-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8x8oNvDufRGOgnq4N1zfdVNOqpoNwEyFNpqgSDzHM3jrDarCJQ6OgFMaUjVcUoy p4ERuO9TQV05ZEQEZt+QIA== 0001144204-05-038577.txt : 20051202 0001144204-05-038577.hdr.sgml : 20051202 20051202110710 ACCESSION NUMBER: 0001144204-05-038577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051202 ITEM INFORMATION: Other Events FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALNET CORP CENTRAL INDEX KEY: 0000810932 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 752863583 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24962 FILM NUMBER: 051239450 BUSINESS ADDRESS: STREET 1: 16990 DALLAS PARKWAY SUITE 106 STREET 2: SUITE 106 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9728181058 MAIL ADDRESS: STREET 1: 16990 DALLAS PARKWAY SUITE 106 STREET 2: SUITE 106 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: IDIAL NETWORKS INC DATE OF NAME CHANGE: 20000316 FORMER COMPANY: FORMER CONFORMED NAME: DESERT SPRINGS ACQUISITION CORP DATE OF NAME CHANGE: 19960717 FORMER COMPANY: FORMER CONFORMED NAME: BARTEL FINANCIAL GROUP INC DATE OF NAME CHANGE: 19941021 8-K 1 v030834_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(D) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 2, 2005 GLOBALNET CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-24962 75-2863583 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2616 South Loop West, Suite 660, Houston, Texas 77054 (Address of principal executive offices) Registrant's telephone number, including area code: (832) 778-9591 Copy of correspondence to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Tel: (212) 930-9700 Fax: (212) 930-9725 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 Other Events Globalnet Corporation (the "Company") provides the following information as an update on its current financial condition and operations. All statements, other than statements of historical facts, included in this report regarding the Company's strategy, expected future financial position, development and marketing of products, competitive position, and plans and objectives of management are forward-looking statements. Words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "will" and other similar expressions help identify forward-looking statements, although not all forward-looking statements contain these identifying words. In particular, the statements regarding the timing of the filings of the restated financial statements for the on Form 10-K for the year ended December 31, 2003 and the financial statements for the years ended December 31, 2004 and 2005, the continued implementation of the Company's strategic plan, the expected future monthly losses, the availability and terms and conditions of new financing, and the impact of capital allocation decisions should new financing be obtained, are forward-looking statements. These forward-looking statements involve substantial risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company's business and the telecommunications industry in which the Company operates. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the Company's forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that the Company makes. In addition, the forward looking financial information presented below was prepared using very basic information and assumptions which did not include all, information and assumptions generally used in the preparation of forward looking financials. Furthermore, the forwarding looking financial information presented below assumes the Company is able to obtain funding when needed and on reasonable terms. There can be no assurance when or if the Company will obtain funding or the terms of any such funding. At the present time the Company does not have sufficient cash to fund its operations. The Company's forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that the Company may make. The Company does not assume any obligation to update any forward-looking statements. Audited Financial Statement and Financial Information Updates On May 13, 2005, the Audit Committee and management of the Company concluded that, based on discussions with the SEC, the Company's financial statements for the fiscal quarters ended September 30, 2003, March 31, 2004, June 30, 2004 and September 30, 2004 and the fiscal year ended December 31, 2003 should be restated to correct the accounting treatment of the merger between the Company and GlobalNet International, Inc. that occurred in August 2003 and the subsequent extinguishment of the Series A Preferred Stock and return of common stock by a major shareholder at the time. Issues have also been raised regarding the treatment of certain financial instruments, and specifically, the applicability of various derivative accounting standards upon the Company's specific fact pattern. Accordingly, such financial statements should no longer be relied upon. On July 28, 2005, the Company announced that Ehrhardt Keefe Steiner & Hottman PC ("Ehrhardt") had resigned as the Company's independent registered public accountants. On August 3, 2005, the Company announced the appointment of De Leon & Company, P.A. as its independent registered public accountants, and also announced the resignation of the Company's Chief Financial Officer, Mr. Thomas Seifert. On August 24, 2005, the Company announced the appointment of Mr. Thomas P. Dunn as Chief Financial Officer. 2 The Company has consolidated its accounting in Houston, Texas, and has also hired a new corporate controller. As a result of the key personnel and auditor changes, the complexity of the accounting issues involved, and the review time that is necessary on each of the revised filings, the Company now expects, although it cannot provide any guarantees, to be fully current with all filings, including the 2005 Annual Report on Form 10-K, by March 31, 2006. As the various earlier dated period restatements are completed, the Company currently expects to file them sequentially, upon completion of review and/or audit. Until these restatements, Annual Reports of Form 10-KSB for the year ended December 31, 2004 and 2005 and Quarterly Reports on Form 10-Q are filed, the Company is only able to provide limited financial information. The financial information that can be provided is preliminary, and therefore subject to change. Limited Financial Information Update For the quarter ended September 30, 2005, the Company recorded gross revenues of approximately $3,200,000. The Company's sales do not include any contribution from GlobalNet International, LLC, which ceased operations in June 2005. The Company's sales have continued to decline in the months of October and November, and substantially so in the latter month. In November, 2005, the Company significantly reorganized its sales department. While the longer-term effects of this reorganization are believed to be advantageous, the short-term disruptions on sales efforts have been significant. The Company is experiencing cash losses of approximately $300,000 per month. These monthly cash losses, under various scenarios developed by management, are expected to continue at approximately these same levels well into 2006. The size of the losses and the trend lines of these losses are dependent upon the Company's success in rebuilding its wholesale business, as well as upon the success of the Company's Voice Over Internet Protocol ("VoIP") new product rollouts. If these efforts are successful, certain modeling scenarios indicate a more rapid reduction in monthly cash losses. As disclosed in the Company's Current Report on Form 8-K, filed on October 28, 2005, the Company does not have sufficient capital resources to fund the Company's business plan through the end of the year. Accordingly, the Company will be forced to seek additional funding, and the success of such efforts are not assured. Any such additional funding would likely further dilute the interests of existing shareholders. In the event that additional funding is obtained on terms and conditions acceptable to the Company, which is not assured, the Company's business plan may be radically altered by the terms and conditions of such funding. Capital allocation decisions may affect the Company's ability to offer certain products or continue certain lines of business. In such event, any current expectations of future cash losses would be materially affected by these decisions. VoIP Initiatives The Company has made significant progress in developing an array of VoIP products. The Company has increasingly focused on the technologies of the future, and today, the Company's operating model is based on our award winning iDial-IP Turn-Key VoIP solution. GlobalNet's VoIP solution allows Internet Service Providers (ISPs) and major telecom business customers to enter the VoIP market with little start-up cost and scale operations as needed. Specifically, we target the enterprise market where businesses want to offer VoIP technology without the investment in product development and telecom equipment inherent in building out a carrier-class VoIP platform. 3 Although significant work remains to successfully migrate to these new product platforms, initial customer response to the VoIP product lines has been encouraging. It is believed that access to acceptable levels of funding to develop and market these product lines will be critical to ultimate success or failure in these offerings. Management's Accomplishments - 2005 1. Subsidiary dismissed from Bankruptcy and ceased operations. 2. MCI debt settled. 3. Cisco lease settled. 4. Former majority shareholder (GEF) no longer involved with Company. 5. Consolidated operations into Houston and San Antonio. 6. Reorganized sales organization. 7. Hired New CFO: On track to complete 2003 re-audit. 8. Instituted Real Time Profitability Reporting System 9. Received "Best of Show" for Internet Telephony Show, 2005 Today's Business o Carrier Sales (Wholesale) - - Historically, Company Expertise - - If adequately funded can generate $2 M revenues per month within 2006 - - Infrastructure Sufficient to grow business - - Requires expansion of sales force - - One Full Time Network Planner (buyer) required - - Capital allocation decisions may ultimately affect viability of wholesale product line Wholesale Business Supports Enhanced Services Growth Business - - VoIP (Enhanced Services) - - Exploding Market Demand - - Application Not Technology Driven - - Initial Platform, Services, Infrastructure Substantially Developed - - Gross Profit Margins Expected To Exceed 25% - - Monthly Revenue of $1 Million within 2006 - - Requires at least 3 New Sales Managers, 3 Technicians, 2 Product Developers, OSS System Unique Opportunity for GlobalNet Competitive Advantages Enhanced Services Platform Established for Resale Carriers or ISPs Can Use Service with low Investment Each Can "Private Label" Service GlobalNet Carrier Rates a Major Advantage 4 High Revenue & Margins for Resellers PBX/Centrex Features Support Business Applications Attractive for Small Business Minimum investment Higher Margin Business Service now being offered to ISPs on a limited basis It's A Sales & Marketing Game Resale Channels of Distribution ISPs - Now 2 Customers: Multiple Current Prospects Wireless Manufacturer - Now in Proposal Stage CLECs - Next Interconnect Companies - After Rollout of PBX/Centrex Service Requiring Transparent Technology Support Web Interface OSS System Billing Open Market, Few Leaders 2006 Plan o Capital Availability and Allocation Materially Affects Ability to Execute Plan o Carrier Sales Grow Revenue to $2 Million per month in 2006 Focus on Higher Margin Routes Expand Business within Select Group of Customers o Enhanced Services Grow Revenue to $1 Million per month in 2006 Focus on ISPs Expand Platform to Offer PBX/Centrex Features Stabilize Carrier Sales, Grow Enhanced Services in 2006 Potential 2006 Scenario w/ Adequate Funding
Q1 Q2 Q3 Q4 2006 2006 2006 2006 Total Sales $3,675 $4,950 $6,900 $8,900 $24,425 Expenses $4,455 $5,517 $7,197 $8,893 $26,062 EBITDA W/O Non-Recurring or Non-Operating Items ($780) ($567) ($297) $7 ($1,637) *Assumes full funding of business plan
5 SIGNATURE Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GLOBALNET CORPORATION By: /s/ MARK T. WOOD ---------------- Mark T. Wood CEO Dated: December 2, 2005 6
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