10-Q 1 form10q2010q1.htm FORM 10-Q MARCH 31 2010 Form 10-Q
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One) 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010.
 

or

 

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [            ] to [           ]
 

Commission File Number:

 

0001124019

360 Global Investments

(Exact name of registrant as specified in its charter)

_____________________

 

Nevada   93-0231440

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

     
8439 Sunset Blvd, Suite 402, West Hollywood   90069
(Address of principal executive offices)   (Zip Code)

(310) 777 8889

(Registrant’s telephone number, including area code)

360 Global Wine Co

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

_________________

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated  filer [_]
 
Non-accelerated filer [_]  (Do not check if a smaller reporting company) Smaller reporting company [x]

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 as of January 17, 2013.

 
1
 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 18
Item 4T. Controls and Procedures

PART II — OTHER INFORMATION

Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 20

 

2
 

360 Global Investments

Balance Sheets

March 31, 2010 and December 31, 2009

 

ASSETS
           
    March 31, 2010     December 31, 2009
    (Unaudited)     (Audited)
           
Current assets:        
Cash $ 0   $ 0
Other receivable - funds held in trust   0     0
Total current assets   0     0
           
Assets held-for-sale   0     0
           
Total assets $ 0    $ 0

 

 

The accompany notes are an integral part of the financial statements.

 

 

3
 

 

360 Global Investments

Balance Sheets

March 31, 2010 and December 31, 2009

 

LIABILITIES
           
    March 31, 2010     December 31, 2009
    (Unaudited)     (Audited)
           
Accrued legal fees related to bankruptcy $   $
Accrued Compensation   187,500      150,000 
           
Total current liabilities   187,500      150,000 
           
Total liabilities   187,500      150,000 
           
EQUITY
Stockholders' equity:          
Common stock, $.001 par value, 100,000,000 shares authorized, 8,619,389 shares issued and outstanding as of March 31, 2010 and December 31, 2009.    8,619      8,619 
Additional paid-in capital   61,422,689      61,422,689 
Accumulated deficit   (61,618,808)     (61,581,308)
Total stockholders' equity (Deficit)   (187,500)     (150,000)
           
Total liabilities and stockholders' equity $   $

 

The accompany notes are an integral part of the financial statements.

 

4
 

360 Global Investments

Statements of Operations

Three Months Ended March 31, 2010 and 2009

 

    For the Three Months Ended
    March 31, 2010   March 31, 2009
             
Revenues   $   $
Cost of goods sold        
Gross profit        
             
Operating Expenses:            
Sales and marketing        
General and administrative     37,500      37,500 
Employee stock compensation expense        
Total operating expenses     37,500      37,500 
             
Net income (loss)   $ (37,500)   $ (37,500)
             
             
Earnings (Loss) Per Share of Common Stock (Basic & Diluted)   $ (0.00)   $ (0.00)
             
Weighted average number of shares - Basic & Diluted     8,619,389      8,619,389 

 

The accompany notes are an integral part of the financial statements.

 

5
 

360 Global Investments

Statements of Cash Flows

Three Months Ended March 31, 2010 and 2009

 

 

  For the Three Months Ended
  March 31, 2010   March 31, 2009
           
Cash flows from operating activities:      
Net Income (Loss) $ (37,500)   $ (37,500)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:          
Depreciation and amortization      
Securities issued for services      
Loss on financial instrument derivatives      
Adjustments to net income of continuing operating activities      
           
Decrease (increase) in assets:          
Other receivable - funds held in trusts       250,000 
Inventories      
Prepaid expenses      
Other assets      
Increase (decrease) in liabilities:          
Accounts payable-trade      
Accrued Interest      
Accrued payroll   37,500      37,500 
Accrued expenses       (250,000)
Cash used by operations      
           
Cash flows provided by (used in) investing activities:          
  Additions of Equipment      
  Proceeds from sale of property      
Cash provided by investing activities      
           
Cash flows provided by (used in) financing activities:          
None      
Cash provided by financing activities      
           
Net increase (decrease) in cash      
Cash at beginning of period      
Cash at end of period $   $
           
           
SUPPLEMENTAL DISCLOSURES          
   Accrued professional fees funded from other receivable -funds held in trust $   $ 250,000 
   Cash paid for interest $   $
   Cash piad for income taxes $   $

 

 

The accompany notes are an integral part of the financial statements.

 

 

 

6
 

 

360 Global Investments

Notes to the Financial Statements

March 31, 2010

(Unaudited)

 

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

 

Description of Business

 

360 Global Investments (“we,” “us” “360”, "360 Global", the "Debtor" or the “Company”) is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.

 

360 Global has invested in or plans to invest in the following industries:

 

• Alcoholic beverage brands focused in the wine category;

• Mining, mineral extraction, and processing;

• Biotechnology and medical diagnostic technology and systems;

• Oil and Gas exploration, production, and distribution;

• Residential Real Estate;

• Aviation and aircraft manufacturing;

• Investment banking services;

• Financial Services;

• Stock brokerage and Money Management;

• Entertainment and Media;

• Formula One Racing;

• Spectator Events-Aircraft and Rocket Racing;

• Film and Television Production;

• Music Production and Distribution;

• Broadcast Media;

• Vacation Properties;

• Timeshare Properties and Property Management;

• Energy Market;

• Electricity Trading and Marketing to commercial and residential customers.

 

In March, 2007 the Company filed for Chapter 11 protection under the U.S. Bankruptcy code to reorganize. It subsequently disposed of its wholly owned operating subsidiary, 360 Viansa LLC, and all other assets as part of the

360 Viansa Plan of Reorganization (“Viansa Plan”, "Viansa POR") - as approved by the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”).

 

In December, 2007 360 Viansa, LLC was sold to Laurus Master Fund, Ltd. (“Laurus”). In March, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship. Under the Viansa plans all funds except for a residual interest of $250,000 went to the 360 Global trust for the benefit of the creditors The $250,000 was designated for payment of professional fees under the bankruptcy plan and subsequently distributed in February, 2009.

 

The confirmed Viansa Plan is attached as Exhibit 33.1.

 

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

 

As described in this Global Plan, the Company’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system.

 

7
 

In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

 

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

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

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

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

10Q for the 1st quarter of 2012

10Q for the 2nd quarter of 2012

10Q for the 3rd quarter of 2012

10K annual report and audit for the year ended December 31, 2012

 

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

 

The subsequent 2009 global recession caused delays in the first and second activities.

 

 

Basis of Presentation

 

The unaudited, condensed financial statements included herein have been prepared by 360 Global, and reflect, in the opinion of management, all adjustments necessary to present fairly the financial information for the Company. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles (“GAAP”). These condensed financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. Results of operations for interim periods are not necessarily indicative of annual results for the year ended December 31, 2010.

 

 

 

 

 

 

 

8
 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

Use of Estimates and Assumptions

 

Preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.

 

The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates are the valuation of financial instrument derivatives and the related original issue discount and beneficial conversion features identified in the issuance of convertible debt instruments, the valuation of the net assets of discontinued operations, the valuation of Company issued securities used as employee compensation and for services, the valuation of securities used in business acquisitions, the allocation of the purchase price in business combinations, the determination of the allowance for uncollectible accounts receivable, the valuation reserve for inventories, and the valuation reserve for the deferred income tax asset The Company's estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from the Company's estimates.

 

 

Revenue Recognition

 

In 2009 and 2010 the Company had no revenue. Historically, the Company’s primary streams of revenue include the sale and disposal of investments as well as revenue from operations. Investment revenue is recognized in the period earned. Revenues for operations consist primarily of sales and are recognized upon shipment.

 

 

Cost of Goods Sold

 

In 2009 and 2010 the Company had no cost of goods sold.

 

 

Selling, General and Administrative Costs

 

The Company continues to accrue general and administrative costs as incurred. General and administrative cost included salaries, professional fees and other operating costs of the investment holding company. 

 

Advertising Costs

 

Advertising costs if any are included in selling, general and administrative costs. Advertising costs were $0 for both the three months ended March 31, 2010 and 2009.

 

 

Cash and Cash Equivalents

 

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

  

 

Other Receivable – Funds held in trust

 

Other Receivable – funds held in trust represents proceeds from the sale of property, which are being held by a trustee for payment of professional fees by order of the bankruptcy court. As such the cash is not available for use in the operations of the business.

 

9
 

 

Fair Value of Financial Instruments

 

The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, other current and accrued liabilities, as reported on the balance sheet, are considered to approximate their fair value given the short-term maturity and/or the liquidity of these financial instruments.

 

 

Assets Held for Sale

  

The assets held-for-sale are removed from property, plant and equipment classification and shown separately on the balance sheet at their fair value (anticipated sales price less the cost to sell) at such time as management determine they are to be sold.. The fair values that are less than the recorded net book value of the assets at the time they are identified are charged to operations and no further depreciation is recognized.

 

 

Basic and Diluted Net Loss per Share

 

In accordance with ASC 260, "Earnings per Share", the Company calculates basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. Net losses were incurred in certain of the periods presented, and in those instances, did not include the effect of potentially dilutive common stock equivalents in the diluted net loss per share calculation, as their effect would be anti-dilutive. Potentially dilutive common stock equivalents would include the common stock issuable based upon conversion features provided in debt security instruments and the exercise of warrants.

 

On June 10, 2010, pursuant to the confirmed Global Plan, as discussed in Note 6, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

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

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

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

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

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

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

 

 

NOTE 3 – SALE OF PROPERTY

 

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

 

In April 2006, in connection with its strategies planning to redirect Company efforts and assets towards premium wine production and sales, the Company decided to sell land, buildings and mineral deposits described as the Texas property. As a result, the Company transferred the fixed assets and mineral deposits to assets held-for-sale. Based on an initial review of the property at that time it was believed the property’s net book value was less than its market value thus the property was reclassified as an asset held-for-sale at its net book value of $10,524,269 and ceased recording depreciation of the property for financial reporting purposes.

 

10
 

Under the bankruptcy plan approved in December, 2007 the court limited the Company’s residual interest in the property to $250,000, designated to pay administrative fees, with all proceeds from the sales of the property in excess of the $250,000 to go the bankruptcy trust for the benefit of the creditors.  At that time the asset held for sale was written down to $250,000 and an accrual was made for the administrative fees of the same amount.

 

By Bankruptcy Court Order entered on March 25, 2008, the Company sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties ) to the City of Granite Shoals and the Christ Redeemer Fellowship for the aggregate sale price of $3,200,000 and received a residual interest of $250,000. The funds were held in trust until February, 2009 when they were distributed.

 

 

NOTE 4 – OTHER RECEIVABLE – FUNDS HELD IN TRUST

 

The funds received from the sale of the Granite Shoals property were designated by order of the bankruptcy court under the Viansa plan for payment of professional fees related to the bankruptcy. They were held in trust from the sale until they were distributed in February, 2009. At March 31, 2010 and December 31, 2009 the balance of the account was $0.

 

 

NOTE 5 – ACCRUED COMPENSATION

 

Under the Global reorganization plan as confirmed by the court on December 22, 2008 John Bryan as Chief Operating Officers accrues a salary of $150,000 annually. The Salary is payable only upon a funding event and is not eligible to be converted into stock.

 

 

NOTE 6 – EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.001 per share. As of March 31, 2010 and December 31, 2009 there were 8,619,389 shares outstanding.

 

On June 10, 2010, pursuant to the confirmed Global Plan, as discussed in Note 12, all our common stock, warrants, and equity interests were be cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

 

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

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

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

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

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

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

 

Common Stock Activity

 

There was no common stock activity in 2009 or 2010. All outstanding warrants were stayed by the Chapter 11 filing and subsequently cancelled.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

All lease commitments of the Company were cancelled under the bankruptcy filing. As of March 31, 2010 the Company has no new lease commitments. 

 

 

Litigation and Disputes

 

The Company is involved in various lawsuits, claims, and proceedings which arose in the ordinary course of business. In accordance with ASC 450, Accounting for Contingencies, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for all such matters that have come to the attention of the Company. The Company reviews these provisions at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, the Company believes that it has valid defenses with respect to legal matters pending against it. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.

 

11
 

In March, 2007 the Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of the date of the Chapter 11 filing, virtually all pending litigation was stayed.

 

With the confirmation of the Bankruptcy plan by the court in December, 2008 all liability under such lawsuits was transferred to the Global trust. The Company is not aware of any other material legal proceedings against the Company.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

For the three months ended March 31, 2010 and 2009, there were no related party transactions.

 

 

NOTE 9 – INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company continues to reduce its net deferred tax assets by a 100% valuation allowance.

 

NOTE 10 – FAIR VALUE MEASUREMENTS

 

Cash, accounts receivable, accounts payable and other accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair values because of the relatively short maturity of those instruments.

 

ASC 820, “Fair Value Measurements and Disclosures”, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

 

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2 - Inputs to the valuation methodology include:

quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset or liability;
inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The preceding method described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. As of March 31, 2010 and December 31, 2009, all of the Company’s assets and liabilities were considered current and due to the short maturity the carrying amounts are considered to approximate fair value.

 

 

NOTE 11 - RECENT ACCOUNTING PRONOUNCEMENTS 

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, balance sheet or cash flow.

 

 

12
 

NOTE 12 – SUBSEQUENT EVENTS

 

Cancellation of common stock and issuance of New Common Stock.

 

In June, 2010 pursuant to the confirmed Global Plan all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock was issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

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

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

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

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

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

The New Common Stock is to be issued pursuant to the confirmed Global Plan and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

 

NOTE 13 – GOING CONCERN

 

The Company has suffered significant losses and will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to (1) generate a level revenue from operations or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder funding to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.

 

13
 

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

 

Other Information

 

On March 7, 2007 we filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, virtually all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. At this time it is not possible to predict the outcome of the Chapter 11 filings or their effect on our business. As of Dec 31, 2007, all lawsuits and liabilities were settled or through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan is January 10, 2009.

 

Overview

 

360 Global is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.

 

360 Global has invested in or plans to invest in the following industries:

• Alcoholic beverage brands focused in the wine category;

• Mining, mineral extraction, and processing;

• Biotechnology and medical diagnostic systems;

• Oil and Gas exploration, production, and distribution;

• Residential Real Estate;

• Aviation and aircraft manufacturing;

• Investment banking services;

• Financial Services;

• Stock brokerage and Money Management;

• Entertainment and Media;

• Formula One Racing;

• Spectator Events-Aircraft and Rocket Racing;

• Film and Television Production;

• Music Production and Distribution;

• Broadcast Media;

• Vacation Properties;

• Timeshare Properties and Property Management;

• Energy Market;

• Electricity Trading and Marketing to commercial and residential customers.

 

Pursuant to the Viansa Plan, Viansa and the Texas Property are being sold including the residential real estate, the mining operations, as well as the mineral rights. Viansa was sold to Laurus in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. Global's residual interest in the Texas Property was limited to $250,000.

 

Pursuant to the Viansa Plan, on March 27, 2008, 360 Global sold the Texas Property to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000. This residual interest of $250,000 has been provided for in the year-end 2007 financials, since it had been provided for in the Viansa Plan. Therefore, this transaction does not affect the 2010 numbers.

 

Mergers, Acquisitions and Divestitures

 

For the three-month period ended March 31, 2010, there were no mergers, acquisitions, or divestitures.

 

Results of Operations

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Comparison of the three-month period ended March 31, 2010 to the three-month period ended March 31, 2009.

 

Revenues

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, revenues were equal to $0.

 

Cost of Goods Sold

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, cost of goods sold was equal to $0.

 

Sales and Marketing Expense

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, sales and marketing expenses were equal to $0.

 

General and Administrative Expense

 

General and administrative expenses were $37,500 for the three-month periods ended March 31, 2010 were $37,500 and 2009. This account represents accrued salary for the Chief Executive office in accordance with the plan of reorganization. In accordance with the plan the accrual will not be paid out until a funding event occurs.

 

Stock Compensation Expense

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, the Company had no stock compensation expense.

 

Provision for Income Taxes

 

The Company currently makes no provision for income taxes due to ongoing net losses.

 

Operating Loss

 

The Company incurred a net operating loss of $37,500 for the three-month periods ended March 31, 2010 and 2009

 

Interest and Other Expense

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, interest expense was equal to $0.

 

Liquidity and Capital Resources

 

As of March 31, 2010, the Company's working capital was a negative $187,500 as a result of expense accruals.

 

The Company has suffered significant operating losses since its inception in its efforts to establish and execute the business strategy of previous management. The Company anticipates that it will continue to require additional working capital so that it can find, analyze, and make new investments. The Company intends to continue as an investment Company. In the event the Company is unable to raise additional funds to sustain its ongoing operations it would raise substantial doubt about the Company's ability to continue as a going concern.

 

There is no reasonable assurance at this time that new management can raise additional capital or find suitable investments.

 

Operating Activities

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, cash used in operating activities was equal to $0.

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Financing Activities

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, cash from financing activities was equal to $0.

 

Investing Activities

 

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, cash flows from investing activities was equal to $0.

 

Contractual Obligations and Commitments

For the three-month period ended March 31, 2010, there were no contractual obligations or commitments, since pursuant to the Viansa Plan, $250,000 was disbursed to administrators in February of 2009. There were no material amounts accrued into the Company’s financial statements for employment agreements and sales, marketing, distribution and licensing agreements.

 

Capital Expenditures

For the three-month period ended March 31, 2010 and the three-month period ended March 31, 2009, capital expenditures were equal to $0.

 

Management’s Strategy and Plan for the Future

 

As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

 

10Q for the 1st quarter of 2010

10Q for the 2nd quarter of 2010

10Q for the 3rd quarter of 2010

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

10Q for the 1st quarter of 2011

10Q for the 2nd quarter of 2011

10Q for the 3rd quarter of 2011

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

10Q for the 1st quarter of 2012

10Q for the 2nd quarter of 2012

10Q for the 3rd quarter of 2012

10K annual report and audit for the year ended December 31st 2012

 

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2013, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

 

The subsequent 2009 global recession caused delays in the first and second activities.

 

 

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company has suffered significant losses and will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to (1) generate a level revenue from operations or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder funding to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.

 

RISKS RELATED TO OUR COMMON STOCK

 

MANAGEMENT FILED A PLAN OF REORGANIZATION THAT WILL RESULT IN THE CANCELLATION OF OUR COMMON STOCK PURSUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.

 

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.

 

The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

 

- that a broker or dealer approve a person’s account for transactions in penny stocks; and

 

- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

 

- obtain financial information and investment experience objectives of the person; and

 

- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

 

- sets forth the basis on which the broker or dealer made the suitability determination; and

 

- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Subsequent Event:

On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

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

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

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

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

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

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

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Item 4.   Controls and Procedures.

 

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. New senior management hired since March 7, 2007 has identified material weakness in our disclosure controls and procedures and internal control over financial reporting. We continuously investigate and apply procedures and processes as necessary to ensure the reliability of our financial reporting and are continuously evaluating and adopting measures designed to remediate any weaknesses.

 

Management also continuously conducts an evaluation of our corporate governance and internal controls in an effort to improve the quality and transparency of our corporate governance, internal controls, and financial reporting. Implementation and improvement in these areas will be limited by our human and financial resources.

 

 

(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

As of March 31, 2010, the Company is not aware of any other material legal proceedings against the Company.

 

Chapter 11 Proceedings

 

On the Petition Date, 360 Global and its wholly owned subsidiary 360 Viansa filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of December 31st 2007, all lawsuits and liabilities were settled through the Bankruptcy Court except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

 

Creation of the Global Trust

 

Pursuant to the Global Plan, 360 Global created the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, and the Liquidating Trust Agreement was executed by the parties to the Liquidating Trust Agreement. The Global Trust was funded by the delivery to the Global Trust of 100,000 shares of New Common Stock. The Global Trust shall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purpose of collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue or engage in the conduct of a trade or business. On January 2nd, 2009, Global and/or the Committee shall be deemed to have transferred all of 360 Global’s rights to prosecute the Assigned Litigation to the 360 Global Trust to collect and prosecute for the benefit of Creditors of 360 Global. The 360 Global Trust shall receive, liquidate and distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global and its Estate in accordance with the Global Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditious but orderly manner. The 360 Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent there are any inconsistencies between the Global Plan and the 360 Global Trust, the terms of the Global Plan shall prevail.

 

Transfer of Claims, Rights and Causes of Action to the Global Trust.

 

Pursuant to the Global Plan, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forth in the Global Plan, was transferred to, and vested in, the 360 Global Trust free and clear of all liens, claims, encumbrances and other interests. All property, claims, rights, and causes of action received or held by the 360 Global Trust was held in trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions of the Global Plan and the Liquidating Trust Agreement. Reorganized Global retains no interest in such property, claims, rights, and causes of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferred and conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Global Plan. As soon as practical after receipt of the New Common Stock, the 360 Global Trust shall use its best efforts to distribute the New Common Stock to Class 4 and Class 5 Claimants and Class 6 Equity Security Interests.

 

Item 1A. Risk Factors

 

As of March 31, 2010, there are no material changes for risk factors since previously disclosed in the Company's 2009 Form 10-K.

 

 

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

 

For the three-month period ended March 31, 2010, the sale of Equity Securities was equal to $0.

 

Subsequent Events for Common Stock:

 

On June 10, 2010, pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

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

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

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

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

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

 

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

 

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Item 3.   Defaults Upon Senior Securities.

 

For the three-month period ended March 31, 2010, pursuant to the Viansa Plan, there are no senior securities in default.

 

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

 

For the three-month period ended March 31, 2010, there were no matters submitted to a vote of security holders.

 

Item 5. Other Information.

 

Item 6. Exhibits.

 

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

 

1 Filed Herewith

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  360 Global Investments
 Date:  January 17, 2013 By: /s/ A. John A. Bryan, Jr.
  A. John A. Bryan, Jr.
Chief Executive Officer
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Exhibit 31.1

 

CERTIFICATION

 

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

1. I have reviewed this report on Form 10-Q of 360 Global Investments.

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

3. Based on my knowledge and as disclosed in the quarterly and annual statements filed with the SEC, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report, ;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

d) Disclosed in this report any change to the registrant's internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; , except as otherwise disclosed in the quarterly and annual statements filed with the SEC, and

5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

January 17, 2013      
       
       
/s/ A. John A. Bryan, Jr.        

 

A. John A. Bryan, Jr

     
Chief Executive Officer      

 

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Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

In connection with the Quarterly Report of 360 Global Investments (the "Company") on Form 10-Q for the quarter ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, A. John A. Bryan, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

     
     
January 17, 2013   /s/ A. John A. Bryan, Jr
 

 

A.   John A. Bryan, Jr

  Chief Executive Officer

 

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