SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
| x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2004
OR
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File No. 000-50155
DIAGNOSTIC CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
| DELAWARE | 02-0563302 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
18495 U.S. Hwy 19N, Clearwater, Florida 33764
(Address of principal executive offices)
(727) 533-8300
(Registrant’s telephone number, including area code)
GLOBAL BROADCAST GROUP, INC.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
As of November 10, 2004, there were 12,567,871 shares of our Common Stock, $.001 par value outstanding.
DIAGNOSTIC CORPORATION OF AMERICA
| Page | ||||
| PART I. FINANCIAL INFORMATION |
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| Item 1. |
Financial Statements |
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| Consolidated Balance Sheets at September 30, 2004 (Unaudited) and December 31, 2003 |
1 | |||
| 2-3 | ||||
| 4-5 | ||||
| 6-7 | ||||
| 8-9 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial |
10 | ||
| Item 3. |
14 | |||
| PART II. OTHER INFORMATION |
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| Item 1. |
14 | |||
| Item 2. |
14 | |||
| Item 3. |
14 | |||
| Item 4. |
14 | |||
| Item 5. |
15 | |||
| Item 6. |
15 | |||
ii
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
| (Unaudited) September 30, |
December 31, |
|||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and Cash Equivalents |
$ | 287,825 | $ | 60,120 | ||||
| Total Assets |
$ | 287,825 | $ | 60,120 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
| Current Liabilities |
||||||||
| Accounts Payable |
$ | 62,024 | $ | 47,757 | ||||
| Accrued Interest Payable |
18,395 | 4,159 | ||||||
| Accrued Payroll |
60,629 | 50,559 | ||||||
| Convertible Notes Payable |
564,500 | 164,500 | ||||||
| Due to Stockholder |
59,875 | 48,378 | ||||||
| Total Liabilities |
765,423 | 315,353 | ||||||
| Stockholders’ Deficit |
||||||||
| Common Stock - $.001 Par Value; 50,000,000 Shares Authorized, 12,567,871 and 12,317,871 Shares Issued and Outstanding, respectively |
12,568 | 12,318 | ||||||
| Additional Paid-in Capital |
672,713 | 652,613 | ||||||
| Deficit Accumulated During Development Stage |
(1,162,879 | ) | (920,164 | ) | ||||
| Total Stockholders’ Deficit |
(477,598 | ) | (255,233 | ) | ||||
| Total Liabilities and Stockholders’ Deficit |
$ | 287,825 | $ | 60,120 | ||||
The accompanying notes are an integral part of these financial statements.
- 1 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| Number of Shares |
Common Stock ($0.001 Par Value) |
Additional Paid-In Capital |
Deficit Accumulated During Development Stage |
Total Stockholders’ 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) |
928,500 | (1) | 929 | 308,571 | — | 309,500 | |||||||||||||
| Common Shares Issued for Cash - Private Placement (Global Broadcast) |
267,500 | 267 | 64,734 | — | 65,001 | ||||||||||||||
| Shares Issued for Services Rendered |
640,000 | 640 | 5,360 | — | 6,000 | ||||||||||||||
| Shares Issued to Directors for Services Rendered |
100,000 | 100 | 3,900 | — | 4,000 | ||||||||||||||
| Shares Repurchased |
(5,416,229 | ) | (5,416 | ) | (144,584 | ) | — | (150,000 | ) | ||||||||||
| Capital Contribution - Shareholder |
— | — | 200,000 | — | 200,000 | ||||||||||||||
| Net Loss for the Period |
— | — | — | (628,088 | ) | (628,088 | ) | ||||||||||||
| Balance - December 31, 2002 |
11,497,871 | $ | 11,498 | $ | 438,183 | $ | (628,088 | ) | $ | (178,407 | ) | ||||||||
| (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.
- 2 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT - continued
| Number of Shares |
Common Stock ($0.001 Par Value) |
Additional Paid-In Capital |
Deficit Accumulated During Development Stage |
Total Stockholders’ Deficit |
||||||||||||
| 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 (Unaudited) |
— | — | — | (201,124 | ) | (201,124 | ) | |||||||||
| Balance - September 30, 2003 (Unaudited) |
12,317,871 | 12,318 | 652,613 | (829,212 | ) | (164,281 | ) | |||||||||
| Net Loss for the Period (Unaudited) |
— | — | — | (90,952 | ) | (90,952 | ) | |||||||||
| Balance - December 31, 2003 |
12,317,871 | 12,318 | 652,613 | (920,164 | ) | (255,233 | ) | |||||||||
| Common Shares Subscribed - Private Placement (Global Broadcast) |
— | — | 10,000 | — | 10,000 | |||||||||||
| Shares Issued for Services Rendered |
50,000 | 50 | 1,950 | — | 2,000 | |||||||||||
| Shares Issued to Directors for Services Rendered |
200,000 | 200 | 7,800 | — | 8,000 | |||||||||||
| Capital Contribution - Shareholder |
— | — | 350 | — | 350 | |||||||||||
| Net Loss for the Period (Unaudited) |
— | — | — | (242,715 | ) | (242,715 | ) | |||||||||
| Balance - September 30, 2004 (Unaudited) |
12,567,871 | $ | 12,568 | $ | 672,713 | $ | (1,162,879 | ) | $ | (477,598 | ) | |||||
The accompanying notes are an integral part of these financial statements.
-3-
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Period From Date of Inception September 30, 2004 |
||||||||||||
| Three Months Ended September 30, |
||||||||||||
| 2004 |
2003 |
|||||||||||
| Revenues |
$ | 500 | $ | — | $ | — | ||||||
| Expenses |
||||||||||||
| Commissions |
11,250 | — | — | |||||||||
| General and Administrative |
36,468 | 3,932 | 2,029 | |||||||||
| Insurance |
69,994 | 5,366 | 8,077 | |||||||||
| Interest |
24,694 | 7,079 | 61 | |||||||||
| Investment Banker |
39,970 | — | — | |||||||||
| Management Fees |
313,392 | 30,000 | 20,000 | |||||||||
| Marketing |
81,000 | 30,000 | — | |||||||||
| Organizational Costs |
164,853 | — | — | |||||||||
| Payroll Taxes |
12,578 | 956 | 957 | |||||||||
| Production Equipment |
24,257 | — | — | |||||||||
| Professional Fees |
147,068 | 4,844 | 585 | |||||||||
| Rent |
17,696 | 1,757 | 1,371 | |||||||||
| Salaries |
163,097 | 12,501 | 12,501 | |||||||||
| Telephone |
19,977 | 1,126 | 1,152 | |||||||||
| Transfer Agent Fees |
8,225 | 2,136 | 390 | |||||||||
| Travel |
28,860 | 785 | 1,801 | |||||||||
| Total Expenses |
1,163,379 | 100,482 | 48,924 | |||||||||
| Loss Before Provision for Taxes |
(1,162,879 | ) | (100,482 | ) | (48,924 | ) | ||||||
| Provision for Taxes |
— | — | — | |||||||||
| Net Loss for the Period |
$ | (1,162,879 | ) | $ | (100,482 | ) | $ | (48,924 | ) | |||
| Weighted Average Number of Common Shares Outstanding - Basic and Diluted |
12,722,809 | 12,331,498 | 12,317,871 | |||||||||
| Net Loss per Common Share - Basic and Diluted |
$ | (0.09 | ) | $ | (0.01 | ) | $ | (0.00 | ) | |||
- continued -
The accompanying notes are an integral part of these financial statements.
- 4 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - continued
| Nine Months Ended September 30, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues |
$ | — | $ | — | ||||
| Expenses |
||||||||
| General and Administrative |
8,058 | 6,191 | ||||||
| Insurance |
11,823 | 21,123 | ||||||
| Interest |
16,535 | 61 | ||||||
| Management Fees |
78,000 | 56,000 | ||||||
| Marketing |
30,000 | 25,000 | ||||||
| Payroll Taxes |
3,058 | 2,637 | ||||||
| Professional Fees |
42,205 | 30,530 | ||||||
| Rent |
5,271 | 4,113 | ||||||
| Salaries |
39,503 | 34,467 | ||||||
| Telephone |
3,439 | 4,451 | ||||||
| Transfer Agent Fees |
3,360 | 1,880 | ||||||
| Travel |
1,463 | 14,671 | ||||||
| Total Expenses |
242,715 | 201,124 | ||||||
| Loss Before Provision for Taxes |
(242,715 | ) | (201,124 | ) | ||||
| Provision for Taxes |
— | — | ||||||
| Net Loss for the Period |
$ | (242,715 | ) | $ | (201,124 | ) | ||
| Weighted Average Number of Common Shares Outstanding - Basic and Diluted |
12,331,498 | 12,201,269 | ||||||
| Net Loss per Common Share - Basic and Diluted |
$ | (0.02 | ) | $ | (0.02 | ) | ||
The accompanying notes are an integral part of these financial statements.
- 5 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Period From Date of Inception (October 31, 2000) Through September 30, 2004 |
Nine Months Ended September 30, |
|||||||||||
| 2004 |
2003 |
|||||||||||
| Cash Flows from Operating Activities |
||||||||||||
| Net Loss for the Period |
$ | (1,162,879 | ) | $ | (242,715 | ) | $ | (201,124 | ) | |||
| Non-Cash Adjustments |
||||||||||||
| Organizational Costs Paid by Shareholders |
14,853 | — | — | |||||||||
| Franchise Taxes and Filing Fees Paid by Shareholders |
202 | — | — | |||||||||
| Contributed Services by Shareholders |
125 | — | — | |||||||||
| Common Stock Issued for Services Rendered |
45,000 | 10,000 | 25,000 | |||||||||
| Changes in Assets and Liabilities |
||||||||||||
| Accounts Receivable |
— | — | 1,160 | |||||||||
| Accounts Payable |
62,024 | 14,267 | 30,940 | |||||||||
| Accrued Interest Payable |
22,395 | 14,236 | 61 | |||||||||
| Accrued Payroll |
60,629 | 10,070 | 37,104 | |||||||||
| Due to Stockholder |
59,875 | 11,497 | 62,319 | |||||||||
| Net Cash Flows from Operating Activities |
(897,776 | ) | (182,645 | ) | (44,540 | ) | ||||||
| Cash Flows from Investing Activities |
— | — | — | |||||||||
| Cash Flows from Financing Activities |
||||||||||||
| Contribution by Shareholder |
200,350 | 350 | — | |||||||||
| Proceeds from the Issuance of Convertible Notes Payable |
564,500 | 400,000 | 7,000 | |||||||||
| Proceeds from the Issuance of Notes Payable |
150,000 | — | — | |||||||||
| Proceeds from the Issuance of Common Stock |
410,751 | — | 36,250 | |||||||||
| Proceeds from Common Stock Subscription |
10,000 | 10,000 | — | |||||||||
| Common Stock Repurchased |
(150,000 | ) | — | — | ||||||||
| Net Cash Flows from Financing Activities |
1,185,601 | 410,350 | 43,250 | |||||||||
| Net Change in Cash and Cash Equivalents |
287,825 | 227,705 | (1,290 | ) | ||||||||
| Cash and Cash Equivalents - Beginning of Period |
— | 60,120 | 1,462 | |||||||||
| Cash and Cash Equivalents - End of Period |
$ | 287,825 | $ | 287,825 | $ | 172 | ||||||
- continued -
The accompanying notes are an integral part of these financial statements.
- 6 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued
| Period From Date of Inception (October 31, 2000) Through September 30, 2004 |
Nine Months Ended September 30, | ||||||||
| 2004 |
2003 | ||||||||
| Supplemental Disclosures |
|||||||||
| Interest Paid |
$ | — | $ | 2,299 | $ | — | |||
| Income Taxes Paid |
$ | — | $ | — | $ | — | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES |
|||||||||
| Issuance of Common Stock via Conversion of Notes Payable and Accrued Interest Payable |
$ | 154,000 | $ | — | $ | 154,000 | |||
The accompanying notes are an integral part of these financial statements.
- 7 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The condensed consolidated financial statements of Global Broadcast Group, Inc. and Subsidiary (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-KSB, and other reports filed with the SEC.
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with the Company’s registration with the SEC, costs incurred to raise capital, and stock awards.
Note B - Principles of Consolidation
In August 2004, Global Broadcast Group, Inc. activated a wholly-owned subsidiary, Diagnostic Medical Partners, LLC, for the purpose of marketing and leasing diagnostic medical equipment for future business acquisitions.
The consolidated financial statements include the accounts of Global Broadcast Group, Inc. and its wholly owned subsidiary, Diagnostic Medical Partners, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Note C - Common Stock
In April 2004, the Company granted 200,000 shares of its common stock to directors for services rendered. The Company charged operations in 2004 for $8,000 for the fair value of services rendered and credited common stock and additional paid-in-capital for $200 and $7,800, respectively.
In April 2004, the Company granted 50,000 shares of its common stock to an employee for services rendered. The Company charged operations in 2004 for $2,000 for the fair value of services rendered and credited common stock and additional paid-in-capital for $50 and $1,950, respectively.
In July 2004, the Company received $10,000 in cash from a shareholder in exchange for 100,000 additional shares of common stock. As of September 30, 2004, these shares have not been issued.
- 8 -
GLOBAL BROADCAST GROUP, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Clearwater, Florida
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note D - Convertible Notes Payable
During August 2004, the Company entered into a loan agreement with an unrelated third party in the amount of $200,000. The note bears interest at 12% per annum and is secured by 800,000 restricted shares of the Company’s common stock. The note is due in full, together with accrued interest, on September 9, 2005.
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.
During September 2004, the Company entered into a loan agreement with an unrelated third party in the amount of $200,000. The note bears interest at 12% per annum and is secured by 800,000 restricted shares of the Company’s common stock. The note is due in full, together with accrued interest, on October 6, 2005.
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.
Note E - Going Concern
The Company’s consolidated 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 $1,162,879 through September 30, 2004. As a result, there is an accumulated deficit of $1,162,879 at September 30, 2004.
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.
Note F - Subsequent Event
In October 2004, the Board of Directors approved to change the name of Global Broadcast Group, Inc. to Diagnostic Corporation of America.
- 9 -
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion is based upon, and should be read in conjunction with our consolidated financial statements as of September 30, 2004, and for the three and nine months ended September 30, 2004 and 2003, together with the notes to the consolidated 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.
Results of Operations
Quarter ended September 30, 2004 as compared to quarter ended September 30, 2003
Selling Expenses
Selling expenses for the quarter ended September 30, 2004 were $31,000 as compared to $2,000 for the quarter ended September 30, 2003, an increase of $29,000 or 94%. The increase was due to a significant increase in our marketing efforts.
General and administrative expenses
General and administrative expenses for quarter ended September 30, 2004 were $63,000, an increase of $16,000 or 34% as compared to $47,000 for the quarter ended September 30, 2003. General and administrative expenses primarily include salaries, investment banker fees, management fees, professional fees and general operating expenses. The increase is primarily due to an increase in management fees, professional fees and transfer agent fees. The increase is offset by a decrease in insurance expense.
Interest expense
Interest expense for quarter ended September 30, 2004 was $7,000, an increase of $7,000 compared to $-0- for the quarter ended September 30, 2003. The increase is due to interest on the convertible notes payable entered into during the fourth quarter of 2003 and the third quarter of 2004.
Nine months ended September 30, 2004 as compared to nine months ended September 30, 2003:
Selling Expenses
Selling expenses for the nine months ended September 30, 2004 were $31,000 a decrease of $9,000 or 23%, from $40,000 for the nine months September 30, 2003. While our marketing expenses increased, a significant decrease in our travel expenses significantly offset the increase.
-10 -
General and administrative expenses
General and administrative expenses for nine months ended September 30, 2004 were $195,000 an increase of $34,000 or 21%, from $161,000 for the nine months September 30, 2003. General and administrative expenses primarily include salaries, investment banker fees, management fees, professional fees and general operating expenses. The increase is primarily due to an increase in management fees, salaries, professional fees and transfer agent fees. The increase is offset by a decrease in insurance expense.
Interest expense
Interest expense for nine months ended September 30, 2004 was $17,000, an increase of $17,000 compared to $-0- for the nine months September 30, 2003. The increase is due to interest on the convertible notes payable entered into during the fourth quarter of 2003 and the third quarter 2004.
Liquidity and Capital Resources
As reflected in the Statement of Cash Flows for the nine months ended September 30, 2004 and 2003, net cash flows from operating activities for the nine months ended September 30, 2004 was ($183,000), an increase of ($138,000) or 306% from ($45,000) for the nine months ended September 30, 2003. The decrease is primarily the result of a decrease in accounts receivable of $1,000, a decrease in accounts payable of $17,000, a decrease in accrued payroll of $27,000, a decrease in the amount due to stockholder of $51,000 and a decrease in common stock issued of $15,000. This is offset by an increase in accrued interest payable of $14,000.
Net cash flows from financing activities for the nine months ended September 30, 2004 was $410,000, an increase of $367,000 or 853% from $43,000 for the nine months ended September 30, 2003. The increase is due to proceeds from the issuance of convertible notes payable.
Due to the lack of revenue, we have relied upon proceeds realized from the private sale of our common stock, cash contributions from stockholders, advances from a stockholder and the issuance of notes payable to meet our funding requirements. Funds raised by us in the quarter ended September 30, 2004 have been expended primarily in connection with the implementation of Diagnostic Medical Partners, LLC, a Florida limited liability company and wholly owned subsidiary to market and lease equipment for a process known as “teleradiology” and medical testing.
As of September 30, 2004, we have reported net losses and show an accumulated deficit of $1,162,897. We had cash on hand of $287,825.
During the next 12 months, we expect to spend between $250,000 to $300,000 on operating expenses. Our significant expenses will be management fees, professional fees, marketing and insurance. To fund operations, we plan to use our existing financial resources, proceeds from the sale of additional common stock, as needed, and stockholder infusion of cash, as needed. We
- 11 -
have not entered into any material capital commitments other than two (2) loan agreements with an unrelated third party for an aggregate of $400,000 during the quarter ended September 30, 2004.
Off-Balance Sheet Items
We have no material off-balance sheet arrangements.
Application of Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Our critical accounting policies include revenue recognition and accounting for income taxes.
Revenue Recognition
We recognize revenue in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” We will recognize revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of arrangement exists; delivery has occurred; the sales price is fixed and determinable; and the ability to collect is reasonably assured. We will provide for the estimated costs of warranties and reduce revenue for estimated returns.
For sales related to services, we 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. We will only recognize our 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 lease.
Income Taxes
We account 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
- 12 -
operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.
Plan of Operation
Effective November 12, 2004, we changed the name of the Company to Diagnostic Corporation of America to provide a more accurate description of our current operations and to be consistent with our marketing efforts in the medical diagnostic industry.
In August 2004, we engaged Diagnostic Medical Partners, a Florida limited liability company we formed in November 2003 and wholly-owned subsidiary, to market and lease equipment for teleradiology and medical testing. We are looking to acquire independent testing facilities in order to set up hubs for the receipt and interpretation of data and to consolidate independent operators in the fragmented $12 billion MRI industry. Diagnostic Medical Partners will also be a world-wide distributor for Digital Motion X-ray (“DMX”), an alternative use of x-ray technology. We believe that DMX is complementary to independent MRI centers because a great part of their business is composed of accident victims. Diagnostic Medical Partners will lease DMX units on a “use” lease basis. We will receive a percentage of the revenues derived from each test for five (5) years after which time the facility will own the equipment.
Employees
We currently have two (2) full-time employees. During the next 12 months, we do not anticipate hiring more than two additional employees.
Financing/Capital Commitments
During the quarter ended September 30, 2004, we entered into two (2) loan agreements with an unrelated third party for an aggregate of $400,000. Each loan agreement was in the amount of $200,000 bearing interest at 12% per annum. Each note is secured by 800,000 restricted shares of our common stock. The notes are convertible into shares of our common stock equal in number to the amount determined by dividing each $1,000 of note principal to be converted by the conversion price of $0.25 at any time during the term of the notes. The notes are due in full together with accrued interest, on September 9, 2005 and October 6, 2005, respectively.
Unless we receive adequate outside financing to fund our capital commitments, our operations will continue to be limited to those that can be effected through stockholder infusions of cash and from proceeds from the sale of additional common stock.
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| Item 3: | Controls and Procedures |
An evaluation of the our disclosure controls and procedures as defined in Rule 13(a)-15(e) of the Exchange Act, as of September 30, 2004, was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures currently in place are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We intend to continually review and evaluate the design and effectiveness of our disclosure controls and procedures and to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. There have been no changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Act that occurred during the quarter ended September 30, 2004, that has materially affected, or is reasonably likely to affect, our internal control over the financial reporting.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
None.
| Item 2. | Change in Securities and Use of Proceeds |
During the quarter ended September 30, 2004, we were cleared to trade our common stock on the OTC Bulletin Board under the symbol is GBCG.OB. In connection with our name change, we obtained a new CUSIP number and a new symbol “DGCP” which will be effective at the open of the market on November 15, 2004.
In July 2004, we issued 250,000 shares of our common stock that were originally granted to three stockholders in April 2004. We also granted 100,000 shares in exchange for $10,000 from a stockholder; however, as of September 30, 2004, these shares have not been issued.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Submission of Matters to a Vote of Security Holders |
On October 20, 2004, the directors and a majority of the holders of the voting capital stock considered and voted on an amendment to the Corporation’s Certificate of Incorporation to change the name of the Company to better reflect the business of the Company. We filed a 14C Information Statement with the SEC on October 22, 2004, providing notice to all stockholders that a majority action of stockholders in lieu of an annual meeting of the Company was taken on
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October 20, 2004 to authorize an amendment to change the name of the Company to Diagnostic Corporation of America. The Certificate of Amendment became effective upon filing on November 12, 2004, with the Delaware Secretary of State.
| Item 5. | Other Information |
None.
| Item 6. | Exhibits and Reports on Form 8-K |
| (a) | Index to Exhibits. |
The exhibits required by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated by reference or filed with this report as follows:
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 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) | |
| 3.5 | Certificate of Amendment to change the name from Global Broadcast Group, Inc. to Diagnostic Corporation of America | |
| 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 | |
| 31 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (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. |
| (b) | Reports on Form 8-K. |
No reports on Form 8-K were filed during the quarter for which this Form 10-QSB is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned authorized officers.
| Date: November 12, 2004 |
/s/ Sam Winer | |||
| Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors | ||||
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