in California. The location and popularity of Viansa are a competitive advantage that allows the Company to bypass the conventional three tiered wine and alcohol distribution model used by a majority of its competitors. Viansa sells its entire production of wine directly to consumers in the Marketplace. In addition, Viansa converts a significant percentage of its visitors into long term members of its wine club (the “Wine Club” or the “Tuscan Club”). Viansa has one of the largest wine clubs in the US with over 11,000 members. Viansa currently produces over 50,000 cases of wine annually including 12 different Italian varietals and 11 California varietals. In 2007, approximately, 50% of sales are to wine club members and 50% are on site at the Marketplace. The company also engages in catalog and e-commerce sales and has built a significant customer base primarily through the conversion of its visitors into long term customers.

 

Viansa’s Vineyard, Villa, and Italian Marketplace

 

Viansa’s Vineyard, Villa, and Italian Marketplace are crucial assets in developing and growing Viansa’s revenues. With approximately 250,000 visitors annually it is the most popular vineyard destination for tourists and visitors to California wine country. Its popularity results from a combination of unsurpassed natural beauty, very high quality proprietary wines, and its proximity to San Francisco (it is only forty-five minutes by car from the city). This geographic advantage is significant because it makes Viansa an ideal destination for special events such as weddings and corporate gatherings as well as for people that want to make a day trip to California wine country and then return to San Francisco. Visitors to San Francisco for conventions, business, or personal reasons often need to return to the city the same day making visits to most Napa and Sonoma vineyards virtually impossible. Also, Viansa has always stressed the combination or pairing of food and wine and it is one of the few Napa or Sonoma vineyards that serve food like a restaurant. This attracts a very large number of tourists as well as locals looking to eat while they enjoy wine during their tour of wine country or just take a break from the city. The proprietary foods available at Viansa are also a major attraction to visitors and to wine club members.

 

42
 

 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Viansa’s Vineyard, Villa, and Italian Marketplace, Continued

 

The Villa is situated on 250 acres of land located on a picturesque hillside in the southernmost tip of Sonoma Valley, overlooking magnificent vineyards, rolling hills, and Viansa’s own 90 acre wetlands. Viansa's tile-roofed Tuscan Villa sits on a hilltop surrounded by olive trees and vineyards, overlooking Viansa's 90-acre waterfowl preserve, which has drawn acclaim from environmental groups across the nation. Outfitted with hand-painted murals, massive beams and Italian marble, the villa exudes Tuscan charm. The extensive grounds are planted with Italian cypresses and stone pines.  As such, Viansa is consistently booked to capacity with events for most months of the year, as is the case with 2007. The Company's growth, under previous management, was predominantly through acquisitions. Previous management believed that these acquisitions would make the Company more competitive by: (1) diversifying its product offering; (2) developing strong market positions in the alcoholic wine category; (3) strengthening its relationships with wine wholesalers and retailers; (4) expanding its distribution; (5) enhancing its production capabilities; and (6) acquiring additional viticulture management, marketing, operational, and research and development expertise. New management has changed substantially.

 

Subsequent Events:

 

On October 29, 2007, 360 Viansa’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Viansa Plan can be found as Exhibit 33.1 to this document.

 

On December 12, 2008, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Global Plan can be found as Exhibit 34.1 to this document.

 

 

Results of Operations

 

For the three months and nine months ended September 30, 2007 compared to the three months and nine months ended September 30, 2006.

 

Revenues

 

Revenues for the three months ended September 30, 2007 were $4,835,356 compared to the three months ended September 30, 2006 of $4,858,997, an decrease of 0.48%. Revenues for the nine months ended September 30, 2007 were $11,797,595 compared to the nine months ended September 30, 2006 of $12,877,698, which is a decrease of 9.15%.  

 

43
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Cost of Goods Sold

 

Cost of goods sold for the three months ended September 30, 2007 were $2,996,814 compared to the three months ended September 30, 2006 of $2,442,878, a decrease of 22.67%.  Cost of goods sold for the nine months ended September 30, 2007 were $6,573,957 compared to the nine months ended September 30, 2006 of $ 7,398,296, a decrease of 12.53%.

 

Gross Profit

 

Gross profit for the three months ended September 30, 2007 was $1,838,542 compared to the three months ended September 30, 2006 of $ 2,442,878, a decrease of 31.41%.  Gross profit for the nine months ended September 30, 2007 was $5,623,638 compared to the nine months ended September 30, 2006 of $5,479,402, an increase of 4.89%.   

 

Sales and Marketing Expense

 

Sales and marketing expenses for the three months ended September 30, 2007 were $1,110,336, compared to the three months ended September 30, 2006 of $1,361,684, a decrease of 22.63%. Sales and marketing expenses for the nine months ended September 30, 2007 were $2,633,586 compared to the nine months ended September 30, 2006 of $ 8,426,426, a decrease of almost 320%.

 

General and Administrative Expense

 

General and administrative expenses for the three months ended September 30, 2007 were $1,636,240 compared to the three months ended September 30, 2006 of $3,449,467, a decrease of over 288%. General and administrative expenses for the nine months ended September 30, 2007 were $3,212,549 compared to the nine months ended September 30, 2006 of $ 23,684,266, a decrease of over 850%. The improvement in general and administrative expenses is a result of staff reductions, closing the Connecticut administrative office, reductions in consulting and professional fees, and improvements in productivity and efficiency resulting from a comprehensive reorganization of the management team. Also tight controls over spending on administrative costs in the Chapter 11 proceedings have been effective.

 

Provision for Income Taxes

 

The Company currently makes no provision for income taxes due to its ongoing net loss status.

 

44
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Operating Profit (Loss) with detail of Non-Cash items

 

The loss from continuing operations for the three months ended September 30, 2007 was $911,034 compared to a loss from continuing operations for three months ended September 30, 2006 of $2,395,032.  The profit from continuing operations for the nine months ended September 30, 2007 was $622,497 compared a loss from continuing operations for the nine months ended September 30, 2006 of $26,631,290.

 

Interest Expense

 

Total interest expense for the three months ended September 30, 2007 was $1,285,840 compared to the three months ended September 30, 2006 of $4,497,706.  Total interest expense for the nine months ended September 30, 2007 was $3,168,361 compared to the nine months ended September 30, 2006 of $30,141,149.

 

At September 30, 2007, we do not segment our business internally beyond the reporting of consolidated results and certain required aspects of subsidiary financial performance.

 

Liquidity and Capital Resources

 

As of September 30, 2007, the Company’s working capital has been primarily financed by the issuance of various forms of debt, convertible debt and its common stock. The Company has suffered significant operating losses since its inception in its efforts to establish and execute its business strategy. The Company anticipates that it will continue to require additional working capital to fund its ongoing operations, repay certain debts in default, and execute its business strategy. In the event that the Company is unable to raise the required funds to sustain its ongoing operations and repay those debt instruments that are in default or are coming due in the near future it would raise substantial doubt about the Company's ability to continue as a going concern.

 

Since inception, we have financed our operations through the sale of common stock and the issuance of promissory notes and convertible, exchangeable debentures, many of these with detachable warrants.

 

Operating Activities

 

Loss from operating activities for the three month period ended September 30, 2007 was $4,475,694, compared to cash from operating activities for the nine months ended September 30, 2006 of $12,567,472. Loss from operating activities for the nine months ended September 30, 2007 was $6,511,277 compared to a loss in the nine months ended September 30, 2006 of $80,637,107.

Financing Activities

 

Cash provided by financing activities for the nine month period ended September 30, 2007 was $4,232,424, compared to cash provided from financing activities for the nine months ended September 30, 2006 of $ 5,169,042.

45
 

 360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Investing Activities

 Cash used for investing activities for the nine month period ended September 30, 2007 was $414,470, compared to cash for investing activities for the nine months ended September 30, 2006 of $263,715.

 

Impact of Derivatives on Liquidity

For the nine month period ended September 30, 2007, impact of derivatives on liquidity was equal to $0.

 

The Company financed the acquisition of Viansa through a convertible debt instrument with Laurus Fund. This note is convertible into shares of our common stock. The Company also issued warrants to purchase shares of common stock to Laurus in connection with this loan.

 

As the warrants and the embedded conversion feature of this convertible debt meet the accounting definition of “financial instrument derivatives”, accounting rules require that the Company must adjust the carrying value of these derivatives to their fair value at the end of each reporting period (March, June, September and December). These adjustments to the carrying value of the derivatives are recognized as either non-cash income or non-cash expense. An increase in the fair value of the warrants and embedded conversion feature result in an expense. A decrease in fair value results in income. These changes have no effect on our current or future cash requirements.

 

In March 2006, the Company lowered the conversion price of the Laurus and other convertible debt and lowered the exercise price of certain warrants issued in connection with convertible debt to $3.50 per share. This reduction of the exercise price of the warrants and the conversion price of the debt instruments resulted in an increase of $75,604,425 in the value of these derivatives for the quarter ended March 31, 2006. As explained above, this increase in value of the warrants and conversion features must be recognized as a non-cash expense. In the second and third quarters of 2006, the Company experienced gains of $32,279,546 and $19,493,835, respectively, that partially offset the expense recorded in the third quarter; resulting in a net expense of $23,831,044.

 

Subsequent Events:

Pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled.

 

46
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Contractual Obligations and Commitments

 

The Company incurs certain contractual obligations and commitments from time to time in the normal course of business. Included in these obligations are typically: (1) leasing or mortgage obligations, (2) employment agreements, (3) sales, marketing, distribution and licensing agreements, and (4) anticipated costs of litigation, all of which are discussed in more detail in the Company’s filing of its Annual Report on Form 10-K in the Notes to Consolidated Financial Statements.

 

There were no material amounts accrued into the Company’s financial statements for employment agreements and sales, marketing, distribution and licensing agreements.

 

Capital Expenditures

 

Capital expenditures in the nine-month period ended September 30, 2007 was $0.00.

 

Management's Strategy and Plan for the Future

 

The Company’s strategy is to expand domestically and internationally the Tuscan Wine Club, reduce shipping costs by expanding internal shipping capabilities, expand production of high quality food products to increase margins, increase internal and third party grape growing and wine production capacity, improve wine quality to the very highest standard, improve margins on special events by improving the quality of our event facility, and expand e-commerce and catalog sales.

 

The Company will continue to market its brands directly to consumers and its wine club. The Company does not plan to enter the retail three tiered distribution system.

 

Subsequent Event:

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:

 

10Q for the 3th quarter of 2007

10K annual report and audit for the year ended December 31st 2007

10Q for the 1st quarter of 2008

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008

10K annual report and audit for the year ended December 31st 2008

10Q for the 1st quarter of 2009

10Q for the 2nd quarter of 2009

10Q for the 3rd quarter of 2009

47
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

10K annual report and audit for the year ended December 31st 2009

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

10K annual report and audit for the year ended December 31st 2010

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

10K annual report and audit for the year ended December 31st 2011

10Q for the 1st quarter of 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.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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.

48
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

 

RISKS RELATING TO OUR BUSINESS

 

We filed for reorganization under Chapter 11 of the Bankruptcy Code on March 7, 2007 and were subject to the risks and uncertainties associated with Chapter 11 proceedings.

 

For the duration of our Chapter 11 proceedings, our operations, including our ability to execute our business plan, are subject to the risks and uncertainties associated with bankruptcy. Risks and uncertainties associated with our Chapter 11 proceedings include the following:

 

• the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans;

 

• our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time;

 

• our ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings;

 

• our ability to obtain and maintain normal terms with vendors, service providers, including the grape growers;

 

• our ability to maintain contracts that are critical to our operations; and

 

• risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases.

 

 

These risks and uncertainties could affect our business and operations in various ways. For example, negative events or publicity associated with our Chapter 11 proceedings could adversely affect our sales and the relationship with our customers, as well as with vendors and employees, which in turn could adversely affect our operations and financial condition, particularly if the Chapter 11 proceedings are protracted. Also, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

 

Because of the risks and uncertainties associated with our Chapter 11 proceedings, the ultimate impact that events that occur during these proceedings will have on our business, financial condition and results of operations cannot be accurately predicted or quantified, and there is substantial doubt about our ability to continue as a going concern.

 

49
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

RISKS RELATED TO OUR COMMON STOCK

 

MANAGEMENT INTENDS TO FILE 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.

 

50
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

Subsequent Event:

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be 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 4.   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 plan to investigate further and to apply compensating procedures and processes as necessary to ensure the reliability of our financial reporting and are evaluating and intend to adopt measures designed to remediate any weaknesses.

 

New management is also conducting 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. Such evaluation may take many months to conclude and our ability to implement any improvements in these areas will be limited by our human and financial resources.

 

The Company controls and procedures are inadequate to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Disclosure controls are designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. As of April 2007, new management began an assessment of the effectiveness of the design and operation of the Company’s disclosure controls. Based on an initial assessment that has not been completed yet, management has determined that the Company’s disclosure controls as of December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006, were ineffective because of, but not limited to, the material weaknesses discussed below.

 

A material weakness is a significant deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 2), or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

51
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Six-Month Periods Ended September 30, 2007 and 2006

 

 

Material weakness has been identified during the audit of our December 31, 2006 financial statements relating to the December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006 financial statements. Since 2003 there has been a lack of personnel with sufficient knowledge of US generally accepted accounting principles and SEC reporting requirements to ensure proper and timely evaluation of the Company’s activities and transactions. There has also been inadequate knowledge of the application of certain technical interpretations of certain generally accepted accounting principles. The Company has not retained outside experts to review its disclosure controls and procedures or its internal controls and consequently, no reports or recommendations regarding these controls were requested or prepared.

 

To mitigate this weakness, the Company engaged a consultant to assist with the preparation of the financial restatements of prior years and other accounting issues. This consultant was not paid on a timely basis and subsequent to the bankruptcy filing has refused to cooperate with new management or deliver working papers and accounting work completed during 2006. Since March of 2007, management terminated several of our accounting staff and hired 2 new individuals to assist with the preparation of the financial statements, SEC reports, US Trustee reports, and other accounting issues.

 

In conducting our assessment of internal control over financial reporting, we have also identified a lack of segregation of duties to be a potential material weakness in internal controls. Lack of segregation of duties is inherent to our company due to the small number of employees.

 

In connection with the preparation of our Annual Report on Form 10-KSB for fiscal 2006, management has identified material weakness in the operations of the Company’s internal control. The material weakness relate to, among other things, the completeness of the review and inadequate consideration in the application of many technical interpretations of generally accepted accounting principles as evidenced by adjustments in several areas.

 

As a result of this material weakness, new management has concluded that our disclosure controls and procedures were not effective as of December 30, 2006.

 

Our management will continue our efforts to remediate this material weakness through ongoing process improvements and the implementation of enhanced policies, engaging third-party financial and financial system consultants, and improving standards. Accordingly, the material weaknesses may not have all been identified and are not yet remediated. No material weaknesses will be considered remediated until the remedial procedures have operated for an appropriate period, have been tested, and management has concluded that they are operating effectively. We cannot be certain that any measures we take will ensure that we implement and maintain adequate controls over our financial reporting processes and that we will remediate the material weakness. Any failure to implement required new or improved controls or to remediate the material weakness, or difficulties encountered in their implementation, could prevent us from accurately reporting our financial results, result in material misstatements in our financial statements or cause us to fail to meet our reporting obligations. In addition, we cannot assure you that we will not in the future identify further material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements. Our ability to implement any improvements 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.

 

NOTE 15 – GOING CONCERN 

The Company 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 obtain financing 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.

 

52
 

 

 PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

 

The Company is involved in various lawsuits, claims, and proceedings, which arose in the ordinary course of business. 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.

 

Except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

Subsequent Events:

As of December 31st 2007, all lawsuits and liabilities were stayed and subsequently 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.

 

 

Chapter 11 Proceedings

 

On the Petition Date, 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 31st 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.

 

Subsequent Event

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.

 

53
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

  

Item 1A. Risk Factors

 

As of September 30, 2007, there is a material changes for risk factors since previously disclosed in the Company's 2006 Form 10-K, since the Company filed voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

For the three-month period ended September 30, 2007, the sale of Equity Securities was equal to $0.

 

Subsequent Events for Common Stock:

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 will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

• 3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

• 1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

• 50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

• 100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

• 100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

 

The New Common Stock is to be 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 3.   Defaults upon Senior Securities

 

Laurus Master Fund, Ltd.

 

In July 2005, the Company entered into a $34,500,000 convertible note agreement and a $3,000,000 revolving note agreement with Laurus Master Fund, Ltd (“Laurus”). Both notes bear interest at the higher of 8% or prime plus 2%, have a three year term and were originally convertible into shares of the Company’s common stock at $37.50 per share. The Company did not draw on the revolving note until February 2006. In March 2006, in connection with the drastic decrease in the Company’s stock price, the conversion price of the convertible note was reduced to $3.50 per share which upon conversion could result in the issuance of 9,857,143 shares of the Company’s common stock. The conversion price of the revolving note was also reduced to 3.50 per share.

 

Upon conversion the maximum loan balance would result in the issuance of 857,143 shares. Also in March 2006, the amount available for borrowing on the revolving note was increased to $4,500,000, induced by the issuance of 650,000 warrants to purchase common stock at $3.50 per share. Laurus converted $210,000 of the principal of the note during the quarter ended September 30, 2006, into 60,000 shares at a conversion price of $3.50.

 

54
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The note provides for monthly payments based on daily interest rates and a structured schedule of principal repayment. The average monthly payment for the year ended December 31, 2005 on the $34,500,000 note was $314,316. The securities underlying the notes are subject to a registration rights agreement that requires the Company to file a registration statement and have it declared effective. As of May 18, 2007, that registration statement was not effective. The registration rights agreement provides for liquidated damages to Laurus for the failure of the registration statement to become effective. The effect of non-compliance with the terms of the registration rights agreement results in a charge of liquidated damages of 2% of the outstanding balance of the notes per month.

 

The effective interest rate of the note at December 31, 2006 and December 31, 2005 was 31.3% and 60.5%. The line of credit portion of the Laurus loan agreement was first utilized in February 2006.

  

The Company has accrued $1,334,381 of additional interest expense due to the lack of registration rights as of December 31, 2005. As of December 31, 2005, the Company has made interest payments totaling $1,025,633. The Company has pledged substantially all of its assets as collateral on these notes.

 

On March 9, 2007, the Company received notice that Laurus Funds deemed their convertible notes and line of credit to be in default, and issued the Company a ten day notice for repayment of the notes plus accumulated interest.

 

As of December 31, 2006, the principal balance of the Laurus note was $38,604,158.

 

 Gryphon Funds

 

The Company is in default in connection with its outstanding note with Gryphon Funds in the principal amount of $149,622. Prior to the filing of the Chapter 11 proceedings, the Company was working with Gryphon to convert the outstanding debt into equity. 

 

Longview Funds

 

On October 12, 2005, the Company was served with a Summons and a Notice of Motion in Lieu of Complaint, titled Longview Fund, LP, Longview Equity Fund, LP and Longview International Equity Fund, LP, Plaintiffs vs. 360 Global Investments, Inc., f/k/a Knightsbridge Fine Wines, Inc., Defendant, Supreme Court of the State of New York, County of New York, index no. 05603607. The plaintiffs requested that the court grant their Order for Summary Judgment on behalf of Longview Funds, LP in the amount of $280,345, Longview Equity Fund, LP in the amount of $224,276, and Longview International Equity Fund, LP in the amount of $56,069, with interest at the rate of 18% per annum from October 10, 2005, plus attorneys’ fees, costs and distributions in the action, and such other, further and different relief as the court deems just and proper.

 

The Order for Summary Judgment was granted by the court in December 2005. The Company reached a settlement agreement with the plaintiffs, which: (1) recognized the principal amounts due to the plaintiffs, (2) required an initial payment of $150,000 on January 22, 2006 which is comprised of $125,000 in principal reductions and $25,000 in legal fees (this has been paid), (3) allowed for the inclusion of 10% simple interest, and (4) required a monthly payment of $100,000 until such time as the debt is satisfied. Commencing in September, 2006, Longview and the Company informally modified the settlement agreement to reduce the monthly payments to $50,000, which are payable either in cash or by the conversion of the underlying debt into shares of the Company’s common stock at market price. As of the filing of this Quarterly Report on Form 10-QSB, the Company is one month behind in such monthly payments.

 

55
 

360 Global Investments

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2007 and

For the Three-Month and Nine-Month Periods Ended September 30, 2007 and 2006

 

The Company has been named the debtor-in-possessor for the bankruptcy proceedings, and all contractual rights of the note holders have been stayed by a Federal Bankruptcy court.

 

Subsequent Event:

As of December 31, 2007, these notes plus all accumulated interest was discharged by the United States Bankruptcy Court.

 

 

Item 4.   Submission of Matters to a Vote of Security Holders

 

There were no matters submitted to a vote of security holders during the period covered by this report.

 

 

Item 5. Other Information.

 

 

Item 6. Exhibits.

 

Exhibit Number Description
31.1 Certification by Chief Executive Officer and Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1 Certification by Chief Executive Officer and Principal Financial and Accounting Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States
33.11 Order Confirming 360 Viansa, LLC's Second Amended Plan of Reorganization (Plan attached).
34.11 Order Confirming 360 Global Wine Company, Inc.'s Disclosure Statement and Plan of Reorganization (Plan attached).

 

1 Filed Herewith

 

 

56
 

 

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.

Date:  September 18, 2012

  360 Global Investments
  By: /s/ A. John A. Bryan, Jr.
  A. John A. Bryan, Jr.
Chief Executive Officer

 

 

 

 

 

 

 

57
 

 

Exhibit 31.1

 

CERTIFICATION

 

I, A. John A. Bryan, Jr., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of 360 Global Investments for the quarter ended September 30, 2007;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, 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.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;

 

     

 

  c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

     
  d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the 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 control 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 control over financial reporting.

 

     
September 18, 2012      
       
  /s/ A. John A. Bryan, Jr.        

 

A. John A. Bryan, Jr

     

Chief Executive Officer

     

  

58
 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

In connection with the Quarterly Report of 360 Global Investments (the "Company") on Form 10-QSB12/A for the quarter ended September 30, 2007 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.

 

 

 

     
     
September 18, 2012   /s/ A. John A. Bryan, Jr
 

 

A.   John A. Bryan, Jr

 

Chief Executive Officer

 

 

 

 

59
 

 

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.

Date: September 18, 2012

  360 Global Investments
  By: /s/ John A. Bryan, Jr.
  John A. Bryan, Jr.
Chief Executive Officer