Edgar Filing: GLOBAL BROADCAST GROUP INC

Amendment No. 1 to Registration Statement

As filed with the Securities and Exchange Commission on May 11 2004.

Registration Statement No. 333-114985

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLOBAL BROADCAST GROUP, INC.

(Name of Small Business Issuer in its Charter)

Delaware

7389

02-0563302

(State or jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Number)

(I.R.S. Employer

Identification No.)

18495 U.S. Hwy 19N, Clearwater, Florida 33764

(727) 533-8300

(Address of Principal Executive Offices) (Zip Code)

Sam Winer

Chief Executive Officer

Global Broadcast Group, Inc.

18495 U.S. Hwy 19N

Clearwater, Florida 33764

(727) 533-8300

(Name, address and telephone number of agent for service)

Copies to:

Charles B. Pearlman, Esq.

Adorno & Yoss, P.A.

350 East Las Olas Boulevard, Suite 1700

Fort Lauderdale, Florida 33301

Telephone: (954) 763-1200

Facsimile No. (954) 766-7800

If any of the securities being registered on this form are to be offered on a delayed or continuous basis under Rule 415 under the Securities Act of 1933, as amended, check the following box: ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Security(2)	Proposed Maximum Aggregate Offering Price	Registration Fee

Common Stock, $.001 Par value	8,161,871	$.12	$979,425	$124__

Total Amount Due				$124__

(1)

The Shares were issued by Global Broadcast Group, Inc. (“GBG”), formerly known as Galli Process, Inc. (“GP”) to Galli Holding Co. (“GHC”) in exchange for the payment of legal, accounting and organizational costs and certain assets GHC acquired from Hydrox Sales Corp. (“Hydrox”) in February 2000. The Shares acquired by GHC were distributed to and for the benefit of 1,314 Hydrox shareholders of record in February 2001.

(2)	The Shares are valued at $.12 solely for the purpose of calculating the registration fee pursuant to Rule 457(e) of the Securities Act of 1933, as amended. Such price has been arbitrarily determined and is based on the price of shares we sold during our last Rule 506 private offering in 2003.

The Registrant amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION DATED MAY 11, 2004

The information in this preliminary Prospectus is not complete and may be changed. These securities may not be sold by the holders until the registration statement filed with the Securities and Exchange Commission (“SEC”) is effective. This preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS

Global Broadcast Group, Inc.

Offering of

8,161,871 Shares of Common Stock

This investment involves a high degree of risk. See “Risk Factors” beginning on Page 4.

We are registering 8,161,871 shares of the common stock of GBG (the “Shares”) for resale by selling shareholders. We are not selling any shares of common stock in this offering and will not receive any proceeds from this offering. All costs associated with this registration will be borne by GBG.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May , 2004

TABLE OF CONTENTS


		Page
Prospectus Summary		1
The Offering		2
Summary Financial Data		4
Risk Factors		4
Forward Looking Statements		8
Use of Proceeds		8
Dilution		8
Selling Shareholders		8
Plan of Distribution		20
Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Description of Business		25
Legal Proceedings		32
Description of Property		32
Management		33
Executive Compensation		35
Principal Shareholders		36
Certain Relationships and Related Transactions		37
Description of Securities		38
Dividend Policy		39
Market for Common Equity and Related Shareholder Matters		39
Legal Matters		41
Experts		41
How to Find More Information		41
Part II Information Not Required in Prospectus		II-1
Exhibit __		II-3
Index to Financial Statements		F-1

PROSPECTUS SUMMARY

This summary highlights what we consider to be the most important features of this registration for resale of our common stock by selling shareholders and the information contained elsewhere in this Prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. The summary also addresses the distribution of shares of our common stock to and for the benefit of the shareholders of Hydrox Sales Corp. We refer to this distribution in this document as “The Distribution.” You should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under “Risk Factors,” and our financial statements and the accompanying notes.

Our Company

We have developed technology and programming for the delivery of advertising based content through satellite transmission and the Internet. We have operated as a development stage company since inception by devoting substantially all of our efforts to raising capital and building a market for our products and services. Our executive offices are located at 18495 U.S. Hwy 19N, Clearwater, Florida 33764 and our telephone number is (727) 533-8300.

The Company was incorporated under the laws of the State of Delaware on October 31, 2000 as Galli Process, Inc. Effective December 31, 2001, Galli Process, Inc. became a majority owned subsidiary of City View TV, Inc., a Florida corporation (“City View”). Effective February 7, 2002, Galli Process, Inc. changed its name to Global Broadcast Group, Inc. (“GBG”). On March 1, 2002, pursuant to a plan of merger, City View merged into GBG, which was the surviving entity.

When used herein, the terms “GBG,” “we,” “our,” and “us” refers to Global Broadcast Group Inc., a Delaware corporation. The information appearing on our web site is not part of this Prospectus.

THE OFFERING



Common Stock Offered:		8,161,871 shares by selling shareholders.

Offering Price Per Share:		We have placed an aggregate initial value of $.12 per share based on the price of shares we sold during our last Rule 506 private offering during 2003. The offering price bears no relationship to the results of operations or assets of the Company and the price per share may change when, as and if, a trading market commences.

Common Stock Outstanding Prior to the Offering:		12,317,871 shares

Common Stock Outstanding After the Offering:		12,317,871 shares

Use of Proceeds:		We will not receive any proceeds of the Shares offered by the selling shareholders.

Risk Factors:		The securities offered hereby involve a high degree of risk. See “Risk Factors” beginning on Page ____.

The Distribution

Overview

In February 2000, the Board of Directors of Hydrox Sales Corp., a Delaware corporation (“Hydrox”), implemented a reorganization and spin out of out certain assets to Galli Holding Co., a Delaware corporation formed in February 2000 (“GHC”). On February 26, 2001, we issued 11,533,100 shares of our common stock to GHC for the benefit of the shareholders of Hydrox in exchange for certain securities of closely held companies and the funding of certain legal, accounting and organizational costs. Hydrox issued to each of its 1,314 shareholders of record as of January 22, 2001, an undivided interest in GHC on a 1:1 ratio in exchange for said assets. The GHC share interests were non-certificated book entries and the Hydrox shareholders were not required to pay for GHC shares or surrender certificates.

Effective February 7, 2002, we changed our name to Global Broadcast Group Inc. (“GBG”).

On March 1, 2002, pursuant to a plan of merger, City View merged into GBG. There was no change to the business, management, location, policies or the consolidated assets and liabilities of City View. The shareholders of City View converted three shares of City View into one share of GBG as the surviving entity.

Securities Distributed

We filed this registration statement with the SEC to register the resale of shares of our common stock that were distributed in the reorganization. The distribution was approved by our directors on February 25, 2001.

No consideration will be paid by any shareholders of GBG, nor will they be required to surrender or exchange shares of GBG’s common stock or take any other action to receive shares of our common stock.

Determination of Offering Price

Our shares are not listed or quoted on any exchange or quotation system, therefore, the offering price of the Shares of common stock was arbitrarily determined. In determining the offering price, we considered our financial condition and prospects, our limited operating history and the general condition of the securities market. We based the offering price on the price of shares we sold during our last Rule 506 private offering during 2003. The offering price bears no relationship to the results of operations or assets of the Company and is not an indication of and is not based upon the actual value of GBC. The offering price bears no relationship to the book value, assets or earnings of GBC or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities and the price per share may change when, as and if, a trading market commences.

SUMMARY FINANCIAL DATA

The following consolidated summary financial data should be read in conjunction with “Management’s Discussion and Analysis or Plan of Operation” and the audited financial statements and notes, included elsewhere in this Prospectus.

Statement of Operations Data


	Period From Date of Inception (October 31, 2000) Through December 31, 2003			Years Ended December 31,
				2003			2002
Revenues	$	500		$	0		$	500
General & administrative expenses		28,410			7,696			13,894
Salaries		123,594			46,966			49,932
Management Fees		235,392			86,000			91,392
Total expenses		920,664			292,076			331,472
Net (loss)		(920,164	)		(292,076	)		(330,972	)
Net (loss) per share		(.07	)		(.02	)		(.02	)
Weighted average shares outstanding		12,801,846			12,230,659			14,332,952

Balance Sheet Data


	Years Ended December 31,
	2003			2002
Total Current Assets	$	60,120		$	$2,622
Total Current Liabilities		315,353			181,029
Total Shareholders’ Equity		(255,233	)		(178,407	)

RISK FACTORS

Please carefully consider these risks. They are some of the factors that make an investment in our securities risky. Our securities should only be considered for purchase if you can afford the risk of losing your entire investment. Prior to purchasing our securities, prospective investors should carefully consider the following risk factors.

We are a development stage company and have a limited operating history. Because we have a limited operating history, we have no meaningful financial historical data to use as a basis for determining future operational performance. From our date of inception, October 31, 2000, through December 31, 2003, we have sustained net losses of $(920,164). Our ability to generate revenues is

dependent upon a number of factors, including the viability of our business model. There can be no assurances whatsoever that we will be able to reduce our losses or successfully implement our business model, penetrate our target markets or attain a wide following for our products and services. We are subject to all the risks inherent in a start-up enterprise. Our prospects must be considered in light of the numerous risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business.

Our independent auditors have issued a report in which they expressed substantial doubt about our ability to continue as a going concern. The report of our independent auditors on our financial statements for the year ended December 31, 2003 contains an explanatory paragraph which indicates that we have recurring losses from operations. This report states that, because of these losses, there may be a substantial doubt about our ability to continue as a going concern. This report and the existence of these recurring losses from operations may make it more difficult for us to raise additional debt or equity financing needed to run our business and is not viewed favorably by analysts or investors. We urge potential investors to review this report before making a decision to invest in our company.

Failure to introduce new products and services in a timely manner may affect our ability to compete effectively. Our future success will depend in large part on our ability to develop and enhance our services and products. We operate in a competitive industry in which the ability to develop and deliver advanced services through the Internet and other channels is a key competitive factor. There are significant technical risks in the development of new or enhanced services and products, including the risk that we will be unable to (i) effectively use new technologies; (ii) adapt our products and services to emerging industry standards; or (iii) develop, introduce and market enhanced or new products and services. If we are unable to develop and introduce enhanced or new services and products quickly enough to respond to market or user requirements or to comply with emerging industry standards, or if these services and products do not achieve market acceptance, our business, financial condition and operating results could be materially adversely affected.

Our success will depend on our ability to enter into distribution agreements and joint ventures with third parties. We intend to enter into distribution agreements with one or more marketing companies that supply equipment and entertainment products to our target audience. We will also attempt to enter into agreements with major hotel chains and enter into joint ventures with companies supplying television sets and television services to hotels and commercial establishments. To date, we have not entered into any distribution agreements or joint ventures. In the event we are unable to secure distribution agreements and/or enter into joint ventures, our operations may be materially and adversely affected.

Our ability to provide content programming is dependent on our ability to enter into agreements with our affiliate and other third party satellite service providers. Our programming will include information and content from such providers as The Weather Channel, CNN, and ESPN and a related party, Global Music Network of Clearwater, Inc. (“GMN”). We have no agreements in place at this time to use the services of our affiliate or any other third party

content/satellite service provider. Should our business require us to seek additional or other types of programming and content provided by existing or new vendors, our inability to enter into usage or license agreements may materially and adversely affect our operations.

We do not own any intellectual property nor are we required to obtain the license rights to the software we use to provide our services. We do not currently own intellectual property, however, we may file patent protection for any intellectual property that we acquire or develop in the future. The management software we use is “off the shelf”, also known as “shrink-wrapped” or “canned” software, which refers to standard (not custom) software applications. By taking off-the-shelf software out of the package, the purchasing user automatically agrees to the terms and conditions of the software license agreement. We do not anticipate the need for customized software at this time, however, should our business require us develop and/or license customized software, our inability to enter into usage or license agreements may materially and adversely affect our operations.

One or more regulatory agencies may impose requirements on our proposed technology, which could make it difficult, unprofitable or impossible to market our proposed products. It is unclear whether our proposed technology will be subject to current or future regulation or a law. Current or future regulatory agencies may impose requirements on our technology once it becomes a viable product. The enactment of stricter laws or regulations, or the implementation of more aggressive enforcement policies could adversely affect our future product and future operations. We are not aware of existing federal, state and local laws and regulations currently that are, or may be, the subject of a variety of judicial proceedings, legislative hearings, and administrative and legislative proposals that could change in varying degrees the manner in which private cable operators, other video programming distributors and Internet service providers operate. We cannot predict the outcome of these proceedings or their impact on our operations at this time.

We intend to grow through acquisitions or other companies, and our business and financial results could be adversely affected if we do not successfully implement these acquisitions. One of our business strategies is to acquire other businesses which are in the advertising, marketing and Internet industries. We are unable to predict whether or when any prospective acquisitions will occur or the likelihood of a material transaction being completed on favorable terms and conditions. Our ability to complete acquisitions may be constrained by, among other things, our ability to raise additional capital or obtain debt financing. Acquisitions of other companies commonly involve certain risks, including, among others (i) the difficulty of assimilating the acquired operations and personnel; (ii) the potential disruption of our ongoing business and diversion of resources and management time; (iii) the possible inability of management to maintain uniform standards, controls, procedures and policies; (iv) the risks of entering markets in which we have little or no direct prior experience; and (v) the potential impairment of relationships with employees or customers as a result of changes in management. We cannot present to you that we will be able to identify, acquire or profitably manage additional companies or successfully integrate the operations of additional companies into us without encountering significant delays, costs or other problems.

Proposed stock sales and acquisitions to generate growth financing are not guaranteed. We cannot guarantee that we will be able to obtain growth financing by the offering of securities through private placements or other securities sales and by acquisitions for restricted stock (or such sales and acquisitions may be made by registered offerings of tradable stock). Certain shareholders have agreed to participate in future funding, however, no agreements or understandings are yet in place.

We have arbitrarily determined the offering price. The offering price may not accurately reflect the value of our Common stock. We have arbitrarily determined the offering price of the Common stock because there is no market for any of our securities. We based the offering price on the price of shares we sold during our last Rule 506 private offering during 2003. The offering price bears no relationship to the results of operations or assets of the Company. There can be no assurance that the offering price accurately reflects the value of our Common stock or that investors will be able to sell the Common stock for at least the offering price or at any price at any time.

There is no assurance of public market or that our common stock will ever trade on a recognized exchange. There is no established public trading market for our securities. After this document is declared effective by the Securities and Exchange Commission, we intend to seek a market maker to apply for a listing on the OTC Electronic Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. We can not assure you that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its investment.

If we establish a public market for our common stock, the tradability of our common stock may be limited under the penny stock regulations of the Securities Exchange Act Of 1934. In the event we are successful in establishing a public market for our common stock, and the trading price of our common stock is less than $5.00 per share, our common stock would be considered a “penny stock,” and trading in our common stock would be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations

require broker-dealers to (i) make a suitability determination prior to selling a penny stock to the purchaser; (ii) receive the purchaser’s written consent to the transaction; and (iii) provide certain written disclosures to the purchaser. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. A market in our common stock may never develop due to these factors.

FORWARD-LOOKING STATEMENTS

Some of the information in this Prospectus may contain “forward-looking statements,” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. These statements discuss future expectations, contain projections of results of operations or financial condition or state other “forward-looking” information. When considering such forward-looking statements, you should keep in mind the risk factors and other cautionary statements in or incorporated by reference into this Prospectus. The risk factors noted in this section and other factors noted throughout this Prospectus or incorporated herein, including certain risks and uncertainties, could cause our actual results to differ materially from those contained in any forward-looking statement.

USE OF PROCEEDS

The selling shareholders are selling the Shares of common stock covered by this Prospectus for their own account. We will not receive any of the proceeds from the resale of these Shares. We have agreed to bear the expenses relating to the registration of the Shares of our selling security holders.

DILUTION

The Shares offered in this Prospectus are already outstanding and, therefore, do not contribute to dilution.

SELLING SECURITY HOLDERS

There were 1,314 shareholders of record in February 2001, holding an aggregate of 11,553,100 shares. Of this amount, 5,897,790 shares, or 51%, were held by less than five shareholders that later sold or otherwise transferred the shares to our President, Sam Winer and two other shareholders. Of the 5,897,790 shares transferred, 3,391,229 have since been purchased by the Company and retired. In February 2001, shareholders other than our officers, directors or principal shareholders, held 5,655,310 shares or 49% ranging from 150 shares (nil%) to 450,000 shares (3.653%).

As of May 7, 2004, there are 1,318 selling shareholders of record holding an aggregate of 8,161,871 shares. It is not possible to predict whether or when any shareholders will choose to resell shares, or the number to be sold. None of such shareholders is known to have had any position,

office or other material relationship with us except as set forth under “Certain Relationships and Related Transactions.”

The following table sets forth the name of each selling security holder and the number or shares of common stock beneficially owned and offered for resale by each selling security holder as of the date of this prospectus. The shares of common stock being offered are being registered to permit public sales and the selling security holders may offer all or part of the shares for resale from time to time. All expenses of the registration of the common stock on behalf of the selling security holder are being borne by us. We will receive none of the proceeds of this offering.

The following table is derived from our books and records, as well as from those of our transfer agent. This table assumes that each selling security holder is the beneficial owner of and owns the number of shares as set forth below. The number and percentage of shares beneficially owned by each selling security holder after the Offering will be zero (0).


NAME		No. SHARES
ABDUL, MICHAEL A		150
ABDULLA, ABDULLA		150
ABEL, EDWARD B		150
ABEL, ERNEST W		150
ABEL, WALTER L		150
ABELL, STAN		150
ABELLA, RICHARD		150
ABOFF, SHELDON		150
ABOOD, FREDERICK J		150
ABOUD, KENNETH M		150
ADACHOWSKI, FRANK J		150
ADAM, CHRISTOPHER W		150
ADAM, RAY C		150
ADAMCHEK, JANICE		150
ADAMONIS, RICHARD C		150
ADAMS III, GEORGE		150
ADAMS JR, DANIEL N		150
ADAMS JR, DR SAMUEL		150
ADAMS, ALTON M		150
ADAMS, BARBARA E		150
ADAMS, BRIAN W		150
ADAMS, CHARLES		150
ADAMS, CHARLES R		150
ADAMS, CLAYTON W		150
ADAMS, DAVID		300
ADAMS, DAVID B		150
ADAMS, DAVID J		150
ADAMS, DONALD D		150
ADAMS, DOUGLAS		150
ADAMS, DR KENNETH		150
ADAMS, GEORGE		150
ADAMS, GERALD		150
ADAMS, GORDON W		150
ADAMS, HERBERT E		150
ADAMS, HOPE		150
ADAMS, JAMES		150
ADAMS, JAMES I		150
ADAMS, JOAN E		150
ADAMS, JOHN		150
ADAMS, JWENDELL		150
ADAMS, LAWRENCE C		150
ADAMS, MICHAEL G		150
ADAMS, MICHAEL S		150
ADAMS, NORMAN W		150
ADAMS, PARKS G		150
ADAMS, RICHARD G		150
ADAMS, ROHANDA		150
ADAMS, RONALD G		150
ADAMS, ROY F		150
ADAMS, SAMUEL B		150
ADAMS, SHIRLEY		150
ADAMS, STANLEY J		150
ADAMS, THOMAS E		150
ADAMS, THOMAS R		150
ADAMS, WELLES V		150


NAME		No. SHARES
ADAMS, WILLIAM		150
ADAMS, WILLIAM R		150
ADAMSBAUM, PAUL		150
ADAMSON, MICHAEL L		150
ADAMSON, NICHOLAS E		150
ADELMAN, DONALD		150
ADKINS JR, JOHN		150
ADKINS, HARRY		150
ADKISSON, GARY L		150
ADKISSON, WAYNE O		150
ADLER, HENRY		150
ADLER, ML		150
ADLER, PAUL F		150
ADLER, RICHARD		150
ADLERSTEIN, SEYMOUR		150
ADOFF, SEYMOUR		150
ADOMEIT, PETER L		150
ADONNINO JR, FRANK		150
AFFELDT, DAVID L		150
AIBEL, HOWARD		150
AKEL, HECTOR		150
AKEMAN, DAVID P		150
ALTENBURG, JOSEPH E		150
ALTMAN, MICHAEL V		150
ANIS, ROSE		4,000
ASHTON, SANDRA		150
AUFDENSPIRNG, DAVID		150
AVALLONE, ANTHONY V		150
AYLES, JOSEPH S		150
AYLWARD, ROBERT S		150
BABCOCK, MICHAEL		150
BABCOCK, RICHARD		150
BABCOCK, RICHARD H		150
BABICZ, MARTIN		150
BABULSKI, DAVID J		150
BADGER, JOHN W		150
BADGER, THOMAS A		150
BADMAN III, JOHN		150
BAILEY, PATRICIA		450,000
BAINES, GORDON & EDNA C JOINT TENANTS WROS		150
BAKEMAN, ROGER		150
BAKHRU, DR MADHURI		150
BARNHOORN, DANIEL J		150
BARTZ, KURT		150
BAYEK, DOROTHY G		150
BAYLIS, RICHARD H		150
BAYLIS, RONALD J		150
BAYLISS, FREDERICK W		150
BAYMAN, WILLIAM A		150
BEADLE, JANICE L		150
BECKER, DR STANLEY S		150
BEDELL, DR DAVID		150
BEDFORD, CHARLES B		150
BEDFORD, HOWARD		150


NAME		No. SHARES
BEEKMAN, PETER D		150
BERARDI, MILDRED T		150
BERGAN, PATRICIA A		150
BERTIN, FULDA EUGENE BERTIN JT/TNT		150
BERZANSKY, RACHELLE		4,000
BEVALCQUA, DARCY		150
BEYLKIN, GREGORY		150
BEYLOUNI, GEORGE		150
BIAMONTE, JOSEPH P C/O L.F.ROTHCHILD CO		150
BIBLE, DR GARY		150
BIEBEL, KENNETH R		150
BIEBEL, ROBERT F		150
BIKEL, THEODORE		150
BIRNBAUM, JAY B		1,000
BISCHOPING, FRANCIS J& ELAINE		150
BLAKELY, JAMES R		150
BLESSING, MELVIN J		150
BLUESTONE, MURRY		150
BOBICK, BRUCE		150
BODENBERG, THOMAS		150
BODLING, ALFRED M		150
BODZINSKI, TAMARA & JAN JT/TNT		150
BOOKMAN, GEORGE		150
BOORADY, CYNTHIA A		150
BOORADY, DR EDWARD F & ETHEL BOORADY		150
BOORADY, FREDERICK A		150
BOORADY, MARK A		150
BOORADY, MRSMARILYN A		150
BOORADY, PETER A		150
BORRELLI, MRS MARIE E		150
BOYD, DAVID E		150
BOYD, HUGH K		150
BOYD, JAMES B		150
BOYD, JAMES E		150
BOYD, JAMES F		150
BOYD, JAN K		150
BOYD, JOHN E		150
BOYD, JOHN H		150
BOYD, LOIS		150
BOYD, LORETTA K		150
BOYD, MARIE M		150
BOYD, MICHAEL A		150
BOYD, TRUSTIN B		150
BOYDEN, JOHNSTON		150
BOYDSTON, THOMAS P		150
BOYKIN JR, WILLIAM		150
BOYKIN, REGINALD O		150
BOYLAN, BERNARD		150
BOYLE, BEVERLY F		150
BOYLE, CHARLES F		150


NAME		No. SHARES
BOYLE, ELDRIDGE R		150
BOYLE, JAMES C		150
BOYLE, ROGER		150
BOYLE, STEPHEN		150
BOYLE, SUZANNE		150
BOYLES, HARRY W		150
BOZINOVICH, PETER M		150
BRANGAM, MISS PATRICIA		150


BRETH, EMERSON C		150
BREWER, MELVIN C		150
BROWN, RAYMOND R & RONA H		150
BRUNO, JOSEPH M		150
BUCK, CHARLES W		150
BUDLONG, BARRY I		150
BUDLONG, CULVER M		150
BUDLONG, SCOTT C		150
BUFFALO, WALTER A		150
BURGIO, JOHN		150
BURGIO, SALVATORE A MRS. JOSEPHINE BURGIO		150
BUSCAGLIA, JOHN		150
BYCK, ROBERT		150
CABELUS, NEIL P		150
CACCARD, MRSRUTH		150
CADELINA, DR WILFREDO		150
CAFFALL, PETER B		150
CALLAHAN, THOMAS		150
CAMERON, MICHAEL		450,000
CANTIN, MARIAN		150
CANTIN, RUTH M		150
CARAMAGNO, DOMINIC		150
CARICATO, MICHAEL A		150
CARTER, THERESA M		150
CASTIGLIONE, JOSEPH		150
CATIZONE, PAT		150
CAUDLE, DRALFRED		150
CAUDLE, ROBERT A		150
CAVAGNUOLO, SALVATORE F		150
CAVALIERI, MARK A		150
CAVALLARO, ANTHONY L		150
CAVALLARO, JOSEPH		150
CAVOLA, RONALD		150
CEBULSKI, CHESTER		150
CESARE JR, ALBERT		150
CHAPMAN, STEVEN R PAULA A.CHAPMAN JT/TNT		500
CHRAPLA, MICHAEL L		150
CHRISTIAN, KENNETH W		150
CHUFFAKER, CLIFFORD E		150
CIAFFAGLIONE, CARL J		150
CIFELLI, JOSEPH		150
CIMINO, JOSEPH & CONNIE JT/TNT		150
COAKLEY, JDAVID		150
COBLE, JOHN E		150
COFFMAN, CHERYL C		150
COFFMAN, PHILLIP W		150


NAME		No. SHARES
COLAVECCHIA, JOSEPH		150
CONNER, KENNETH W& CECILIA JT/TNT		150
CONTE, HELEN W & WILLIAM E		150
COOPER, DRGB& BETTY		150
CORNELL, LARRY		150
CRIPPEN, MARY LOUISE		150
CUDMORE, RUSSELL D		150
CURTIS, FRANKLIN		150
CUVA &, ANTHONY L JOSEPHINE CUVA JT/TNT		150
CYBART, EUGENE		150
CYBERT, GAYE		150
CYRILL, FRANK P& EARLENE JT/TNT		150
CZAJOWSKI, JAN & LODA		150
CZOP, JOSEPH I		150
DABKOWSKI, ROBERT J		150
DAVID JR, HENRI		150
DAVID, GEORGE AL		150
DAVID, JOHN		150
DAVIDS, DR HAROLD		150
DAVIDSON, CYNTHIA J		150
DAVIDSON, DAVID L		150
DAVIDSON, DONALD E		150
DAVIDSON, DOROTHY A		150
DAVIDSON, EDWARD M		150
DAVIDSON, JON V		150
DAVIDSON, PASCAL C		150
DAVIDSON, PHILLIP		150
DAVIDSON, ROBERT B		150
DAVIDSON, ROBERT G		150
DAVIDSON, ROBERT T		150
DAVIDSON, THOMAS		150
DAVIDSON, WAYNE		150
DAVIDSON, WENDELL H		150
DAVIDSON, WILLIAM P		150
DAVIDSON, WILLIAM W		150
DE BLASIO, STEPHAN A		150
DE FILIPPO, CARMEN		150
DE FLINES, ERNST G		150
DE LA PORTE, HENRY		150
DE VICTOR, PAM		150
DE VOLL, WILLYS		150
DEABILL, THOMAS E		150
DEBACHER, DE		150
DEBAGGIS, MICHAEL P		150
DEBELL JR, DR PETER		150
DEBELTRANG, SONJA		150
DEBLOIS, MARK H		150
DEBOLT, FRANK C		150
DEDMON, BOBBY G		150
DEFILIPPO, ALBERT D		150
DEFILIPPO, MARY J		150
DEIBEL, DAVID L		150
DEKLE, JOHN B		150
DERIMIGGIO, JOHN		150


NAME		No. SHARES
DEUBLER, DR MARTHA		150
DEVILLAFRANCA, EDWARD		150
DEVILLE, EDWARD A		150
DEVLIN, ROBERT J		150
DEVOL, ROBERT V		150
DIADAMO, NICHOLAS A		150
DIAMOND, JESSICA L		19,000
DIAMOND, MICHAEL		94,700
DIAMOND, MICHAL ESTHER		19,000
DIBALA, DR RICHARD		150
DIBBLE, FRANK B		150
DIBBLE, PETER N		150
DIBBLE, UEL		150
DIBELLA, JOHN R		150
DIBELLA, WILLIAM A		150
DICARLO, JOSEPH		150
DICARLO, JOSEPH & SUSAN JT/TNT		150
DICARLO, JOSEPH CUSTODIAN/JOHN DICARLO		150
DICARLO, JOSEPH CUSTODIAN/JOSEPH DICARLO		150
DICARLO, JOSEPH CUSTODIAN/STEPHEN DICARLO		150
DICKER, HENRY & ROCHELLE JT/TNT		150
DIEBLER, HERMAN G		150
DIEBOLD, A RICHARD		150
DOBAJ, RAYMOND		150
DOBKIN, DR DENNIS		150
DOBLAR, DR DENNIS		150
DOBULER, DR KENNETH		150
DODGE, DAVID		150
DODGE, DOUGLAS		150
DODGE, JAMES T		150
DODGEN, CHARLES L		150
DODGEN, CHARLES W		150
DONLAN, DAVID R& RUTH E JT/TNT		150
DONNA, GARRY H		150
DONOHUE SR, JAMES C JAMES C.DONOHUE JR.		150
DOUBLER, BERNARD J		150
DOUVILLE, ARTHUR		150
DOYKER, JOHN S		150
DOYLE, JAMES V		150
DOYLE, KEVIN M		150
DOYLE, MICHAEL A		150
DOYLE, MICHAEL E		150
DOYLE, MICHAEL O		150
DOYLE, PETER		150
DOYLE, PHILIP		150
DOYLE, ROBERT W		150
DOYLE, SHEILA		150
DOYLE, THOMAS		150
DOYLE, WALTER E		150
DOYLE, WILLIAM		150


NAME		No. SHARES
DREYER, JEANETTE M		150
DUBIEL, ERNEST F		150
DUBILL, EDWARD A		150
DUBOFF, JAMES A		150
DUBUC, TERI		150
DUDCHIK, TOM		150
DUDEK, BRONISLAW		150
DUDEK, JOHN		150
DUDKOWSKI, JOSEPH & JADWIGA		150
DUDLEY, GARY E		150
DUDLEY, HA		150
DUDLEY, JIMMIE G		150
DUDLEY, JOHN P		150
DUDLEY, STEPHEN		150
DUFFIELD, BRUCE M		150
DUVALL, DR DAVID		150
DUVALL, KEN		150
DUVALL, ROBERT L		150
DYE, ROBERT C		150
DYGERT, DAVE		150
DYKE, DAVID L		150
DYKEMA, JONATHAN S		150
DYKEMA, ROGER S		150
DYKEMAN, RICHARD A		150
DYKES, DR EARL		150
DYKES, JOHN		150
DYMON, JOHN		150
DZIECIUCHOWSKI, EUGENE		150
EAKLE, DARREL W		150
EBEL, DR HARVEY		150
EBELING, EDWARD J		150
EBELL, ALLAN C		150
EDELBERG, HENRY R		150
EDELKIND, PATRICIA		150
EDELSTEIN, BETTINA O		150
EDELSTEIN, GUNNAR A		150
EDGAR JR, DR EDWARD		150
EDGAR, LLOYD		150
EDGE, JULIAN D		150
EDGERLY, SHARON L		150
EDLY, ALAN		150
EDMISON, ALLEN C		150
EDMISTON, ROBERT M		150
EDMONDS, NORMAN D		150
EDMONDS, ROBERT E		150
EDMONDSON, CHARLES K		150
EDMONSON, NATHAN		150
EDMUNDSON, ROBERT T		150
EIDUKS, DR JOSEPH		150
EVELAND, ROY R		150
EVERHART, GERALD W		150
EYLWARD, JAMES F		150
FADEL, DR SKINA		150
FEIDELSON JR, CHARLES		150
FERRIN, LINDSEY		450,000
FIEDLER, FRANCES		150
FIFIELD, CHARLES F		150


NAME		No. SHARES
FIFIELD, GERALD F		150
FINGLAND JR, THOMAS H		150
FLANAGAN, JAMES P		150
FRANCHELL, RAYMOND & MARILYN JT/TNT		150
FRENTSOS, GEORGE A FOR MARK, JOSEPH, PAUL		150
GABEL, ARTHUR B		150
GABLE, BILL G		150
GADHIA, VINOD S		150
GAFFGA, LEONARD		150
GAIDJUNAS, FRANK		150
GAMBOAIN, MICHAEL		150
GATTELARO, JOSEPH		150
GAVALLAS, JOHN C		150
GAVLAK, WILLIAM M		150
GAYLORD, MERLIN J		150
GAYLORD, THOMAS K		150
GEBEL, RONALD B		150
GEBHARDT, DR CHARLES		150
GELEWSKI, PAUL		150
GENAZZIO CUST/FOR, ADAM GENAZZIO		150
GENAZZIO, ADAM & BETTY JT/TNT		150
GERLACH, CHESTER E& MARY ROBERT C. & TESSIE GERLACH		150
GESAULDO, RALPH		150
GEVALT, FREDERICK C		150
GIANGRELO, CARMELA		150
GIARDINA, MISS CAROLINA		150
GIBILARO, JOSEPH H		150
GIEBMANNS, KARL H		150
GIEHRL, GEORGE		150
GOBBLE, JACK L		150
GODBOUT, GREGORY		150
GODBURN, BRIAN D		150
GODBY, JAMES HENRY		150
GODEK, RICHARD E		150
GODEL JR, LAIMON W		150
GODFREY JR, CHARLES		150
GODFREY, CHESTER J		150
GODFREY, EDWARD W		150
GODFREY, LOREN		150
GOEBEL, WALTER		150
GOLD, DAVID		150
GOLDER, DOUGLAS F		150
GOLDEY, JOHN S		150
GOLDSTEIN, ROBERT		500
GOOD, EDWIN M CAROL GOOD JT/TNT		150
GOODALL, ROBERT R		150
GOODELL, CHARLES		150
GOODELMAN, ALAN		150
GOODELMAN, HILDA		150
GOODMAN, GENE W		150
GOODMAN, J		150
GOODMAN, JOHN D		150


NAME		No. SHARES
GOODMAN, JOHN E		150
GOODMAN, ROBERT A		150
GOODMASTER, EUGENE		150
GOODWINE, CHRISTINE L		150
GORLEWSKI, ALOIS J& BONNIE M JT/TNT		150


GREEN, MELVIN A		150
GRUNDNIEWSKI, JEROME		150
GRYGLEWICZ, ANDREW		150
GUBALA, ROBERT W		150
GUDGER, JOSEPH W		150
GUDLEWSKI, JOSEPH W		150
GUYDEN, DR THOMAS		150
GYLE, ROBERT B		150
HADFIELD, WALTER		150
HADID, PHILIPPE E		150
HADLEY, PETER		150
HAKIM, FAEZ		150
HALL, DONALD S		150
HALL, JUDITH I		150
HALLOWAY, MICHAEL		150
HAMBURG, MORRIS & RUTH		150
HARALAMBIDES, ALEXANDER		150
HASBROOK, DANIEL T		150
HAYDEN, AMY K		150
HAYDEN, CAROL		150
HAYDEN, DEANE		150
HAYDEN, DRPATRICK		150
HAYDEN, LESLIE J		150
HAYDEN, MICHAEL E		150
HAYLLAR, RUSSELL W		150
HAYMAN, RJACK		150
HAYMES, MICHAEL		150
HAYMES, MRSADELINE M		150
HEADLEY, WILLIAM V		150
HEAP, HAROLD W		150
HEAVLIN, DR ROBERT		150
HEBBERD, HARRY A		150
HECKMAN, ROBERT		150
HEDBERG, RONALD M		150
HEDBERG, STEPHEN H		150
HEDEMAN, WILLIAM		150
HEDGES, DAVID M		150
HEDLEY, ROBERT		150
HEEKIN, STEPHAN P FOR KAREN,STEPHAN,TERESA		150
HEFLER, JOHN		150
HEIDEL, DAVID E		150
HEININGER, ROSEMARY		150
HELMAR, RLARRY		150
HENCK, THOMAS & HARRIET JT/TNT		150
HENDERSON JR, GEORGE MRS. HELEN HENDERSON		150
HERNANDEZ, JAMES		150
HERSHOFF, YOCHEVED MS ACQUISITION CORP.		4,150
HESSHEY, DONALD K		150


NAME		No. SHARES
HEYBOER, DR DONALD		150
HEYD, WILLIAM		150
HEYMANN, STEPHEN		150
HILL, DENNIS		150
HIRSTO, PATSY C		150
HOBGOOD, MARI PEREZ		150
HOBLITZELL, WOODY		150
HOBOKEN, CYNTHIA S		150
HODGE, CURTIS J		150
HODGE, ROBERT W		150
HODGES JR, H		150
HODGES, DEWEY H		150
HODGES, DR THOMAS		150
HODGES, FRED L		150
HODGES, JAMES M		150
HODGES, JAMES P		150
HODGES, JOHN		150
HODGES, JOHN E		150
HODGES, MARK C		150
HODGES, RICHARD R		150
HODGINS, DONNA S		150
HODGMAN, DONALD R		150
HODGMAN, THOMAS		150
HOEFFLINGER, JOSEPH O		150
HOFECKER, JUDITH E		150
HOFFBERG, WILLIAM		150
HOFFMAN, ANTHONY		150
HOFFMAN, CHRISTOPHER		150
HOFFMAN, DAVID		150
HOFFMAN, DR PAMELA		150
HOFFMAN, DRWAYNE		150
HOFFMAN, EDWIN A		150
HOFFMAN, GEORGE M		150
HOFFMAN, HAROLD		150
HOFFMAN, HERBERT S		150
HOFFMAN, JRODGER & MARY K		150
HOFFMAN, PETER		150
HOFFMAN, RALPH		150
HOFFMAN, RICHARD H		150
HOFFMAN, ROSS M		150
HOFFMAN, THERESA		150
HOFFMAN, TIM		150
HOFFMAN, TIMOTHY R		150
HOFFMAN, WALTER		150
HOFMANN, RICHARD D		150
HOIKALA, WILLIAM		150
HOOVER, WAYNE		150
HOVHANESIAN, JEFFREY		150
HUBBELL, HENRY		150
HUBER, JAMES W		150
HUDGENS, JAMES E		150
HUDGINS, JEFFREY		150
HUDOCK, WILLIAM J		150
HUFFAKER, C		150
HUFFAKER, PHYLLIS L		150
HUFFMAN, GEORGE M		150
HUFFMAN, RANDALL		150


NAME		No. SHARES
HUNT, EXECUTOR, JAMES EDGAR C/O FRANK C. JONES		150
HUTTLESTON, EDWARD		150
HUYDIC, RICHARD G		150
HUYLER, HELEN		150
HYDE III, PAUL A		150
HYDE, GORDON		150
HYDE, JAMES A		150
HYDE, RICHARD C		150
HYDER, JUNE T		150
HYDRICK, PETER		150
HYLAN, WILLIAM		150
HYLAND JR, THOMAS		150
HYLAND, DR JOHN		150
HYLAND, WILLIAM		150
HYLTON, WARREN P		150
HYMAN, BARRY		150
HYMAN, DANIEL		150
HYMAN, HERBERT		150
HYMAN, THOMAS		150
IDE, CURTIS		150
IDEMAN, KARL E		150
IODICE, AUSTIN		150
IVANIC, WILLIAM J		150
JABALEY, ANDY		150
JABLONSKI, ZYGMUNT		150
JABLONSKY, EDWARD CARL		150
JACKMAN, WILLIAM & VIRGINIA		150
JAKIEL, NANCY P		150
JAKUBA, EVA		150
JAKUBCY, SUSAN		150
JAKUBECY, RICHARD		150
JASZEWSKI, CASIMER		1,000
JASZEWSKI, HELLA T		1,000
JEDLICKA, JAY J		150
JEFKINS, NETTIE		150
JENCZKA, RICHARD R		150
JOHNSON, WARREN D		150
JONES, FRANK C		150
JOYCE, JOHN A		150
JUDGE, EDWARD L		150
JUDGE, THOMAS R		150
JUDKINS, MONTE T		150
KAUFFMAN, BARBARA E		150
KAUFFMAN, KENNETH		150
KAUFFMAN, RICHARD		150
KAUFFMANN, JOHN T		150
KAUFFMANN, NORMAN J		150
KAUFMAN, DR WILLIAM		150
KAUFMAN, DRMICHAEL		150
KAUFMAN, HARRY		150
KAUFMAN, JOSEPH		150
KAUFMANN, CHARLES		150
KAUFMANN, ROBERT		150
KAYLIE, JERRY		150
KAYLOR, JAMES		150
KEBABIAN, JOHN		150


NAME		No. SHARES
KEBBEKUS, BRUCE P		150
KEBBEKUS, JUDITH C		150
KEEBLE, JOHN B		150
KEMPF, DALE F		150
KENNARD, NORMAN JAMES		150
KENNY, EDWARD		450,000
KIBLER, JANE C		150
KICH, FREDERICK		150
KIEFHABER, EDWARD L		150
KIEFHABER, JAMES E		150
KINCZEL, MICHAEL		150
KING, WARREN		150


KLAPP, JOSEPH G		150
KLEM, FRANK & GERTRUDE JT/TNT		150
KNAPP, BRUNHILDA R		150
KOBLENTZ, JOEL M		150
KOFFLER, DRBARRY		150
KOMISAR, JERRY		150
KORKUE, WILLIAM & NELLIE JT/TNT		150
KOVACIK, THOMAS L		150
KOVACS, ETELKA		150
KOVACS, JOSEPH		150
KOVACS, RICHARD B		150
KOVACS, ROBERT G		150
KOVACS, VELMA S		150
KOVALSKY, MARY		150
KOVEL, STEPHEN		150
KOZAK, ANTONIN		150
KRAISINGER, REGIS & WILLIAM JT/TNT		150
KUBICKO, MARY		150
KUDEJ, JAMES M		150
KUEBLER, HERMAN J		150
KUHN, MARGARET S		150
KURGAN, PAUL		150
KUSHNER, DAVID		450,000
KYLE, ALAN M		150
KYLE, JVERNON		150
LA MORTE, PATSY		150
LA VAKE, JOHN C		150
LA VIGNE, HARRY		150
LABELLA, LOUIS P		150
LABELLA, WILLIAM		150
LACHMAN, SOL & RACHAEL		1,000
LAFFODAY, SAMUEL K		150
LAFLER, CC		150
LAIDIG, WILLIAM		150
LAMBERT, ALAN & DEECE JT/TNT		150
LANDI, JOHN J& MARY JT/TNT		150
LANDSMAN, WILLIAM B WILLIAM B.LANDSMAN JR. JT/TNT		150
LANE, RICHARD		900
LAUX, DAVID F		150
LAVALLEE, MEREL E		150


NAME		No. SHARES
LAVALLEY, GARY W		150
LAVELLE, GEORGANN		150
LAVELLE, MICHAEL N		150
LAVELY, LOIS		150
LAVIGNE, GARY		150
LAYMAN, JOSEPH P		150
LAYMAN, MYRON W		150
LEADBETTER, GEORGE D		150
LEDBETTER, JAMES L		150
LEDBETTER, LARRY		150
LEDBETTER, PAUL L		150
LEDBETTER, WILLIAM T		150
LEDFORD, DR LARRY		150
LEDUC, BARBARA N		150
LEFEBVRE, ROBERT		150
LEFKOE, MORTY R		150
LEFKOFF, MARVIN V		150
LEFKOWITZ, DR SEYMOUR		150
LEFKOWSKI, JOSEPH W		150
LEIBLER, SARISON		150
LEIBMANN, JUDITH		150
LENARDO, MRS MARY		150
LENOX, FRANK T		150
LEONE, JAMES		150
LESINSKI, LORA		150
LESINSKI, PAUL E & BARBARA		150
LETTAU, SOPHIA T		150
LEVACK, DAYNA M		150
LEVACK, HARVEY W		150
LEVINE, CHARLES J		150
LEVINE, MRS LINDA R		150
LEWIS, RICHARD		150
LIDAK, MICHAEL J		150
LIEBKE, WILLIAM		150
LIEBMANN, BRUCE M		150
LIEBMANN, KARL OTTO C		150
LITTLE, MISS LAURA		150
LIVELY, HOYT		150
LIVOLSI, MARC A		150
LOBEL, JESSE		150
LODGE, DAVID		150
LOFGREN, ROBERT		150
LOVEGROVE JR, FRED H		150
LOVEJOY, JONATHAN		150
LOVELACE, DONALD S		150
LOVELESS, DR MARY		150
LOVELESS, GRADEN E		150
LOVELESS, JOHN		150
LOVELL, F		150
LOVELL, STEPHEN		150
LOVELL, STEPHEN J		150
LOVICH, GEORGE E		150
LOWENHAUPT, ROBERT & CHARLOTTE JT/TNT		150
LOYD, J		150
LOYD, JOSEPH		150
LOYLESS JR, PEDWARD		150
LUBANSKI, ANDREW S		150


NAME		No. SHARES
LUBANSKI, ANDREW S& RISHINE		150
LUBCHANSKY, NATHAN		150
LUBELL, MICHAEL		150
LUBLIN, GERRY		150
LUBLIN, RAYMOND		150
LUBLIN, SHERMAN D		150
LUBOCHINSKI, CHARLES		150
LUDEMANN, JOHN K		150
LUDEMANN, STEVEN		150
LUKE, PAUL R		150
LUXENBERG, AMY D		19,000
LUXENBERG, STEPHANY		19,000
LUXENBERG, SUZANNE		94,700
LYALL, DAVID E		150
LYBARGER, DR JEFFREY A		150
LYKOUDIS, MICHAEL N		150
LYLE, JAMES R		150
LYLE, ROBERT		150
LYMAN, JOHN		150
LYMAN, JOHN E		150
MAC NEILL, PAUL G		150
MADAFFARI, STEPHEN S		150
MADAMA, EDWARD R		150
MADDOCKS, J WARNER		150
MADHANI, ARUN		150
MADIGAN, JOHN B		150
MAGDOVITZ, BERNARD		450,000
MAIDMAN, DR LEONARD		150
MAKHIJANI, DR MIRA J		150
MAKUCH, JOHN A		150
MANDEVILLE, OLGA		150
MANUCE, RICHARD ELIZABETH A.MANUCE JT/TNT		150
MARSH, PHILIP J DAVID P.MARSH JT/TNT		150
MARSHALL, GERALD & BERNADINE		150
MARSHALL, GERALD A		150
MARSHALL, RICHARD E		150
MATRONIANO &, SALVATORE JESSIE MATRONIANO JT/TNT		150
MAUS &, RICHARD ELIZABETH ANN MAUS JT/TNT		150
MAYBANK, DRALLYS		150
MAYCEN, DALE		150
MAYFIELD, DRR		150
MAYFIELD, JIMMY D		150
MAYFIELD, WILLIAM A		150
MAYHER, WILLIAM E		150
MAYHEW, ALBERT P		150
MAYHEW, DAVID		150
MAYHUE, BOB		150
MAZZO, LOUIS G& ISABELLE		150
MC DONALD, EVELYN D		150
MCCALLEY, THOMAS C/O PRIMUS CONSULTANT		150
MCCARTNEY, JAMES I		150


NAME		No. SHARES
MCCLENATHAN, ROBERT E		150
MCGINLEY, MICHAEL DANIEL		150
MCGINNIS, GEORGE		150
MCKEAN COUNTY ANIMAL HOSPITAL		150
MCLAUGHLIN, THOMAS		150
MEDEIKA, J		150
MEDKEFF, JACK A		150
MEDLEY, BOBBY R		150
MEDLEY, WARREN E		150
MEDLIN, MICHAEL W		150
MEDLIN, WAYNE D		150
MELLANDER, CHARLES & HELEN JT/TNT		150
MELZER, IRA J		150
MERZEL, BERNARD		500
MERZEL, BEVERLEY		500
MERZEL, MOISHEL c/o ROSE ANIS		4,000


MERZEL, ROSE		7,000
METZ, HORACE & MARGARET JT/TNT		150
MEYER, ESTHER		4,000
MEYER, WARREN C		150
MICSINAY SR, LOUIS		150
MIDDLEBROOKS, PB		150
MIDDLETON, ROBERT V		150
MIDDLETON, WILLIAM W		150
MIDFORD, GIL		150
MIDGETTE, DR M		150
MIDGLEY, DENNIS E		150
MIDKIFF, RICHARD L		150
MIKELL, LISA		150
MIKELS, RICHARD T		150
MIKHAIL, ELIA H		150
MIKKELSEN, SCOTT A		150
MIKKILINENI, DR RAO		150
MILLER, DAN C/O CARLDAN PLASTICS		150
MINOQUE, THOMAS		150
MINUCCI, VINCENT C/O DONIN CONSTRUCTION		150
MOAKLEY, CHARLES W		150
MOBLEY JR, TAZE R		150
MOBLEY, CWAYNE		150
MOBLEY, DR JAMES		150
MOBLEY, JAMES E		150
MOBLEY, RALPH D		150
MOLNAR, MARIE P		150
MOORE, KATHLEEN C GARY R.MOORE JT/TNT		150
MORRISSEY JT/WROS, STEPHEN & CLAIRE		150
MOUNTAIN, ISABEL M		150
MOYLAN, E		150
MOYLAN, JOHN		150
MR HARRY A EDELSTEIN		150
MURPHY, HAROLD F		150


NAME		No. SHARES
MYERS, BARBARA EBOORADY		150
MYHAND, JEFFREY R		150
MYLCHREEST, DAVID B		150
NABOICHECK, ROBERT		150
NADEL, MICHAEL		150
NADELMAN, DR MELVIN		150
NAPIORKOWSKI, WITOLD M		150
NAYLOR, JOHN		150
NAYLOR, MARLIN		150
NAYLOR, RAYMOND L		150
NEEDHAM, DOTTIE		150
NEIDLINGER, ORLAND R		150
NEIDLINGER, PETER		150
NESSER, MATTHEW		450,000
NEUBERGER, ISOBEL		150
NEUBIG, WILLIAM C		150
NEUFELD, DR MILTON		150
NEUFELD, STEPHEN		150
NEVILLE, SUSAN L		150
NEVILS, CARL E		150
NEWELL, RICHARD L CAROL E. NEWELL JT/TNT		150
NIEDOBER, IRWIN		300
NOBLE, DAVID A		150
NOBLE, FRANK C		150
NOBLE, HENRY		150
NOBLE, JAMES W		150
NOBLE, MORRELL E		150
NOVAK, DR DANIEL		150
NOVAK, NORMAN		150
NOVAKOUSKI, ALLEN		150
NOVICK, ALVIN		150
NOVICKI, ELISA		150
NOVICKI, ROBERT H		150
NUGENT, REV RAYMOND H		150
NYLEN, SAMUEL		150
OAKFORD, RICHARD W		150
OAKLEY III, ELLWORRD		150
OAKLEY, FRANK J		150
OAKLEY, WILLIAM R		150
OBUCHOWSKI, WALTER R		150
ODLUM, HARRIET D		150
ODOM, DR GEORGINA		150
ODOM, MICHAEL J		150
ODOM, PHILLIP C		150
ODOM, RUDY		150
ODUM, CAREY W		150
ODUM, DR SUSAN		150
ODUM, EUGENE		150
OESTREICH, ALAN E		150
OKEEFE, DANA		150
OKEEFE, LAWRENCE P		150
OKEEFE, WILLIAM F		150
OLCZAK, WALTER		150
O’NEILL, THOMAS W		150
ORBAKER, ROLAND R		150
ORLEN, ARNOLD LESLIE TANZMAN JT/TNT		150


NAME		No. SHARES
OSBER, MARTIN		7,000
OYGARD, NORVALD		150
PADDOCK, WILLIAM		150
PADGETT, JOEL		150
PADGETT, NORMAN R		150
PADGETT, RICHARD		150
PADILLA, ABEL G		150
PADUCH, DAVID S		150
PAFUMI, SHERRY		150
PAKULA, SHEILA		150
PALERMO, DONALD JULIE ENGEL PALERMO JT/TNT		150
PAOMESSA, LOUIS J		150
PARRILLO, FRANK J& JEAN K JT/TNT		150
PARRISH, HAROLD & DOROTHY M JT/TNT		150
PAULUS, AUDREY & PETER R		150
PAVELEC, CHRISTOPHER S		150
PAVLINET, JOHN		150
PAVLO, DR MARIA		150
PEDIGO, HUGH M		150
PEEBLES, RICHARD J		150
PERRY &, DAVID LAURA PERRY JT/TEN		150
PERRY, STEPHEN D		150
PESCE, ROCCO & ELIZABETH JT/TNT		150
PETRANTO, SAMUEL M& MARY D		150
PETSOS, EITSA C		150
PFAFF, WARREN G		150
PFEFFER, JOHN R		150
PFEIFER, HENRY C		150
PFEIFER, WALTER		150
PFEIFFER, BERNARD		150
PFEIFFER, ISOBEL		150
PFEIFFER, RAYMOND LOUIS		150
PFEIFFER, ROBERT T		150
PFEIL, ROY S		150
PFIEFFER, JIMMY R		150
PFLUEGER, WILLIAM A		150
PHELPS, BRUCE B		150
PHILLIPS, RICHARD & MARION		150
PICKER, ELLEN		450,000
PIKUZINSKI, EDMUND		150
PISCIOTTO, MARTIN		150
PLACIDE, GRACE		150
PODEL, HERBERT		150
PODGWAITE, FRANK C		150
POETKER, ROBERT		150
PRESCOTT BALL, TURBEN &		150
PRZEPASNIAK, WALTER J		150
PULVER, WILLIAM E LAURIE J.PULVER JT/TNT		150
PYBUS, RICHARD J		150
PYLANT, JOHN W		150
PYLE, SUZANNE		150


NAME		No. SHARES
QUAYLE, DRJAMES		150
QUIRK, PARTICK J		150
QUIRK, TIMOTHY F		150
QUIRK, VICTORIA & JOSEPH R		150
RABACH, MARTIN		150
RADCLIFF, CHARLES T		150
RADIGAN, JOSEPH		150
RADLOFF, RICHARD		150
RAFKIND, DR A BENJAMIN		150
RAVAGE, STEPHEN H		150
RAVILLE, STEPHEN E		150
RAVIOLA, FRANK D		150
RAVLIN, FW		150
RAYBURN, BOYD		150
RAYBURN, SHIRLEY M		150
RAYFIELD, ALLAN L		150
RAYMAN, JOSEPH L		150
RAYMOND JR, HENRY F		150
RAYMOND, DAN		150
RAYMOND, M		150
REAVELEY, MARGARET M		150
REAVELY, RICHARD T		150
REAVILL JR, ALBERT		150
REDAK, HARVEY E		150


REDELLA, ROBERT N		150
REDGATE, WA		150
REDMAN, GEORGE L		150
REDMON, CHARLES		150
REDMOND, LARRY		150
REDMOND, THOMAS J		150
REDMOUNT, ROBERT S		150
REEG, DONALD H & CARMEL		150
REENERS, MARIE		150
REHWINKLE, JOE & MICKEY HARRIS		150
REILLY, HELEN P		150
REISS, HOWARD K		150
RESNICK, BARRY		150
REVELL, DENNIS B		150
REVELL, ROBERT H		150
REVELS, DON		150
REYMERS, ROBERT		150
RIBAK, ARTHUR		150
RIDDLE, DR MARK		150
RIDDLE, JAMES E		150
RIDDLE, JENNIE L		150
RIDGEWAY, PAUL A		150
RIDGEWAY, ROYCE B		150
RIDICK, ROBERT J		150
RIDLEY, CLARENCE		150
RIDLEY, ELEANOR H		150
RIEDEL, ROBERT W		150
RIETHMEIER, ALTON F		150
RIEVMAN, ALAN C		150
RIFKIN, HENRY		150
RIVELLI, MICHELLE		150
RIZZO, GAETANO		150
ROACH, MRS MARY ANN		150


NAME		No. SHARES
ROBELEN, GEORGE		150
ROBERTELLI, ANGELA & MARIO		150
ROBIDOU, ALBERT J		150
ROBIDOUX, JOSEPH		150
ROBLEE, LOUIS W		150
ROBOHM, JOHN		150
RODACK, DONNA S		150
RODACK, THOMAS		150
RODBELL, SIDNEY		150
RODELL, MICHAEL		150
RODEMANN, WILL B		150
RODFSKY, MITCHELL		150
RODGERS II, RICHARD		150
RODGERS JR, WRALPH		150
RODGERS, HAROLD E		150
RODGERS, JOHN A		150
RODGERS, KNOX		150
RODGERS, THOMAS M		150
ROGERS JR, CLARENCE		150
ROJEK, NEIL		150
ROSE, RICHARD		150
ROSENBERG, FREDA		150
ROWE, SANFORD M		150
ROWLEY, RICHARD D		150
ROYAL, A RICHARD		150
ROYAL, CHARLES		150
ROYAL, DAVID B		150
ROYCE, JAMES		150
ROYCE, JILL W		150
ROZEWICZ, WALTER		150
RUBALCABA, JIMMY W		150
RUBEL, DAVID C		150
RUBLE, STEVEN M		150
RUBLER, RONALD S		150
RUDICEL, DR SALLY		150
RUDNER, LEONARD & IRENE JT/TNT		150
RUDOLPH, ALAN G		150
RUDOLPH, DR RICHARD		150
RUDOLPH, RICHARD A		150
RUDOLPH, ROLLAND R		150
RYALS, PATRICIA J		150
RYBERG, JOHN C		150
RYBICKI, FRANK		150
RYDEN, JOHN		150
RYDER, PAUL A		150
RYGIEL, PAUL E		150
RYLES, ROYCE D		150
SABEL, JOEL C		150
SABOL, GERALD		150
SADLER JR, CJ		150
SADLER, DAVID		150
SADLER, LOIS		150
SAFFOLD, PAULL W		150
SAFFOLD, THOMAS M		150
SAFIER, ALICE		150
SALVATORE, JAMES D		150


NAME		No. SHARES
SARAF JR, JOHN		150
SARNO, POLO N		150
SAUBLE, WILLIAM C		150
SAVAGE, AUTHER L		150
SAVAGE, DR NORMAN		150
SAVAGE, JAMES H		150
SAVAGE, JOSEPH		150
SAVAGE, PHILIP K		150
SAVAGE, ROBERT H		150
SAVELL, ABRAHAM		150
SAVVIDIS, ANDREAS E		150
SAYLER, JOHN		150
SAYLES, HAROLD D		150
SAYLOR, JACQUELYN		150
SCAGLIONE, JAMES F		150
SCHINDO, MRSANN		150
SCHLANSER, JEROME & PAULINE		150
SCHNEIDER, FREDERICK A		150
SCHOLL, VALENTINE		150
SCHORF, ELIZABETH		150
SCHROEDER, VICTOR F		150
SEBOLT, CARL		150
SEDGLEY, RONALD M		150
SEDICH, ALEXANDER		150
SEDLAK, PAUL P		150
SEIDEL, JOHN K		150
SEIDEMANN, DAVID		150
SEIDMAN, MARTIN		150
SEOSTROM, LILLIAN & IRVING JT TNT		150
SEVICK, GEORGE		150
SEVILLE, DOUGLAS		150
SEYBOLD, RENATE B		150
SEYDEL, RUTH		150
SEYMOUR, DON		150
SEYMOUR, DONALD S		150
SEYMOUR, ELLEN		150
SEYMOUR, HARLAN F		150
SEYMOUR, PATRICIA A		150
SEYMOUR, WALLACE E		150
SIBAL, ABNER		150
SIBLEY III, JOHN		150
SIBLEY, GT		150
SIDMAN, ARNOLD		150
SIDOLI, LOUIS		150
SIEKMANN, DONALD C		150
SIENKIEWICZ, WALTER		150
SIMONS, BENTON R		150
SIVJEE, XHALIL Y		150
SKAGGS, GLEN E		150
SKELLEY JR, JOSEPH		150
SKELLY, BOB		150
SKELSKIE, DR JACK		150
SKELTON JR, H		150
SKELTON, CHARLES		150
SKELTON, JAMES P		150
SKELTON, JOHN E		150


NAME		No. SHARES
SKELTON, JOHN R		150
SKIDD, THOMAS P		150
SKIDGEL, JANE		1,000
SKLADZIEN, STEPHEN		150
SKLAR, JESSE L		150
SKLARSKY, RICHARD A		150
SKLENKA, ROBERT L		150
SKOGLUND, GARY E		150
SKOGLUND, MICHAEL J		150
SKOGNES, JAMES A		150
SKOK, CRAIG R		150
SKOLNICK, DAVID		150
SKOLNICK, JEROME		150
SKOOG, DAVID R		150
SMIROLDO, EMERLINDA		150
SMITH, JUNE		150
SMITH, MICHAEL E		150
SNOPKOWSKI, RICHARD & MARJORIE		150
SOBEL, JOHN		150
SOBEL, LILIAN		150
SOCHA, WILLIAM D		150
SOFMAN, PETER D		150
SOFRANKO, RICHARD		150
SOKOL, STEPHEN S		150
SOKOLOSKI, THOMAS J		150
SOKOLOWSKI, DR KENNETH		150
SOKOLOWSKI, ROBERT		150
SOKOLOWSKI, ROBERT S		150
SOUTHWARD INVESTMENT LLC		200,000


SPECTOR, NORMAN V & HELEN R JT/TNT		150
SPENCER, ROBERT G		150
SPINDER, GREG		450,000
SPURLING, DONALD L		150
STEFKO, JOHN		150
STRONG, WARNER & MARY F JT/TNT		150
STURMER, DAVID M& JANE E JT/TNT		150
SUDAK, PAUL E		150
SUDELL, BONNIE		150
SUDELL, LOUISE C		150
SUKENIK, DOVID C/O MS ACQUISITION CORP.		19,000
SUKENIK, JOSEF C/O MS ACQUISITION CORP.		19,000
SUKENIK, RACHELLE C/O MS ACQUISITION CORP.		94,700
SUKENIK, SHIRA C/O MS ACQUISITION CORP.		19,000
SUKENIK, SHRAGA C/O MS ACQUISITION CORP.		19,000
SUKHIA, SAROSH P		150
SYDOW, JOHN H		150
SYKES, DONALD B		150
SYKES, NATHAN M		150


NAME		No. SHARES
SYKES, RICHARD C		150
SYKES, WILLIAM J		150
SYLOR, PHIL		150
SYLVAIN, DAVID P		150
SYLVESTER, JOHN		300
SYMMERS, WILLIAM G		150
TABAKA, VICTOR P		150
TABLADA, JULIAN		150
TAKACH, PATRICIA		150
TAKACS, EDITH E		150
TAKLE, LEIV M		150
TAYLOR JR, DR WILLIAM		150
TAYLOR JR, WALTER R		150
TAYLOR, ALAN F		150
TAYLOR, ALEXANDRA UTGO		150
TAYLOR, ALLAN B		150
TAYLOR, BARBARA		150
TAYLOR, CHARLES		150
TAYLOR, CHARLES CHATFIELD		150
TAYLOR, CHRISTOPHER B		150
TAYLOR, CLYDE		150
TAYLOR, CLYDE E		150
TAYLOR, COLE M		150
TAYLOR, DARRELL E		150
TAYLOR, DCHRISTOPHER		150
TAYLOR, DENNIS L		150
TAYLOR, DENNIS T		150
TAYLOR, DONALD B		150
TAYLOR, DR JEROME		150
TAYLOR, DR JOAN		150
TAYLOR, DR LINDA		150
TAYLOR, DR PAUL		150
TAYLOR, DR RICHARD		150
TAYLOR, EDWARD J		150
TAYLOR, EUSTACE H		150
TAYLOR, FRANK J		150
TAYLOR, GEORGE		150
TAYLOR, GEORGE J		150
TAYLOR, HENRY L		150
TAYLOR, HOWARD R		150
TAYLOR, HUGH		150
TAYLOR, JACK E		150
TAYLOR, JAMES O		150
TAYLOR, JAMES W		150
TAYLOR, JOHN		300
TAYLOR, JOHN R		150
TAYLOR, JOHN W		150
TAYLOR, JOSH		150
TAYLOR, KENNETH		150
TAYLOR, LARRY H		150
TAYLOR, LINDA		150
TAYLOR, MARY		150
TAYLOR, MERTIE P		150
TAYLOR, PETER T		150
TAYLOR, R		150
TAYLOR, RCHAPMAN		150
TAYLOR, RICHARD E		150


NAME		No. SHARES
TAYLOR, RICHARD L		150
TAYLOR, RICHARD T		150
TAYLOR, ROBERT		300
TAYLOR, ROGER		150
TAYLOR, ROGER M		150
TAYLOR, SARA B		150
TAYLOR, SCOTT D		150
TAYLOR, STACEY L		150
TAYLOR, TERRY		150
TAYLOR, TERRY L		150
TAYLOR, THOMAS G		150
TAYLOR, THOMAS J		150
TAYLOR, THOMAS W		150
TAYLOR, VERL D		150
TAYLOR, WADE D		150
TAYLOR, WILLIAM		150
TAYLOR, WILLIAM S		150
TEDFORD, DEBORAH		150
TEDFORD, DEBRA A		150
TEDFORD, KENNETH N		150
TEN SPOT INVESTMENT, CLUB		150
THALER, ELIZABETH & OTTO JT/TNT		150
THOMAS, BRIAN		450,000
THOMPSON, MRS KILLIANE		150
THORP, BRIAN D		150
THROM, IDA B		150
TIBBALL, GEORGE E		150
TIBBLES, KENNETH M		150
TIBLIER, JOE		150
TIDMORE JR, DR THOMAS		150
TIEDEMANN, ROBERT J		150
TIETJEN, ROBERT H		150
TOBIN, ALEXANDER		150
TODD, THOMAS		150
TODEBUSH, RICHARD A		150
TODHUNTER, FREDERICK J		150
TOPER, STELLA & MATHEW JT/TNT		150
TOUBMAN, BRIAN		150
TRAMDOT DEVELOPMENT CORP		280,160
TYCHSEN, ALFRED		150
TYGIELSKI, GERALD A		150
TYLEC, DR LEO		150
TYLER, CHARLES I		150
TYLER, EDWARD		150
TYLER, LINWOOD G		150
TYLER, LOUISE B		150
TYLER, PETER P		150
TYLER, RUSSELL		150
TYLER, SHELDON L		150
TYLER, STEPHEN R		150
TYLER, THOMAS G		150
TYLER, TIMOTHY F		150
TYMNIAK, PAUL R		150
TYMON, RICHARD A		150
UFLAND, ALAN		150


NAME		No. SHARES
UTTS, NORMAN L & LEAONE		150
VINCI, MATTHEW MARILYN VINCI JT/TNT		150
VOLL, RICHARD & SHIRLEY		150
WABUDA, JOHN J		150
WADDELL, CASTNER R		150
WADDELL, RAY K		150
WADHWANI, DR RITA		150
WAKEFIELD, CW		150
WAKEFIELD, MICHAEL H		150
WAKEFIELD, WILLIAM		150
WAKEMAN, NORMAN		150
WAKOFF, GARY I		150
WALDEN, BEATRICE C		150
WASHBURN, JAMES		150
WEAKLEY, DON B		150
WEAKLEY, RUSSELL A		150
WEBB, WILLIAM		150
WEBLER, ROY F		150
WEDDLE, CORNELIUS		150
WEEKLEY, HAROLD D		150
WEIBLEIN, WILLIAM A		150
WEIDLER, ROBERT		150
WEIDLICH, JAMES F		150
WEIDLICH, WILLIAM		150
WEIDMAN, FAY		150
WEINBERG, MRSHANA		150
WEINBERG, ROBERT STATE STREET TECHNOLOGY		150
WEIT, GERALD J		150
WEYHRICH, MELVIN P		150
WEYMAN, GRANT H		150
WEYMANN III, ALBERT		150
WHITE, EDDIE E		150
WHITE, JAMES H		150
WHITE, JAMES H		150
WHITE, JAMES W		150
WIDEMAN, WILLIAM B		150
WIDMANN JR, ROBERT T		150
WIDMAYER, PAUL A& KATHLEEN L		150
WIDMER, DR CAROLINE		150
WIEDEMAN, THEODORE		150
WIEDEMANN, JOHN		150
WIEDMANN, SUSAN L		150
WIERZBICKI, MICHAEL		150
WILKINSON SR, FLOYD D		150
WINER FAMILY TRUST		2,281,561
WISSMAN, WILLIAM		150
WOLF, LELAND C		150
WOLF, MRS DIANE E		150
WOODALL, BRET M		150
WOODBURY, JOHN R		150
WOODBURY, LYMAN K		150
WOODCOCK III, JOHN J		150
WOODCOCK, ROBERT		150
WOODCOCK, THOMAS B		150
WOODDALL, STEVE L		150
WOODFIN JR, RICHARD H		150


NAME		No. SHARES
WOODHOUSE, BERNARD L		150
WOODIEL, DALE P		150
WOODLING, DENNIS R		150
WOODMAN JR, HARRY		150
WOODMAN, JOAN L		150
WOODMAN, RUSSELL		150
WOYKE, JOHN F		150
WYCHE, RONALD		150
WYDRA, STANLEY		150
WYGMANS, JOHN E		150
WYLE, JOHN		150
WYLER, SCOTT		225,000
WYLIE, THOMAS G		150
WYMAN, ROBERT		150
WYMER, TERRY R		150
YOUNG, PETER & LYNNE		150
ZABEL, LOIS C		150
ZDYBOWICZ, JOSEPH &
JANICE M JT/TNT		150
ZEMPEL, FLORENCE T		150
ZICKL, RANDOLPH P		150
ZIPKIN, SYLVIA		5,000
ZOVICKIAN, BARBARA		150
ZVOLENSKY, JOHN		150
ZYGIEL JR, JOHN J		150
TOTAL SHARES		8,161,871

TOTAL SELLING
SHAREHOLDERS		1,318

PLAN OF DISTRIBUTION

Currently, there is no public market for our common stock. No person, individual or group has been authorized to give any information or to make any representations in connection with resales other than those contained in this Prospectus. Any information or representations not in the Prospectus must not be relied on as having been authorized by our officers or us. This Prospectus is not an offer to sell, nor a solicitation of an offer to buy, any of the securities it offers, to any person in any jurisdiction in which that offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any sale shall, under any circumstances, create any implication that the information in this Prospectus is correct as of any date later than the date of this Prospectus.

As of the date of this Prospectus, we have not retained a broker dealer for the sale of our securities. If we engage broker dealers in a selling syndicate after the effective date of this Registration Statement, we will furnish that information by an updated Prospectus. Before any broker dealer could participate in the offering, it must obtain a “no objection” position on the terms of the underwriting compensation from the NASD’s Corporate Finance Department. We may hire one or more public relations firms and/or a market maker to assist it in attracting potential investors to support a trading market, but no guarantee can be given that such parties can be retained or will be successful.

Upon registration of the Shares set forth in this Prospectus and the creation of a trading market, the selling security holders’ Shares may be sold or distributed from time to time by the selling shareholders or by pledgees, donees or transferees of, or successors in interest to, the selling shareholders, directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The offering of the Shares may be effected in one or more of the following methods:

ordinary brokers transactions, which may include long or short sales,

transactions involving cross or block trades on any securities or market where our common stock is trading,

purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this Prospectus,

“at the market” to or through market makers or into an existing market for the common stock,

in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,

through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or

any combination of the foregoing, or by any other legally available means.

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the

positions they assume with the selling shareholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the Shares, which Shares may be resold thereafter pursuant to this Prospectus.

The selling shareholders and any broker-dealers acting in connection with the sale of the Shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of Shares as principals may be deemed underwriting compensation under the Securities Act of 1933. Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Shares. We intend to mail a Prospectus to each shareholder. Each should review it carefully and deliver it to any broker dealer engaged to sell stock or to any buyer in a direct sale. Selling shareholders and certain broker dealers are required to deliver a Prospectus 48 hours prior to confirming sales. See the back cover page of the Prospectus. Additional copies of the Prospectus may be printed by accessing it on the SEC Website at http://www.sec.gov, or it may be obtained by writing or contacting us as provided elsewhere in this Prospectus.

It is suggested to selling shareholders that, to avoid technical violations of underwriting regulations, they should observe the Prospectus delivery requirement described above and on the back cover of the Prospectus, as well as the following suggested procedures, and also consult legal counsel. These suggestions do not constitute legal advice nor any representation or warranty that these are necessary or sufficient to comply with, or avoid enforcement action (civil or criminal) for alleged violations of, any type of law. Shareholders engaging in any direct or indirect transactions of any nature as to any of our securities do so at their own risk and expense. All sales should be conducted through broker dealers, who should be given a copy of the Prospectus and advised of the SEC and NASD position that such sales may be deemed to be part of a “public distribution” by statutory “underwriters” (selling shareholders). No purchases of Shares or other transactions having the purpose or effect of affecting the price should be engaged in by or on behalf of shareholders before or after the sale. Our public reporting status (based on our Form 10-SB Registration No. File No. 000-50155, filed under the Securities Exchange Act of 1934 Section 12(g) on January 17, 2003) should be brought to the brokers’ or dealers’ and buyers’ attention. Updated information about us will be in our reports to the SEC at http://www.sec.gov.

We will not receive any proceeds from the sale of the Shares of the selling security holders pursuant to this Prospectus. We have agreed to bear the expenses of the registration of the Shares, including legal and accounting fees, and such expenses are estimated to be approximately $24,180.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Statements in this registration which are not historical facts, nonexclusively including statements below, may contain forward-looking statements that are subject to important factors that could cause actual results to differ materially from those in the forward-looking statement. Such factors nonexclusively include product demand; the effect of economic conditions; the impact of competitive services, products, and pricing; product developments; supply restraints or difficulties; industry regulation; the continued availability of capital resources and financing; acts of terrorism, war or civil unrest; and other risks set forth or incorporated herein and in our other SEC filings. We do not undertake to update any forward-looking statement that may be made from time to time by or on our behalf. We have not released and do not presently intend to release any projections of revenues or net income, or other forward-looking statements, without complying with the requirements for such statements.

Results of Operations

The following discussion is based upon, and should be read in conjunction with, the our consolidated financial statements as of and for the years ended December 31, 2003 and 2002, together with the notes to the financial statements. When used in the following discussions, the words “believes,” “anticipates,” “intends,” “expects,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected. For the year ended December 31, 2003 as compared to the year ended December 31, 2002:

Revenues

Revenues for the year ended December 31, 2003 were $0 compared to $500, as reported for the year ended December 31, 2002.

Selling Expenses

Selling expenses for 2003 were $50,171, an increase of $19,560, or 64%, from $30,611 in 2002. Selling expenses include marketing, commissions and travel. The increase in selling expenses was attributable to increased costs of $19,000 associated with marketing and $9,560 in travel which was a direct result of our increased marketing efforts to launch our product which has recently come out of the development phase. This increase was offset by $0 outlay for commissions in 2003.

General and Administrative Expenses

General and administrative expenses for 2003 were $241,905, a decrease of $58,956, or 19%, from $300,861 in 2002. General and administrative expenses primarily include salaries, investment

banker fees, management fees, professional fees and general operating expenses. The decrease was attributable to a decrease of $6,198 in our general and administrative expenses, a decrease of $19,767 in production expenses, a decrease of $2,966 in salaries, a decrease of $30,030 in expenses attributed to investment banking fees, and a decrease $5,392 in management fees in 2003 as compared to 2002.

Total expenses for 2003 were $292,076, an overall decrease of $39,396, or 12%, from $331,472 in 2002.

Liquidity and Capital Resources

As reflected in the Statement of Cash Flows for the years ended December 31, 2003 and 2002, net cash used in operations for 2003 was $190,000, a decrease of $236,000 or 55% from $426,000 in 2002 and primarily resulted from a reduction in the net loss of $39,000, an increase in accounts payable of $129,000 and an increase in accrued payroll of $51,000.

Net cash provided by financing activities for 2003 was $249,000, an increase of $62,000, or 33%, from $187,000 in 2002. The increase in net cash from financing activities is due to issuance of a note, proceeds from issuance of common stock and contributions from a shareholder.

Due to the lack of any significant revenues, we have relied upon proceeds realized from the private sale of our common stock, cash contributions from shareholders, advances from a shareholder and the issuance of a note payable to meet our funding requirements. Funds raised by us have been expended primarily in connection with the costs to acquire Galli Process, Inc. and administrative costs.

During the next 12 months, we expect to spend between $200,000 and $250,000 on operating expenses. Our significant expenses will be management fees, salaries, marketing, professional fees and insurance. As of December 31, 2003, we had cash on hand of $60,120.

To fund operations, we entered into loan agreements for an aggregate of $164,500. During August 2003 and October 2003, we entered into two loan agreements with a shareholder for notes in the amounts of $7,000 and $7,500, respectively, bearing interest at 7% annum. The notes are due August 10, 2004 and October 8, 2004, respectively, and are convertible in GBG common stock at the note holder’s option. During October 2003, we entered into a loan agreement with an unrelated third party in the amount of $150,000, bearing interest at 12% annum and secured by 600,000 shares of our restricted common stock. The note is due in full together with accrued interest on November 15, 2004, and can be converted into shares of GBG’s common stock at the note holder’s option at any time during the term of the note.

In addition to this funding, we plan to use our existing financial resources, the proceeds from the sale of additional common stock, as needed, and shareholder infusion of cash, as needed, to fund our operating expenses during this period.

Our shareholders have committed the additional funds that may be needed during the next 12 months to fund operations if funding is not available from any other sources. There is no formal agreement for our shareholders to provide this funding. If deemed necessary by management, we may conduct a private placement of our stock to raise $2,000,000 in capital to fund operations.

Other than funding our operating expenses, we have not entered into any material capital commitments.

Plan of Operation

We have completed the development of our product and are in the process of marketing it to companies that are suppliers to our target industries as well as the companies in the industries that can best benefit from our product. We have modified our products to serve national accounts and have ascertained that most of our potential customers prefer to work with a publicly trading company. We anticipate that within three months of becoming a publicly trading company, we will begin to generate revenues.

During the next twelve months we will enter into distribution agreements with a marketing company that supplies equipment and entertainment products to our target audience. We will also attempt to enter into agreements with major hotel chains and enter into joint ventures with companies supplying television sets and television services to hotels and commercial establishments. We will develop our capabilities in the medical field where we can deliver information via satellite and avoid the use of expensive high-speed phone lines. We will explore opportunities to acquire companies that would be synergistic with our business and that would provide a positive cash flow to us, however, no negotiations have reached the probable stage.

During the next 12 months we will take the following steps to market our product:

We will visit with national hotel chains embracing new technologies

We will seek independent representative who will sell directly to our target audience

We will joint venture with the larger companies supplying TV sets and TV services to hotels and commercial companies

We will continue to develop new uses for our product

We will continue to explore opportunities to acquire companies that would be synergistic with our business and that would provide a positive cash flow to GBG, however, no negotiations have reached the probable stage.

During the next 12 months, we do not anticipate hiring more than two employees.

Unless we receive adequate outside financing to fund our capital commitments, our operations will be limited to those that can be effected through shareholder infusions of cash and from proceeds from the sale of additional common stock.

Off-Balance Sheet Items

We have no material off-balance sheet arrangements.

DESCRIPTION OF BUSINESS

General

We are a development stage company that is developing technology and programming for the delivery of advertising based content through satellite transmission and the Internet. Our executive offices are located at 18495 U.S. Hwy 19N, Clearwater, Florida 33764 and our telephone number is (727) 533-8300.

We have developed an innovative advertising and informational platform that incorporates satellite and Internet-based technology. The platform enables advertisers and businesses to promote their products and services on television sets and electronic displays in retail stores, hotels, offices, high traffic areas and other facilities. Programming will consist of short format full motion video such as music videos, video ads and short infomercials which usually take two days to produce. Animated graphics will be used for headline news, sports and both national and local weather. All programming and content is designed to entertain, inform and educate consumers, employees, and students. We have not yet begun offering these services.

We believe our technology will enable businesses and organizations to inexpensively install an in house television network with features similar to the recently installed Wal-Mart TV Network being used by Wal-Mart. Unlike the Wal-Mart TV Network, our platform incorporates proprietary and state of the art Internet-based software allowing an advertiser or business the ability to manage its content (either video or graphics) and to deliver custom programs to specific display monitors or televisions. This feature also enables a business to run different programming on various display monitors within the same facility simultaneously.

This technology can be used in many industries. In the business and corporate world, our platform can be used for “one-way” video presentations and training. In the educational field, our platform is suitable for distance learning. Retail stores can use our technology to send custom programming or advertisements to specific retail locations that in some cases will feature point-of-sale (POS) television sets or electronic displays running infomercial type videos to sell merchandise. These programs would also feature informative advertisements for in store products or services. All

programming will be managed from the central headquarters location of our client company. Local employees are not needed to interact with the system, regardless of the number of TV sets or displays.

In addition to providing the in-house television networks, we also intend to produce infomercials and commercials and place them on broadcast, cable, and dish TV.

Our Business

We believe that consumers seeking relevant information, as well as businesses interested in advertising to targeted consumers, currently lack effective and affordable advertising solutions. Similarly, traditional advertising methods often do not offer a cost-effective means for attracting potential customers and traditional television and radio advertising is cost prohibitive for most small businesses. Merchants need cost-effective strategies to reach local consumers and to convert these people into purchasers. We believe that this advertising is often most effective at the point of sale location.

In-House Television Networks

We have developed an advertising and informational platform that is delivered through satellite and Internet-based technology. The platform enables advertisers and businesses to promote their products and services through an in-house television network and displayed on television sets and electronic displays in retail stores, hotels, offices, high traffic areas and other facilities. We have not yet begun offering these services and have not realized any profits from operations. Programming will consist of short format full motion video such as music videos, video ads and short infomercials which usually take two days to produce. Animated graphics will be used for headline news, sports

We intend to charge clients a monthly fee for satellite transmission services and will either lease or sell the satellite receiving equipment to the client. The client may hire our production team to produce their programming/content. The client may choose to pay a monthly subscription fee for the use of our produced content/programming (music videos, news, weather, sports, etc.) We intend to direct our selling efforts to medium to large retail chains, corporate and educational organizations and the hospitality industry.

Broadcast Production

Although we have not yet commenced operations, we also intend to produce infomercials and commercials and place them on broadcast, cable, and dish TV. We intend to market products as a traditional home shopping company and will enter into joint venture agreements with inventors and owners of specific products in various industries including, but not limited to, health and home medical products, sports products, housewares and electronics.

We intend to use internal production facilities and staff to perform the full range of activities required to develop, create and broadcast commercials and electronic display advertising consisting of full motion video and graphics. We are currently housed in the same building with Key Frame, Inc. (“Key Frame”), which owns facilities required to develop, create and broadcast commercials. Key Frame is fully staffed and operated by one of our directors, Mr. Michael Rocha. Key Frame will provide these facilities for our use, although in some situations, we may hire subcontractors to perform varying degrees of our production. Production work will include creating the advertising copy, design and layouts, filming the required footage, and recording any needed voice-over.

Background of the Industry

Retail Chains and Large Retail Stores. The retail industry can be divided into segments (e.g.; department stores, food, health, electronics, auto dealers and fast food) with sales in the hundreds of billions of dollars in the United States. Some segments exceed 100 billion dollars in sales. Many of these companies spend millions of dollars on cable and satellite TV to advertise their products and services. We intend to sell to these companies for the private cable industry. For example, a pizza chain could advertise in hotels throughout the U.S. with their normal TV advertisement, but the local telephone number, the one closest to the specific hotel, will be displayed.

Currently, the membership and club warehouse format retailers such as Sam’s Club and BJ’s Wholesale Club are the largest users of in-store infomercials. These retailers feature several TVs per store running continuous loop video programming promoting the benefits of a product or service. Local employees are required to place videotapes into TV sets, initially and when changes are made. Wal-Mart has also recently embraced a live satellite feed known as the Wal-Mart TV Network. This satellite-based network is used for employee training and also in-store promotion and entertainment. Wal-Mart is recognized as an innovator and early adopter of technology. We expect that other retail chains will want to implement a similar solution. GBG presents a cost-effective, no personnel solution for those chains as well as other businesses.

Cable TV Systems. This industry consists of different types of cable services such as Cable TV to the home and private systems for the hospitality and health care industries. We intend to concentrate our efforts on the private cable industry and more specifically the hospitality (hotel) and hospital (patient rooms and patient areas) segments.

Educational and Corporate Business. This category encompasses schools, learning centers and corporations. Distance learning and other off-site training and education are a cost-effective use of our technology. Revenues are generated through tuition, government grants, and corporate clients.

Customers

Retail Chains. Retail stores can use our technology to send custom programming consisting of product information and advertisements for in store products or services to specific retail locations that in some cases will feature point-of-sale (POS) television sets or electronic displays running infomercial type videos to sell merchandise. All programming can be managed from the location of our client company. No local employees are needed to interact with the system, regardless of the number of TV sets or displays.

Corporate and Educational Organizations. Our platform can be used for “one-way” video presentations and training. Distance learning and other off-site training and education are a cost-effective use of our technology. Once developed, the teaching materials are transmitted to an “off-site location” computer by satellite, where the material resides until it is recalled. From the off-site location, the material may be recalled at any time and for any number of students or employees. The material may also be updated at any time, thereby keeping all information current.

Hospitality Industry. The hospitality industry will use our technology to deliver customized advertising regarding local and national products or services to hotel guests. Our technology will allow advertisers to manage the content broadcast to the monitors on a near real time basis. The hotel will also be able to use the same system to offer video teleconferencing services to its customers. Revenue will be generated from an advertised based program produced by us called CityView TV. An advertising agent or media buyer will purchase the rights to place advertising spots on CityView TV that will be broadcast 24x7 to the hotel guest’s “in-room television.” The hotel will pay a monthly fee for the use of the network and receiving equipment.

Technology and Systems

Most TV programming that is sent by satellite is sent on a real-time basis, similar to a major network’s operation or as a syndicated show which is sent by satellite and recorded by local TV stations for play in the future. It is standard in the industry for local TV stations to store this on reusable videotape. We use standard Internet Protocol (“IP”) Multicast Satellite Transmission technology to send content in a “forward and store” format. Forward and store is a type of compression technology that allows us to send our programming in a digitized (compressed) state that resides on the recipient computer’s hard drive. The recipient computer will play the material at the designated time. The digitized images will be sent during off-peak hours during the evening, when satellite time is the most economical. Since the images are compressed, the time needed to send the material is shortened, depending on the amount of compression. As the technology improves, we intend to have the capability to send 24 hours of programming in four hours.

This type of compression technology permits the management of content via the Internet and satellite transmission to all receiving sites. Forward and store enables us to send multiple files consisting of full motion video and graphics using minimal satellite space and time. The remote site-receiving computer then stores the content and it is ready to broadcast at its scheduled time. Standard remote management software then enables an authorized user to access the control system

through an Internet connection where he is able to update, change and schedule new content for one or more displays. Once the authorized user’s changes are accepted by the system, the new programming will be up-linked to a communications satellite and transmitted simultaneously to multiple display locations where the programming will be displayed on television sets or electronic displays at locations specified by the user.

Our content (programming) will include information from providers such as The Weather Channel, CNN, and ESPN, (or similar companies) and a related party, Global Music Network of Clearwater, Inc. (“GMN”). These programmers, with the exception of GMN, are national broadcasters and do not deliver customized programming to each site. We have no agreements in place at this time to use third party satellite services but these companies make such information available for this very purpose. Satellite services will be procured once a client is identified along with the area in which the client wants to distribute his message. Some cable companies do local ad-insertion on channels such as CNN and ESPN, where they are allowed a few minutes per hour. This ad insertion is accomplished with pre-produced ads/content and a beta tape or downloaded to a video file server. The smaller franchise and private cable companies do not have the equipment to do ad insertion, due to the prohibitive cost of the equipment. Our system will provide the ad insertion capability, making the service even more valuable to clients.

Hardware installations will vary as a function of the customer’s desired services and components. The basic equipment of most installations will consist of off-the-shelf components including television sets, electronic displays, servers, a satellite receiver card and a satellite dish. We intend to file patent protection for any intellectual property that we develop or own in the future. To date, we have not spent any funds on technology development.

Competition

Retail and Corporate Network TV. Competitors serving these markets are fragmented and diverse in their scope of business. In the case of the retail chain store market, if a similar solution is being utilized, it typically involves the use of a videocassette being run on a continuous loop basis, whereas, our satellite and Internet controlled solution improves the quality, effectiveness, and flexibility of the advertisement.

It is common in the industry for retail stores, the hospitality industry, and hospitals to use TVs with built in VHS playback decks for economic reasons. The standard VHS tapes used are similar to those found in homes. In a business, the store management would prefer not to have personnel rewind the tapes manually. Therefore, a continuous loop tape is used. The tapes must be shipped to the location, as must the TV set with playback deck. Once the tape is inserted into the playback unit on the TV set, it will play until stopped or it breaks from continuous use. Our system places the information on a computer’s hard-drive and the program is played continuously. If the program contains numerous bits of information or ads, the computer can be updated or redirected from a remote location to maintain or alter the program by satellite transmission.

Hospitality. There are a number of companies that provide cable television services and in- room video entertainment to the hospitality or lodging industry. The two largest providers in the United States are On Command Corp. and LodgeNet Entertainment Corporation. There are also a number of other companies that are developing ways to use their existing infrastructure to provide in-room entertainment or information services to the hospitality industry, including cable companies (including wireless cable), telecommunications companies, Internet and high speed connectivity companies, and direct broadcast satellite companies. Some of these companies have been providing guest programming services to hotels and are beginning to provide video on demand, Internet and high speed connectivity to hotels.

High Traffic Locations. We will compete in these markets with other outdoor advertising operations as well as other media, including broadcast and cable television, radio, print and direct mail marketers. In addition, we also compete with a wide variety of “out-of-home” media, including advertising in shopping centers and malls, airports, stadiums, movie theaters and supermarkets, as well as on taxis, trains, buses and subways. Advertisers compare the effectiveness of relative costs of available media and cost-per-thousand impressions, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, we will rely on our low cost per-thousand impressions and our ability to reach a broad segment of the population in a specific market or to target a particular geographic area or population with a particular set of demographic characteristics within that market.

Cable Television. There are a variety of closed circuit programs aired over cable systems. Generally these programs originate from within the operator or onsite such as a hotel, and use a VCR and tapes. This system is costly, labor intensive, and allows no flexibility for advertisers. There are a few other companies using video file servers being downloaded via a high speed Internet connection. Most, if not all, of these programs are not customized on a per site basis. These methods cannot deliver real-time information such as news, weather, and daily advertisement changes. Some cable companies broadcast a streaming community channel, but, currently, they cannot be customized.

We believe that our strong emphasis on sales and customer service and our position as a provider of innovative advertising services in each of our markets will enable us to compete effectively with our competition

Government Regulation

We will use a third party FCC licensed facility to broadcast via satellite all programming (content) which will be subject to the jurisdiction of the U.S. Federal Communications Commission, which imposes certain restrictions on telecommunications providers. There are numerous “uplink” companies that can and will supply this service to us once we determine who our clients are and to what geographical areas clients want their content sent. Satellite can transmit to anywhere in the world. By using a .9 meter (approx. 32”) receiving antenna, in most cases, we will not be required to file for a permit. This may vary due to local and state regulations. All on-site installations will be done by licensed and insured low-voltage wiring contractors. We will use a licensed service called an “uplink” to transmit data.

The receiver end uses a 12” dish, similar to a DirecTV home unit that, as generally accepted in the industry, does not require licenses or permits of any kind. There are many uplink facilities available and the selection will depend on our end user. Uplink services purchase bulk time on specific satellites and the selection of satellite depends on the locations of the end-user as satellites have specific ranges. Since we currently use a 12” satellite dish, no permits are required and we do not fall under FCC regulations.

The Internet-based services we offer may potentially be affected by various state and local laws and government regulations. While there are currently few laws or regulations directly applicable to access to or commerce on commercial online services or the Internet, because of the increasing popularity and use of commercial online services and the Internet, new laws and regulations may be adopted. The adoption of such laws or regulations in the future may slow the growth of commercial online services and the Internet, which could in turn cause a decline in the demand for our Internet-based services and products or otherwise have an adverse effect on our operations. The foregoing does not purport to describe all present and proposed federal, state and local regulations and legislation relating to the video programming industry. Other existing federal, state and local laws and regulations currently are, or may be, the subject of a variety of judicial proceedings, legislative hearings, and administrative and legislative proposals that could change in varying degrees the manner in which private cable operators, other video programming distributors and Internet service providers operate. We cannot predict the outcome of these proceedings or their impact on our operations at this time.

Research and Development

We do not anticipate expenditures for research and development at this time.

Employees

We have two full-time employees as of the date of this Prospectus. We have identified additional employees who will be added on an as-needed basis on completion of funding. We believe the relationship with our employees is good. We expect to hire sub-contractors to install hardware nationwide when applicable.

Web Site

Our web site URL is http://www.globalbroadcastgroup.com. Our web site will promote and explain our business. The site is hosted at a Florida-based Internet service provider with automatic backup done once per day.

Material Agreements

We have not entered into any material agreements at this time. During the next twelve months we intend to enter into distribution agreements with a marketing company that supplies equipment and entertainment products to our target audience. We will also attempt to enter into

agreements with major hotel chains and enter into joint ventures with companies supplying television sets and television services to hotels and commercial establishments. We will develop our capabilities in the medical field where we can deliver information via satellite and avoid the use of expensive high-speed phone lines. We will explore opportunities to acquire companies that would be synergistic with our business and that would provide us with positive cash flow; however, at this time, negotiations with either distribution or acquisition targets have not reached the probable stage.

Intellectual Property

We own no rights to intellectual property and have no applications for copyright or trademark protection pending for any product or service we provide. We intend to seek protection, as necessary, if we develop or acquire intellectual property in the future.

LEGAL PROCEEDINGS

As of the date of this report, we are not a party to any pending legal proceeding and are not aware of any threatened legal proceeding.

DESCRIPTION OF PROPERTY

We maintain our principal business operations at 18495 U.S. Hwy 19N, Clearwater, FL 33764. Our telephone number is (727) 533-8300. We lease approximately 1,000 square feet with an annual lease of $7,800 including utilities.

MANAGEMENT

The following table sets forth the names and ages of our directors and executive officers.


Name	Age	Positions Held
Sam Winer	66	Chief Executive Officer, Chief Financial Officer, Chairman and Secretary
James Goodman	59	Vice President, Director
Michael D. Rocha	33	Vice President, Director

Sam Winer has been Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of GBG since January of 2002. From 1985-1996 he was President of American Capital Group, Inc., a financial consulting and investment banking firm specializing in raising capital for start-up companies and real estate projects. From 1996 until the present he has been the President of Global Music Network LLC, a company that he founded. Global Music produces TV programming featuring music videos and has been seen in over 70 million homes. Mr. Winer was also one of the founders of eView Technologies, a company in the outdoor billboard industry that replaces static billboards with LED displays that are transmitted by satellite. He is a member of the National Association of Television Programming Executives and holds a Bachelors Degree from the Pennsylvania State University.

James Goodman has been Vice President and Director of GBG since September of 2002. Mr. Goodman is a television management executive having most recently developed TV station KWBM-TV (WB31) in Springfield, MO from start-up to on-air status. He continued to manage the station until 2002, when it was sold. From 1989 to 1996, Mr. Goodman directed construction of Home Shopping Network’s first full power TV station and also managed all production and financial aspects for the launch of Home Shopping Network’s 24 hour infomercial channel. In 1998, he managed all aspects of a talk show pilot for PAX TV network and created a cable sales interconnect for the Miami area. In addition, he developed and introduced a Spanish language cable channel which won multiple national Cable ACE awards. From 1967 until 1980 he directed the production of the Sally Jessy Raphael Show. Prior TV experience includes managing all aspects of the construction of a state of the art broadcast facilities at the University of Miami and served on the Board of the Florida Chapter of the National Academy of Television Arts and Sciences.

Michael D. Rocha has been a Vice President and Director of GBG since September of 2002. From 1990 to present, Mr. Rocha successfully built and operated Keyframe, Inc., a television production company specializing in content for large video screens. Keyframe has five offices across the US which employ over 70 talented artists, engineers and programmers. In 2001, Keyframe became a division of Daktronics, Inc., where Mr. Rocha has continued to run the Keyframe division. From 1994 to 1999, Mr. Rocha served as the Electronic Information Specialist for Tampa Bay Lightning, maintaining a network of over 60 computers. In 2001, Mr. Rocha was selected to direct the large screen video for the Super Bowl in Tampa Florida. In 2002, Mr. Rocha served as the Director of Video at the Soldier Hollow venue for the 2002 Olympic Games in Salt Lake City, Utah.

The Company’s directors are elected at the annual meeting of shareholders and hold office for one year and until their successors are elected and qualified. The Company’s officers are appointed by the Board of Directors and serve at the pleasure of the Board.

Limitations on Directors’ Liabilities

Our articles of incorporation limits, to the maximum extent permitted under Delaware law, the personal liability of directors and officers for monetary damages for breach of their fiduciary duties as directors and officers, except in circumstances involving wrongful acts, for example a breach of the director’s duty of loyalty or acts of omission which involve intentional misconduct or a knowing violation of law

Delaware law permits us to indemnify officers, directors or employees against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement in connection with legal proceedings if the officer, director or employee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal act or proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification is not permitted as to any matter as to which the person is adjudged to be liable unless, and only to the extent that, the court in which the action suit was brought upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses as the cost deems proper individuals who successfully defend this type of action are entitled to indemnification against expenses reasonably incurred in connection therewith.

Our Bylaws require us to indemnify directors and officers against, to the fullest extent permitted by law, liabilities which they may incur under the circumstances described in the preceding paragraph.

We plan to maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and to us with respect to payments which may be made by us to these officers and directors according to the above indemnification provision or otherwise as a matter of law.

In addition, we plan to enter into indemnification agreements with our directors and executive officers. Under these agreements, we will indemnify each director and officer to the fullest extent permitted by law for any acts performed, or for failures to act, on our behalf or on behalf of another person or entity for which that director or officer is performing services at our request. We will not indemnify a director or officer for any breach of loyalty to us or our shareholders, or if the director or officer does not act in good faith or for acts involving intentional misconduct, or for acts of omissions described in the laws of Delaware, or for any transaction for which the director or officer derives an improper benefit. We will indemnify for expenses related to indemnifiable events, and will pay for these expenses in advance. Our obligation to indemnify and to provide advances for expenses are subject to the approval of a review process with a reviewer to be determined by our board. The rights

of directors and officers will not exclude any rights to indemnification otherwise available under law or under our articles of incorporation.

Employment Agreements

We have not entered into employment agreements with Messrs. Winer, Goodman and Rocha.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the annual and long-term compensation for services in all capacities to the Company for the prior fiscal years ended December 31, 2003, 2002 and 2001 of those persons who were either the chief executive officer during the last completed fiscal year or any other highly compensated executive officers as of the end of the last completed fiscal year whose annual salary and bonuses exceeded $100,000.

Summary Compensation Table

There were no long-term compensation awards (such as stock awards or appreciation rights) or payouts (such as long term incentive plans).


Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation		LTIP Options/(#)		All Other Payouts
Sam Winer, CEO/CFO	2003	$	76,000	$	0	$	0	$	0	$	0
	2002	$	61,000	$	0	$	0	$	0	$	0
	2001	$	6,000	$	0	$	0	$	0	$	0

Option / SAR Grants / LTIP Awards

Since inception, we have granted no stock options, stock appreciation rights or awards under long-term incentive plans.

Benefit Plans / Stock Option Plan

We have no option, severance, retirement, pension, profit sharing, or similar programs for the benefit of our employees. We may adopt a stock option or incentive plan pursuant to which options or shares can be granted to key employees, officers, directors and consultants of GBG. The number of shares and other terms have not been determined, and will be set by the Board of Directors based on its analysis of our need for such incentives. There are currently no issued or outstanding options, warrants or rights granted to any director, officer, employee or consultant of GBG in the nature of compensation.

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of our common stock by all shareholders that hold 5% or more of the outstanding shares of our common stock, each director and executive officer. Except as indicated, each shareholder named has sole voting and investment power for his, her or its shares.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Winer Family Trust ⁽¹⁾ 7270 Maidencane Ct. Largo, FL 33777	2,281,561	18.5	%

Common Stock	Scott Wyler ⁽¹⁾ 504 8th Ave. NE Delray Beach, FL 33483	1,500,000	12	%

Common Stock	James Goodman ⁽²⁾ 1851 Juanita Ct. Clearwater, FL 33764	50,000	*

Common Stock	Michael D. Rocha ⁽²⁾ 18495 U.S. Hwy 19N Clearwater, FL 33764	50,000	*

All officers and directors as a group (three persons)		3,881,561	31.5	%

⁽¹⁾

Shares gifted from 3,781,561 shares held by Sam Winer. Of the 3,781,561 shares, 1,500,000 shares were gifted to Mr. Winer’s son, Scott L. Wyler on April 16, 2004, from a certificate representing 1,275,000 shares, which are not the subject of this Prospectus and 225,000 shares which are included in the shares offered in this Prospectus. Mr. Winer disclaims beneficial ownership of the 1,500,000 shares gifted to Mr. Wyler. On April 16, 2004, Mr. Winer transferred the balance of 2,281,561 shares which are included in this Prospectus to the Winer Family Trust.

⁽²⁾	Shares owned directly.

*	represents less than 1%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From September 1, 2001 through December 31, 2001, we paid monthly management fees to Global Music Network, LLC (“GMN”) in the amount of $8,000. Sam Winer, Chairman, Chief Executive Officer, Chief Financial Officer and Secretary of GBG, is the President and a shareholder of GMN. Fees paid in accordance with this management agreement were $32,000 in 2001.

GMN paid monthly operating expenses for GBG from August 2001 through November 2001 that were reimbursed by GBG on a monthly basis. These expenses and reimbursements amounted to $46,330 in 2001.

During September 2002, we entered into a loan agreement with a former shareholder of GBG in the amount of $150,000. The note was secured by two promissory notes and 150,000 restricted shares of GBG’s common stock. The notes bore interest at 8% per annum. The notes were due in full, together with accrued interest, in September 2003. In January 2003, we issued 450,000 restricted shares of common stock in full consideration of payment of the two promissory notes and accrued interest to date of $4,000.

During the year ended December 31, 2002, we repurchased 5,416,229 shares of Global Broadcast Group, Inc. common stock from two of GBG’s shareholders at an aggregate sum of $150,000. The stock repurchase was paid with funds obtained from the notes payable described in the (c) above.

We paid consulting fees to Ed Berkhof Management Inc. in the amount of $0, $30,392 and $50,392 for the periods ended December 31, 2003, 2002 and the period from date of inception, October 31, 2000 through December 31, 2003, respectively. Ed Berkhof was the former President of GBG.

We incurred management fees to Sam Winer, Chairman, Chief Executive Officer, Chief Financial Officer and Secretary of GBG, for services provided in the amount of $76,000, $61,000 and $143,000 for the periods ended December 31, 2003, 2002 and the period from date of inception (October 31, 2000) through December 31, 2003, respectively. The amount owed at December 31, 2003 and 2002, was $46,758 and $0, respectively.

During August 2003 and October 2003, we entered into two loan agreements with a shareholder of GBG in the amounts of $7,000 and $7,500 respectively. The notes bear interest at 7% per annum and are due August 10, 2004 and October 8, 2004, respectively. At the shareholder’s option, the notes are convertible into shares of GBG’s common stock equal in number to the amount determined by dividing each $1,000 of the note principal to be converted by the Conversion Price. The Conversion Price is $0.10. Sam Winer personally guaranteed payment of the $7,000 note, up to 50% of the original balance, until the note is paid in full.

During October 2003, we entered into a loan agreement with an unrelated party in the amount of $150,000. The note bears interest at 12% per annum and is secured by 600,000 shares of our

restricted common stock. The note is due in full together with accrued interest on November 15, 2004 and can be converted into shares of GBG’s common stock at the note holder’s option at any time during the term of the note.

Our content (programming) may include information from Global Music Network of Clearwater, Inc. (“GMN”) of which Sam Winer is a founder.

DESCRIPTION OF SECURITIES

Common Stock

Our articles of incorporation authorize us to issue up to 50,000,000 shares of common stock, par value $.001, of which 12,317,871 shares are issued and outstanding as of the date of this Prospectus.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available. In the event of liquidation, dissolution or winding up of GBG, the holders of shares of common stock are entitled to share, pro rata, all assets remaining after payment in full of all liabilities.

Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are, and all of the shares of common stock issued in connection with this offering are, validly issued, fully paid and non-assessable.

Preferred Stock

Our articles of incorporation will authorize our board of directors, without shareholder approval, to issue up to 1,000,000 shares of preferred stock, par value $.001 and to establish one or more series of preferred stock and to determine, with respect to each of these series, their preferences, voting rights and other terms. As of the date hereof, no shares of preferred stock are outstanding.

Issuance of preferred stock could adversely affect the voting power or other rights of our shareholders or be used, to discourage, delay or prevent a change in control, which could have the effect of discouraging bids for us and prevent shareholders from receiving maximum value for their shares. Although we have no present intention to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

No Established Market for our Common Stock

Our stock is not trading on any U.S. or other public trading market and there cannot be any guarantee that a market will develop and be sustained for our Common Stock, the only class of equity securities that we have authorized, issued and outstanding. There are no options or warrants to purchase, or securities convertible into, the Common Stock.

Currently, there are 12,317,871 shares our stock issued and outstanding stock, of which 8,161,871 shares are being offered for resale by our selling shareholders.

We have filed a Form 211 Information Statement application with the NASD but there cannot be any guarantee that our securities will be quoted on the OTCBB quotation service. We cannot guarantee that a trading market for our common stock will develop or, if a market does develop, the depth of the trading market for the common stock or the prices at which the common stock will trade.

We may hire one or more public relations firms and/or a market maker to assist us in attracting potential investors to support a trading market, but no guarantee can be given that same can be retained or will be successful.

Number of Holders

As of May 7, 2004, we had 1,347 common shareholders of record.

Dividend Policy

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the development and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Stock Authorized for Issuance Under Equity Compensation Plans

We have not implemented an equity compensation plan at this time and since inception, have issued no stock options, SARs or other compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board. The amount and terms of such issuances cannot be determined or predicted at this time, but might be substantial.

Transfer Agent

Our transfer agent is Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill Road, Tamarac, Florida 33321.

Special Considerations Related to Penny Stocks

Assuming a trading market for our common shares develops, we anticipate that for the immediate future our share will become subject to the penny stock rules under the Securities Exchange Act of 1934. We will continue to be subject to these rules until the price of our stock exceeds $5.00, or we maintain minimum tangible net worth of at least $2 million or average revenues of $6,000,000.

The penny stock rules require broker-dealers to deliver standardized risk disclosure document prepared by the SEC prior to a transaction in a penny stock. This document provides information about penny stocks and the risks in the penny stock market. The broker-dealers must also provide the customer with (i) current bid and offer quotations for the penny stock, (ii) the compensation of the broker-dealer and its salesperson in the transaction, and (iii) monthly account statements showing the market value of each penny stock held in the customer’s account.

The broker dealer must give the quotations and compensation information to the customer, orally or in writing, prior to completing the transaction. They must give this information to the customer, in writing, before or with the customer’s confirmation.

In addition, the penny stock rules require that, prior to a transaction in a penny stock, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser. The broker and/or dealer must receive the purchaser’s written agreement to the transaction. These disclosure requirements may reduce the level of purchases in our common stock and trading activity in the secondary market for our common stock. If our common stock becomes subject to the penny stock rules, it will be more difficult for you to sell the common stock. This may reduce the value of your shares.

SEC Reporting Requirements

We intend to furnish our shareholders with annual reports, which will include financial statements audited by independent accountants, and other periodic reports as we may choose to provide, or as we are required by law. In addition, in January 2003, we became a reporting company and are required to file annual, quarterly and current reports, proxy statements or other information with the SEC. You may read and copy this Prospectus, our Registration Statements, and any reports, statements or other information we file at the SEC’s Public Reference Room in Washington D.C. You can request copies of these documents, upon payment of a duplicating fee, by writing to the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference

Room. Our SEC filings are also available to the public on and may be computer printed from the SEC’s Website at http://www.sec.gov.

LEGAL MATTERS

Adorno & Yoss, P.A., Fort Lauderdale, Florida, will opine as to the validity of the common stock offered by this Prospectus and legal matters for us.

EXPERTS

The financial statements as of December 31, 2003, and for the period from inception (October 2000) through December 31, 2003 appearing in this registration statement have been audited by Rotenberg & Co. LLP, independent certified public accountants, as set forth in their report prepared March 23, 2004, appearing elsewhere in this Prospectus, and are included in reliance upon such report given upon the authority of this firm as experts in accounting and auditing.

HOW TO FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act with respect to the securities offered by this Prospectus. This Prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this Prospectus, reference is made to the registration statement. Statements contained in this Prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

FINANCIAL REPORTS

DECEMBER 31, 2003

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

TABLE OF CONTENTS



Independent Auditors’ Report		1

Consolidated Balance Sheets at December 31, 2003 and 2002		2

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Period From the Date of Inception (October 31, 2000) through December 31, 2003		3-4

Consolidated Statements of Operations for the Years Ended December 31, 2003 and 2002 and for the Period from the Date of Inception (October 31, 2000) through December 31, 2003		5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003 and 2002 and for the Period from the Date of Inception (October 31, 2000) through December 31, 2003		6

Notes to Consolidated Financial Statements		7-13

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

and Stockholders

Global Broadcast Group, Inc.

(A Development Stage Company)

(A Delaware Corporation)

Clearwater, Florida

We have audited the accompanying consolidated balance sheets of Global Broadcast Group, Inc. (A Development Stage Company) (A Delaware Corporation) as of December 31, 2003 and 2002, and the related consolidated statements of operations, consolidated changes in stockholders’ equity (deficit) and cash flows for the years ended December 31, 2003 and 2002 and for the period from the date of inception (October 31, 2000) through December 31, 2003. These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Broadcast Group, Inc. (A Development Stage Company) (A Delaware Corporation) as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2003 and for the period from the date of inception (October 31, 2000) through December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Global Broadcast Group, Inc. (A Delaware Corporation) will continue as a going concern. As discussed in Note J to the financial statements, the Company has incurred losses that have resulted in a retained deficit. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding this matter are described in Note J. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Rotenberg & Co., LLP

Rochester, New York

March 23, 2004

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

CONSOLIDATED BALANCE SHEETS


	December 31,
	2003			2002

ASSETS

Current Assets
Cash and Cash Equivalents	$	60,120		$	1,462
Accounts Receivable		—			1,160

Total Current Assets	$	60,120		$	2,622


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts Payable	$	47,757		$	27,029
Accrued Interest Payable		4,159			4,000
Accrued Payroll		50,559			—
Convertible Notes Payable		164,500			—
Notes Payable		—			150,000
Due to Stockholder		48,378			—

Total Current Liabilities		315,353			181,029


Stockholders’ Deficit
Common Stock—$.001 Par Value; 50,000,000 Shares Authorized, 12,317,871 and 11,497,871 Shares Issued and Outstanding as of December 31, 2003 and 2002, Respectively		12,318			11,498
Additional Paid-in Capital		652,613			438,183
Deficit Accumulated During Development Stage		(920,164	)		(628,088	)

Total Stockholders’ Deficit		(255,233	)		(178,407	)

Total Liabilities and Stockholders’ Deficit	$	60,120		$	2,622

The accompanying notes are an integral part of these financial statements.

F-2

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM DATE OF INCEPTION (OCTOBER 31, 2000) THROUGH DECEMBER 31, 2003


	Number of Shares		Common Stock $.001 Par Value		Additional Paid-In Capital		Deficit Accumulated During Development Stage			Total Stockholders’ Equity (Deficit)

Balance—October 31, 2000	—		$	—	$	—	$	—		$	—

Common Stock Issued in Exchange for Services and Expenses Paid by Shareholders (Galli)	11,553,100			11,553		202		—			11,755

Common Stock Issued in Exchange for Services and Expenses Paid by Shareholders (City View)	3,425,000	(1)		3,425		—		—			3,425

Common Shares Issued for Cash—Private Placement (City View)	862,500	(1)		863		286,637		—			287,500

Capital Contribution—Shareholder						100,000					100,000

Net Loss for the Period	—			—		—		(297,116	)		(297,116	)


Balance—December 31, 2001	15,840,600		$	15,841	$	386,839	$	(297,116	)	$	105,564

(1)	Shares issued and outstanding have been adjusted to reflect the Plan of Merger effected on March 1, 2002

- continued -

The accompanying notes are an integral part of these financial statements.

F-3

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM DATE OF INCEPTION (OCTOBER 31, 2000) THROUGH DECEMBER 31, 2003—continued


	Number of Shares		Common Stock $.001 Par Value			Additional Paid-In Capital			Deficit Accumulated During Development Stage			Total Stockholders’ Equity (Deficit)

Balance—December 31, 2001	15,840,600		$	15,841		$	386,839		$	(297,116	)	$	105,564

Common Shares Issued for Cash—Private Placement (City View)	66,000			66			21,934			—			22,000

Common Shares Issued for Cash—Private Placement (Global Broadcast)	267,500			268			64,733			—			65,001

Shares Issued for Services	640,000			640			5,360			—			6,000

Shares Issued to Directors for Services	100,000			100			3,900			—			4,000

Shares Purchased	(5,416,229	)		(5,417	)		(144,583	)		—			(150,000	)

Capital Contribution—Shareholder	—			—			100,000			—			100,000

Net Loss for the Period	—			—			—			(330,972	)		(330,972	)


Balance—December 31, 2002	11,497,871			11,498			438,183			(628,088	)		(178,407	)

Common Shares Issued for Cash—Private Placement (Global Broadcast)	295,000			295			35,955			—			36,250

Issuance of Stock via Conversion of Notes Payable	450,000			450			153,550			—			154,000

Shares Issued for Services Rendered	75,000			75			24,925			—			25,000

Net Loss for the Period	—			—			—			(292,076	)		(292,076	)


Balance—December 31, 2003	12,317,871		$	12,318		$	652,613		$	(920,164	)	$	(255,233	)

The accompanying notes are an integral part of these financial statements.

F-4

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

CONSOLIDATED STATEMENTS OF OPERATIONS


	Period From Date of Inception (October 31, 2000) Through December 31, 2003			Years Ended December 31,
				2003			2002

Revenues	$	500		$	—		$	500


Expenses
Commissions		11,250			—			9,000
General and Administrative		28,410			7,696			13,894
Insurance		58,171			25,041			25,151
Interest		8,159			4,159			4,000
Investment Banker		39,970			4,970			35,000
Management Fees		235,392			86,000			91,392
Marketing		51,000			35,000			16,000
Organizational Costs		164,853			—			—
Payroll Taxes		9,520			3,618			3,860
Production Equipment		24,257			—			19,767
Professional Fees		104,863			49,486			42,228
Rent		12,425			5,027			5,484
Salaries		123,594			46,966			49,932
Telephone		16,538			6,462			7,768
Transfer Agent Fees		4,865			2,480			2,385
Travel		27,397			15,171			5,611


Total Expenses		920,664			292,076			331,472


Loss Before Provision for Taxes		(920,164	)		(292,076	)		(330,972	)

Provision for Taxes		—			—			—


Net Loss for the Period	$	(920,164	)	$	(292,076	)	$	(330,972	)


Net Loss per Common Share—Basic and Diluted	$	(0.07	)	$	(0.02	)	$	(0.02	)


Weighted Average Common Shares Outstanding—Basic and Diluted		12,801,846			12,230,659			14,332,952

The accompanying notes are an integral part of these financial statements.

F-5

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Period From Date of Inception (October 31, 2000) Through December 31, 2003			Years Ended December 31,
				2003			2002

Cash Flows from Operating Activities
Net Loss for the Period	$	(920,164	)	$	(292,076	)	$	(330,972	)

Non-Cash Adjustments:
Organizational Costs		14,853			—			—
Franchise Taxes and Filing Fees		202			—			—
Contributed Services		125			—			—
Shares Issued for Services		35,000			25,000			10,000
Changes in Assets and Liabilities:
Accounts Receivable		—			1,160			(1,160	)
Accounts Payable		47,757			20,728			(108,021	)
Accrued Payroll		50,559			50,559			—
Accrued Interest Payable		8,159			4,159			4,000

Net Cash Flows from Operating Activities		(763,509	)		(190,470	)		(426,153	)


Cash Flows from Financing Activities
Contribution by Shareholder		200,000			—			100,000
Due to Stockholder		48,378			48,378			—
Proceeds from the Issuance of Convertible Notes Payable		164,500			164,500			—
Proceeds from the Issuance of Note Payable		150,000			—			150,000
Proceeds from the Issuance of Common Stock		410,751			36,250			87,001
Common Stock Repurchased		(150,000	)		—			(150,000	)


Net Cash Flow from Financing Activities		823,629			249,128			187,001

Net Increase in Cash and Cash Equivalents		60,120			58,658			(239,152	)

Cash and Cash Equivalents—Beginning of Period		—			1,462			240,614


Cash and Cash Equivalents—End of Period	$	60,120		$	60,120		$	1,462


Supplemental Disclosures
Interest Paid	$	—		$	—		$	—
Income Taxes Paid	$	—		$	—		$	—


Non-Cash Financing Activities
Organizational Costs Paid by Shareholders in Exchange for Common Stock Issued	$	14,853		$	—		$	—
Franchise Taxes Paid by Shareholder	$	202		$	—		$	—
Issuance of Stock via Conversion of Notes Payable	$	154,000		$	154,000		$	—

The accompanying notes are an integral part of these financial statements.

F-6

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A—The Company

The Company was incorporated under the laws of the State of Delaware on October 31, 2000 as Galli Process, Inc. Galli Process, Inc. did not have operating activities prior to the merger with City View TV, Inc. Effective February 7, 2002, Galli Process, Inc. changed its name to Global Broadcast Group, Inc.

Effective December 31, 2001, Galli Process, Inc. (Global Broadcast Group, Inc.) became a majority owned subsidiary of City View TV, Inc. (A Florida Corporation). On March 1, 2002, pursuant to a plan of merger, City View TV, Inc. (a Florida Corporation) merged into Global Broadcast Group, Inc. (formerly Galli Process, Inc.). The shareholders of City View TV, Inc. converted 3 shares of City View TV, Inc. stock into 1 share of the surviving corporation (Global Broadcast Group, Inc.). There was no change to the business, management, location, policies or the consolidated assets and liabilities of City View TV, Inc. Global Broadcast Group, Inc. (a Delaware Corporation) (“The Company”) is the surviving corporation effective on the date of the merger.

The transaction was accounted for as a recapitalization, resulting in the historical operations of City View TV, Inc. being the historical operations of Global Broadcast Group, Inc. Accordingly, the accompanying financial statements have been restated to reflect the financial position, results of operations, and cash flows for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented.

Scope of Business

The Company’s principal business activity is marketing its advertising and informational platform that incorporates satellite and internet-based technology. The Company is currently in the development stage.

Note B—Nature of Operations and Summary of Significant Accounting Policies

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The company maintains cash and cash equivalents at financial institutions which periodically may exceed federally insured amounts.

Revenue Recognition

Production revenue recognized for the year ended December 31, 2002 represented a commercial production and was recorded upon completion of such production.

The Company intends to have sales of the following in the future: services under revenue sharing agreements, services with no revenue sharing and equipment sales and leases. The Company will recognize revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed and determinable; and collectibility is reasonably assured. At the time revenue is recognized, the Company will provide for the estimated costs of warranties and reduce revenue for estimated returns.

- continued -

F-7

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B—Nature of Operations and Summary of Significant Accounting Policies—continued

Revenue Recognition—continued

For sales related to services, the Company will recognize revenue upon the completion of the installation of all equipment necessary to provide the satellite transmission services. The fees that will be billed monthly to these customers will then be recognized on a monthly basis after the services have been provided. The Company will only recognize their portion of any such services that relate to a revenue sharing agreement.

For equipment sales, revenue will be recognized when the equipment is shipped to the customer.

For equipment leases, rental revenue will be recognized as earned over the term of the operating lease.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carryforwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings per common share is calculated by dividing income available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per common share is calculated by adjusting the weighted-average shares outstanding assuming conversion of all potentially dilutive convertible securities. Diluted earnings per share is the same as basic earnings per share for all of the periods presented since the effect of the conversion of the notes would have an anti-dilutive effect on earnings per share.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to significant concentrations of credit risk consist principally of bank deposits. Cash is placed primarily in high quality short-term interest bearing financial instruments.

- continued -

F-8

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B—Nature of Operations and Summary of Significant Accounting Policies—continued

Development Stage

The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its products. Accordingly, the financial statements of the Company have been prepared in accordance with the accounting and reporting principles prescribed by Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises,” issued by the Financial Accounting Standards Board.

The Company was inactive from October 31, 2000 through March 31, 2001. Activities began on or about April 1, 2001.

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, notes payable, and due to stockholder. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

The fair value of due to stockholder could not be obtained without incurring excessive costs as they have no readily determinable market place.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results can differ from those estimates.

F-9

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C—Related Party Transactions

From September 1, 2001 through December 31, 2001, the Company paid monthly management fees to Global Music Network, LLC (“GMN”) in the amount of $8,000. Fees paid in accordance with this management agreement were $32,000 in 2001.

GMN also paid monthly operating expenses for the Company from August 2001 through November 2001 that were reimbursed by the Company on a monthly basis. These expenses and reimbursements amounted to $46,330 in 2001.

One of the directors of the Company is a shareholder of GMN.

The Company paid consulting fees to Ed Berkhof Management Inc. in the amount of $-0-, $30,392 and $50,392 for the periods ended December 31, 2003, 2002 and the period from date of inception (October 31, 2000) through December 31, 2003, respectively. Ed Berkhof was the former President of the Company.

The Company incurred management fees to Sam Winer, Chairman, Chief Executive Officer and Secretary of the Company, for services provided in the amount of $76,000, $61,000 and $143,000 for the periods ended December 31, 2003, 2002 and the period from date of inception (October 31, 2000) through December 31, 2003, respectively. The amount owed at December 31, 2003 and 2002, was $46,758 and $0, respectively.

Note D—Income Taxes

At December 31, 2003 and 2002, the Company had approximately $903,000 and $608,000, respectively, of net operating losses available for Federal tax purposes, which are available to offset future taxable income. The net operating loss carry forwards begin to expire in 2021. The Company has fully reserved for any future tax benefits from the net operating loss carry forwards since it has not generated any revenues to date. The Company has no other material deferred tax assets or liabilities for the periods presented.

F-10

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E—Common Stock

On February 25, 2001 Galli Process, Inc. issued 11,553,100 shares of its common stock to Galli Holding Co. for the benefit of the shareholders of Hydrox Sales Corp. in exchange for certain securities of closely held companies and the funding of certain legal, accounting and organization costs. The Company recorded these shares at the fair value of the expenses paid as this was more readily determinable than the value of the stock.

Effective December 31, 2001 City View TV, Inc. acquired 5,897,790 shares of the common stock of Galli Process, Inc. (the controlling interest) from the controlling shareholders for a total purchase price of $150,000. City View TV, Inc. had deposited $15,000 on the acquisition prior to December 31, 2001 and the balance of the purchase was paid in cash on January 10, 2002. The Company has expensed the acquisition as part of the corporate reorganization as of December 31, 2001. The acquisition agreement did not require Galli to include its holdings of shares of various closely held companies.

City View TV, Inc. issued 3,425,000 shares of its common stock at par value in exchange for services rendered and funding of certain organization costs paid by its shareholders during 2001.

The Company also raised capital through the issuance of 862,500 shares of its common stock to individuals at $1.00 per unit (3 shares per unit) through private placements during 2001. The share and per share amounts reflect the 1 for 3 share reverse stock split that was effected on March 1, 2002 as part of the Plan of Merger with Global Broadcast Group, Inc.

During 2002, the Company raised capital through the issuance of 333,500 shares of its common stock for $87,001.

In October 2002, the Company issued 640,000 shares of its common stock for services provided. The Company charged operations in 2002 for $6,000 for the fair value of services rendered and charged common stock and additional paid-in capital for $640 and $5,360, respectively.

In December 2002, the Company issued 100,000 shares of its common stock to two members of the Board of Directors for services provided. The Company charged operations in 2002 for $4,000 for the fair value of services rendered and charged common stock and additional paid-in capital for $100 and $3,900, respectively.

During 2003, the Company raised capital through the issuance of 295,000 shares of its common stock for $36,250.

In May 2003, the Company issued 75,000 shares of its common stock for services provided. The Company charged operations in 2003 for $25,000 for the fair value of services rendered and charged common stock and additional paid-in capital for $75 and $24,925, respectively.

- continued -

F-11

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E—Common Stock—continued

The Company’s Securities are not registered under the Securities Act of 1933 and, therefore, no offering may be made which would constitute a “Public Offering” within the meaning of the United States Securities Act of 1933, unless the shares are registered pursuant to an effective registration statement under the Act.

The stockholders may not sell, transfer, pledge or otherwise dispose of the common shares of the company in the absence of either an effective registration statement covering said shares under the 1933 Act and relevant state securities laws, or an opinion of counsel that registration is not required under the Act or under the securities laws of any such state.

Note F—Convertible Notes Payable

During August 2003, the Company entered into a loan agreement with a stockholder of the Company in the amount of $7,000. The note bears interest at 7% per annum and is due on demand.

At the stockholder’s option, the note is convertible into shares of the Company’s common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the Conversion Price. The Conversion Price is $0.10.

The President of the Company has personally guaranteed payment of the note, up to 50% of the original balance, until the note is paid in full.

During October 2003, the Company entered into a loan agreement with a stockholder of the Company in the amount of $7,500. The note bears interest at 7% per annum and is due on demand.

During October 2003, the Company entered into a loan agreement with an unrelated third party in the amount of $150,000. The note bears interest at 12% per annum and is secured by 600,000 restricted shares of the Company’s common stock. The note is due in full, together with accrued interest, on November 15, 2004.

At the note holder’s option, the note is convertible into shares of the Company’s common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the Conversion Price at any time during the term of the note. The Conversion Price is $0.25.

F-12

GLOBAL BROADCAST GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Clearwater, Florida

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note G—Notes Payable

During September 2002, the Company entered into a loan agreement with a former stockholder of the Company in the amount of $150,000. The note was secured by two promissory notes and 150,000 restricted shares of the Company’s common stock. The notes bore interest at 8% per annum. The notes were due in full, together with accrued interest, in September 2003.

In January 2003, the Company issued 450,000 restricted shares of common stock in full consideration of payment of the two promissory notes and accrued interest to date of $4,000.

Note H—Stock Repurchase

During the year ended December 31, 2002, the Company repurchased 5,416,229 shares of Global Broadcast Group, Inc. common stock from two of the Company’s stockholders at an aggregate sum of $150,000. The stock repurchase was paid with funds obtained from the notes payable described in Note G above.

Note I—Lease Arrangements

The Company leases office space on a month to month basis. Rent expense under operating lease was $5,027, $5,484, and $12,425 for the periods ended December 31, 2003, 2002 and the period from date of inception (October 31, 2000) through December 31, 2003, respectively.

Note J—Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported net losses of $920,164 through December 31, 2003. As a result, there is an accumulated deficit of $920,164 at December 31, 2003.

The Company’s continued existence is dependent upon its ability to raise capital or to successfully market and sell its products. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

F-13

No dealer, sales representative or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the company or any of the underwriters. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of any offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that the information set forth herein is correct as of any time subsequent to the date hereof.

Until , (90 days after the date of this Prospectus), all dealers effecting transactions in the registered securities, whether or not participating in this Offering, may be required to deliver a Prospectus. This delivery requirement is in addition to the obligations of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

TABLE OF CONTENTS


		Page
Prospectus Summary		1
Summary Financial Data		4
Risk Factors		4
Forward Looking Statements		8
Use of Proceeds		8
Dilution		8
Selling Shareholders		8
Management’s’ Discussion and Analysis of Financial Condition and Results of Operations		22
Description of Business		25
Legal Proceedings		32
Description of Property		32
Management		33
Executive Compensation		35
Principal Shareholders		36
Certain Relationships and Related Transactions		37
Description of Securities		38
Market for Common Equity and Related Shareholder Matters		39
Legal Matters		41
Experts		41
Index to Financial Statements		F-1

8,161,871 SHARES

GLOBAL BROADCAST GROUP, INC.

COMMON STOCK PROSPECTUS

May , 2004

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware Corporation Act (the “Corporation Act”) permits the indemnification of directors, employees, officers and agents of Delaware corporations. Our Articles of Incorporation (the “Articles”) and Bylaws provide that our company shall indemnify its directors and officers to the fullest extent permitted by the Corporation Act.

The provisions of the Corporation Act that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for (a) violations of criminal laws, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution and (d) willful misconduct or conscious disregard for the best interests of our company in a proceeding by or in the right of a shareholder. The statute does not affect a director’s responsibilities under any other law, such as the Federal securities laws.

The effect of the foregoing is to require us to indemnify our officers and directors of for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

ITEM 25.

OTHER EXPENSES OF ISSUANCE AND OFFERING

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities made hereby. We are responsible for the payment of all expenses in connection with the Offering.


SEC Registration Fee	$	124
Printing and Engraving*	$	2,000	*
Legal Fees and Expenses*	$	15,000	*
Accounting Fees and Expenses*	$	5,000	*
Miscellaneous*	$	2,000	*
Total	$	24,124	*

Estimated

II - 1

ITEM 26.

RECENT SALES OF UNREGISTERED SECURITIES.

Within the past three years, we have sold the following securities without registering the securities under the Securities Act:

From July 2001 until September 2002, we raised $374,500 in the form of loans from individuals residing offshore. The loans were made in reliance on Regulation S based on the offshore transactions. From March 2002 through April 2003, all foreign note holders elected to convert the debt into 1,196,000 shares of GBG common stock. The shares may be resold in compliance with the provisions of Rule 144 of the Securities Act of 1933, as amended.

In October 2002, we issued 640,000 shares of our common stock for services. These were issued pursuant to Rule 504 of Regulation D. Forty thousand (40,000) shares were issued to Pim de Koekkoek for investor relations services and 600,000 shares were issued to GBG employee Jeanette Nohe in consideration of her employment with GBG.

In December 2002, we issued 50,000 shares of our common stock to each of James Goodman and Michael D. Rocha for the time spent serving as board members of GBG. These shares were issued pursuant to Section 4(2).

During 2003, we raised capital pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, by selling 295,000 shares of our common stock to five non-affiliated investors for $36,250.

In May 2003, we issued 75,000 shares of our common stock for services provided by a third party. We charged operations in 2003 for $25,000 for the fair value of services rendered and charged common stock and additional paid-in capital for $75 and $24,925, respectively.

During August 2003 and October 2003, we entered into two loan agreements with a shareholder of GBG in the amounts of $7,000 and $7,500 respectively. At the shareholder’s option, the notes are convertible into shares of GBG’s common stock equal in number to the amount determined by dividing each $1,000 of the note principal to be converted by the Conversion Price. The Conversion Price is $0.10.

During October 2003, we entered into a loan agreement with an unrelated party in the amount of $150,000. The note is convertible at the note holder’s option at any time during the term of the

II - 2

note into shares of GBG’s common stock equal in number to the amount determined by dividing $1,000 of the note principal to be converted by the Conversion Price. The Conversion Price is $0.2.

Our securities are not registered under the Securities Act of 1933, and, therefore, no offering may be made which would constitute a “public offering” within the meaning of the Securities Act of 1933, unless the shares are registered pursuant to an effective registration statement under the Act. The shares issued for services were issued without general solicitation and were not part of a public distribution of securities.

The shareholders may not sell, transfer, pledge or otherwise dispose of the common shares of GBG in the absence of either an effective registration statement covering said shares under the 1933 Act and relevant state securities laws, or an opinion of counsel that registration is not required under the Act or under the securities laws of any such state.

ITEM 27.

EXHIBITS.


*Exhibit No.*		*Description of Document*

2		Agreement and Plan of Merger of City View, Inc., a Florida corporation and Global Broadcast Group, Inc., formerly known as Galli Process, Inc., a Delaware corporation⁽¹⁾

3.1		Certificate of Incorporation⁽¹⁾

3.2		Certificate of Amendment⁽¹⁾

3.3		Authorization to Transact Business in Florida⁽¹⁾

3.4		Bylaws⁽¹⁾

5		Opinion and Consent of Adorno & Yoss, P.A⁽³⁾

14		Code of Ethics⁽²⁾

23.1		Consent of Rotenberg & Co. LLP⁽³⁾

23.2		Consent of Adorno & Yoss, P.A. is included in Exhibit 5

⁽¹⁾	Incorporated by reference to exhibits with the corresponding numbers filed with our registration statement on Form 10-SB (File No. 000-50155) filed January 17, 2003.

⁽²⁾	Previously submitted with our Form 10-KSB, (File No. 000-50155) filed April 14, 2004.

⁽³⁾	Previously submitted with our Form SB-2, (File No. 333-114985) filed April 29, 2004

ITEM 28.

UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement which includes any material information with respect to the

II - 3

plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officer, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II - 4

SIGNATURE

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Amended Registration Statement to be signed on its behalf by the undersigned, in Clearwater, Florida on May 11, 2004.


				GLOBAL BROADCAST GROUP, INC.

				/s/ Sam Winer

				Sam Winer Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacity and on the dates indicated.



Date: May 11, 2004				/s/ Sam Winer

				Sam Winer, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors

Date: May 11, 2004				/s/ Michael D. Rocha

				Michael D. Rocha, Vice President and Member of the Board of Directors

INDEX TO EXHIBITS


*Exhibit No.*		*Description of Document*

2		Agreement and Plan of Merger of City View, Inc., a Florida corporation and Global Broadcast Group, Inc., formerly known as Galli Process, Inc., a Delaware corporation⁽¹⁾

3.1		Certificate of Incorporation⁽¹⁾

3.2		Certificate of Amendment⁽¹⁾

3.3		Authorization to Transact Business in Florida⁽¹⁾

3.4		Bylaws⁽¹⁾

5		Opinion and Consent of Adorno & Yoss, P.A⁽³⁾

14		Code of Ethics⁽²⁾

23.1		Consent of Rotenberg & Co. LLP⁽³⁾

23.2		Consent of Adorno & Yoss, P.A. is included in Exhibit 5

⁽¹⁾	Incorporated by reference to exhibits with the corresponding numbers filed with our registration statement on Form 10-SB (File No. 000-50155) filed January 17, 2003.

⁽²⁾	Previously submitted with our Form 10-KSB, (File No. 000-50155) filed April 14, 2004.

⁽³⁾	Previously submitted with our Form SB-2, (File No. 333-114985) filed April 29, 2004