10QSB 1 globald_q.txt FORM 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 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: 000-29331 GLOBAL DIVERSIFIED ACQUISITION CORP. ----------------------------------------------------------------- (Exact name of Small Business Issuer as Specified in its Charter) NEVADA 76-0270295 --------------------------------- ------------------- (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 7025 E. First Avenue, Suite 5, Scotsdale, AZ 85251 -------------------------------------------------- (Address of Principal Executive Offices) (480) 945-2232 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) Check whether the issuer (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 [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of September 30, 2003, the registrant had 118,018 shares of common stock outstanding. GLOBAL DIVERSIFIED ACQUISITION CORP. FORM 10-QSB For the Quarter Ended September 30, 2003 Index Page Number PART I FINANCIAL INFORMATION Item 1 Balance Sheets as of September 30, 2003 and March 31, 2003 (unaudited for September 30, 2003 period) 3 Statements of Operations for the three months ended September 30, 2003 and 2002 (unaudited) 4 Statements of Operations for the six months ended September 30, 2003 and 2002 (unaudited) 5 Statements of Cash Flows for the three months ended September 30, 2003 and 2002 (unaudited) 6 Notes to Financial Statements 7 Item 2 Management's Discussion and Analysis or Plan of Operation 10 Item 3 Controls and Procedures 11 PART II Item 1 Legal Proceedings 12 Item 2 Changes in Securities 12 Item 3 Defaults Upon Senior Securities 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information 12 Item 6 Exhibits and Reports on Form 8 - K 12 Signature 13 Certifications 14 Exhibit 99.1 16 Exhibit 99.2 17 PART I FINANCIAL INFORMATION Item 1 Financial Statements GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) BALANCE SHEETS --------------
ASSETS ------ September 30, March 31, 2003 2003 ----------- ----------- (Unaudited) (Audited) CURRENT ASSETS-Cash $ 1,409 $ 26,087 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES-Accounts payable $ 64,891 $ 59,250 =========== =========== SHAREHOLDERS' EQUITY: Common stock, $.001 par value, 100,000,000 shares authorized, 118,018 and 118,018 shares issued and outstanding, respectively 118 118 Additional paid-in capital 9,764,455 9,764,455 Deficit (9,828,055) (9,797,736) ----------- ----------- Total shareholders' equity (63,481) (33,163) ----------- ----------- $ 1,409 $ 26,087 =========== ===========
The accompanying notes are an integral part of these statements 3 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) STATEMENTS OF OPERATIONS ------------------------
Three Months Ended September 30, ---------------------------- 2003 2002 ------------ ------------ (Unaudited) (As Restated) REVENUE $ -- $ -- ------------ ------------ EXPENSES: Service fees -- -- Professional fees 20,271 11,263 General and administrative expenses -- 5,641 ------------ ------------ Total operating expenses (20,271) (16,904) OTHER EXPENSE: Interest expense (24) -- ------------ ------------ Net income (loss) from continuing operations (20,295) (16,904) ------------ ------------ DISCONTINUED OPERATIONS: Net loss from operations of discontinued subsidiaries -- (56,178) Loss on sale of subsidiaries -- -- ------------ ------------ Net loss from discontinued operations -- (56,178) ------------ ------------ NET LOSS $ (20,295) $ (73,082) ============ ============ BASIC AND DILUTED LOSS PER COMMON SHARE: Net loss from continuing operations $ (0.17) $ (0.29) Discontinued operations -- (0.95) ------------ ------------ Net loss $ (0.17) $ (1.24) ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 188,018 59,143 ============ ============
The accompanying notes are an integral part of these statements 4 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) STATEMENTS OF OPERATIONS ------------------------
Six Months Ended September 30, -------------------------- 2003 2002 ----------- ----------- (Unaudited) (As Restated) REVENUE $ -- $ -- ----------- ----------- EXPENSES: Service fees -- -- Professional fees 30,271 29,953 General and administrative expenses -- 23,802 ----------- ----------- Total operating expenses (30,271) (53,755) OTHER EXPENSE: Interest expense (48) -- ----------- ----------- Net income (loss) from continuing operations (30,319) (53,755) ----------- ----------- DISCONTINUED OPERATIONS: Net loss from operations of discontinued subsidiaries -- (2,511,760) Loss on sale of subsidiaries -- -- ----------- ----------- Net loss from discontinued operations -- (2,511,760) ----------- ----------- NET LOSS $ (30,319) $(2,565,515) =========== =========== BASIC AND DILUTED LOSS PER COMMON SHARE: Net loss from continuing operations $ (0.26) $ (0.91) Discontinued operations -- (42.47) ----------- ----------- Net loss $ (0.26) $ (43.38) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 118,018 59,143 =========== ===========
The accompanying notes are an integral part of these statements 5 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) STATEMENTS OF CASH FLOWS ------------------------
Six Months Ended September 30, -------------------------- 2003 2002 ----------- ----------- (Unaudited) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (30,319) $(2,565,515) Net loss from discontinued operations -- 2,511,760 ----------- ----------- Net loss from continuing operations (30,319) (53,755) Adjustments to reconcile net loss to net cash used in operating activities: Reversal of common stock issued for services -- (275,000) Increase in accounts payable 5,641 6,247 Decrease in prepaid expenses -- 160,417 ----------- ----------- Net cash used in continuing operations 5,641 (108,336) Net cash used in discontinued operations -- (320,918) ----------- ----------- Net cash used in operating activities (24,678) (483,009) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments received on note receivable -- 425,000 Issuance of common stock -- -- ----------- ----------- Net cash provided by financing activities -- 425,000 ----------- ----------- NET DECREASE IN CASH (24,678) (58,009) CASH, beginning of period 26,087 60,864 ----------- ----------- CASH, end of period $ 1,409 $ 2,855 =========== ===========
The accompanying notes are an integral part of these statements 6 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Organization, Business and Basis of Presentation ------------------------------------------------ In August 2001, the shareholders of Ikon Ventures, Inc. ("Ikon") approved an exchange of common stock of Ikon for all of the outstanding common stock of Sutton Online, Inc. ("Sutton"). The stock exchange between Ikon and Sutton was considered a reverse acquisition. Under reverse acquisition accounting, Sutton was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of Ikon. Ikon had no assets at acquisition and had liabilities of $76,000, which were then forgiven just prior to the acquisition. The acquisition was accomplished through the issuance of 38,056 shares of Ikon common stock for 6,850,000 shares of Sutton. The existing holders of Sutton warrants of 3,100,000 on the date of the acquisition were issued Ikon warrants in the amount of 17,222. At the date of the reverse acquisition, Ikon had 777 outstanding shares of common stock. Subsequent to the reverse acquisition, Ikon changed its name to Sutton Trading Solutions, Inc. ("the Company"). All references to shares and warrants have been restated to reflect the reverse acquisition and the reverse stock split (see "stock split" below). On July 2, 2002, Sutton Data Services sro ("SDS"), Sutton's wholly-owned subsidiary in the Czech Republic, filed for bankruptcy protection because it was unable to meet its obligations and the Company was unable to provide the necessary funding. In addition, Sutton, the Company's principal subsidiary, substantially terminated its work force in an effort to conserve cash. Subsequently, the Company discontinued all operations, and in February 2003, sold Sutton to an unrelated party. As a result of these transactions, the remaining company does not have any operations, except for seeking potential merger candidates. Accordingly, the 2002 financial statements included in the Report have been restated to reflect the discontinuance of operations and sale of Sutton. In April 2003, the Company changed its name to Global Diversified Acquisition Corp. The accompanying financial statements of the Company are unaudited and include, in the opinion of management, all normal recurring adjustments necessary to present fairly the balance sheet as of September 30, 2003, and the related statements of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the Company's fiscal 2003 audited financial statements and the related notes thereto included in the Company's Form 10-KSB filed with the Securities and Exchange Commission. Going Concern ------------- The Company has suffered losses from operations and has insufficient cash that raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue operations is contingent upon its obtaining additional debt and/or equity capital to fund its operations and finding a viable merger candidate. Management's plans in this regard is to seek a business combination with one or more privately held businesses. Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents ---------------- All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. 7 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) NOTES TO FINANCIAL STATEMENTS ----------------------------- (Continued) NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value of Financial Instruments ----------------------------------- Financial instruments, including cash, other assets and accounts payable, are carried at amounts that approximate fair value due to the short-term nature of those instruments. Stock Split ----------- On April 24, 2003, the Company effected a 1 for 400 reverse stock split whereby each 400 shares then outstanding were exchanged for one newly issued share. All references to shares and share prices have been adjusted to reflect the stock split on a retroactive basis. Net Loss Per Share of Common Stock ---------------------------------- Net loss per share of common stock is based on the weighted average number of shares of common stock outstanding, giving effect to the reverse acquisition and the reverse stock split as discussed above. Common stock equivalents are not included in the weighted average calculation since their effect would be anti-dilutive. Reclassification ---------------- Certain prior year amounts have been reclassified to conform to the current year presentation. Stock Option Plan ----------------- In February 2001, the Company approved the 2001 Employee Stock Compensation Plan (the "Plan"). In April 2003, the Plan was amended so that the maximum number of shares of common stock that may be granted by the Company under the Plan is 5,010,000 shares during the period of the Plan, however, no awards may be made that would bring the total of all outstanding Plan shares under the Plan to more than 20% of the total number of shares of common stock of the Company at the time outstanding. In 2001, awards of 10,000 shares were made under the Plan. Accordingly, as of September 30, 2003, that there remains 5,000,000 shares available for awards under the Plan. In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 encourages, but does not require, companies to record compensation expense for stock-based employee compensation plans at fair value. The Company has elected to account for its stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under the provisions of APB No. 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of grant over the amount an employee must pay to acquire the stock. Recent Accounting Pronouncements -------------------------------- In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141 ("SFAS 141"), "Business Combinations" and No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets". SFAS 141 requires all business combinations to be accounted for using the purchase method of accounting and is effective for all business combinations initiated after June 30, 2001. SFAS 142 requires goodwill to be tested for impairment under certain circumstances, and written off when impaired, rather than being amortized as previous standards required. SFAS 142 is effective for fiscal years beginning after December 15, 2001, with early application permitted for companies with fiscal years beginning after March 15, 2001, provided that the first interim period financial statements have not been previously issued. The adoption of SFAS 141 and SFAS 142 did not have a material effect on the Company's financial position or results of operations. 8 GLOBAL DIVERSIFIED ACQUISITION CORP. (formerly Sutton Trading Solutions, Inc.) NOTES TO FINANCIAL STATEMENTS ----------------------------- (Continued) NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements (continued) -------------------------------- In August 2001, the FASB issued Statement of Financial Accounting Standard No. 144 ("SFAS144"), "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Lived Assets to Be Disposed Of". This statement removes goodwill from the scope of SFAS 121, and requires long-lived assets to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The implementation of SFAS 142 did not have a material effect on the Company's financial position or results of operations. In December 2002, Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation -Transition and Disclosure," ("SFAS 148") was issued. SFAS 148 amends Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on the reported results. The provisions of SFAS 148 are effective for financial statements for fiscal years ending after December 15, 2002 and interim periods beginning after December 15, 2002. The adoption of the disclosure requirements of this statement did not impact the Company's financial position, results of operations or cash flows. 9 Item 2 Management's Discussion and Analysis or Plan of Operation. Overview -------- The Company commenced operations in May 1999, initially focusing on providing direct access software developed by others to retail clients to effect securities transactions online. In November 1999, the Company transitioned to become an application service provider (ASP) of its proprietary platform, GlobalDAT (TM). Through its Sutton Online, Inc. ("Sutton") subsidiary, the Company provided until July 2002, individuals, broker-dealers, and other financial institutions with direct access to global markets via stock exchanges, market participants, and electronic communication networks (ECNs) through a seamless and simple Internet interface. The Company offered two principal software solutions: SONIC 2000 (TM), a third party US direct access trading platform, and GlobalDAT(TM) (Global Direct Access Trading), a proprietary global direct access trading. The Company offered these products in the role of an ASP, allowing business-to-business (B2B) clients to outsource much of their transaction infrastructure on a cost-effective basis, maximizing clients "hard" and "soft" dollar return on investment. The Company's wholly owned subsidiary, Sutton Data Services, s.r.o. ("SDS") was the Company's Prague based software developer that created and maintained the GlobalDAT (TM) platform and was further engaged in providing specialized custom solutions for B2B clients. The Company's revenues historically were comprised of transaction fees, data fees and software licensing fees that were primarily derived from domestic and international brokerage firms, banks and financial institutions. The Company had also entered into interconnectivity agreements, introducing broker dealer agreements, and technical support agreements. All of such agreements were for an initial period of one year, with automatic renewal of one additional year. Transaction fees and technical support fees were billed to the customer on a monthly basis based on volume. Under various service agreements, the Company provided technology support services, including systems administration, internal network support, and support and procurement for clearance and settlement services. In addition, certain clients of the Company provided online access to their customers through use of the Company's electronic trading platform for which the Company received fees. In July 2002, due to a lack of resources, the Company's wholly, SDS, filed for bankruptcy protection and Sutton terminated all of its operations and employees. In addition, the company began depleting its cash reserves and liquidating its assets in order to satisfy its liabilities. In February, 2003, the Company sold 23,500,000 shares of its common stock, representing approximately 49% of the Company's total issued and outstanding common stock after giving effect to such sale, to Corporate Communications Network, Inc., a non-affiliated party owned by Stephen Kerr, for an aggregate consideration of $23,500 pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Also in February, 2003, the Company sold all of the issued and outstanding common stock of its subsidiary, Sutton Online, Inc., to Link Investment Holdings Inc. Limited, a non-affiliated party, for an aggregate consideration of $2,500. The Company has used the proceeds of these transactions to satisfy certain of its past obligations, as well as to fund its current expenses that consist primarily of professional fees associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On April 23, the Company changed its corporate name to Global Diversified Acquisition Corp. to reflect that the Company has no operations and, as more fully described below, its principal activity is to seek a business combination with one or more as yet unidentified privately held businesses. On April 24, 2003, the Company effected a reverse split of its outstanding common stock such that each 400 shares of its common stock, par value $.001 per share, outstanding on such date were deemed to be one share of its common stock, par value $.001 per share. Unless otherwise indicated, all share and per share data included hereinafter gives effect to such reverse stock split as well as the 100 for one reverse stock split effected on February 13, 2001. 10 The financial statements for the three and six months ended September 30, 2002 included elsewhere in this Report have been restated to reflect the discontinuance of the Company's operating subsidiary, Sutton, and the sale of such subsidiary. Results of Operations --------------------- During the six months ended September 30, 2003, the Company was inactive, had no revenue and incurred fees and expenses of $30,271 related primarily for attorneys and accountants. Prior to July 2002, the operations of Sutton and the Company's other subsidiaries constituted substantially all of the Company's operations. In view of the filing of a bankruptcy petition by SDS, the Company's decision to terminate Sutton's operations and the sale of Sutton, management believes that revenue comparisons with the prior periods are not relevant. Liquidity and Capital Resources ------------------------------- At September 30, 2003, the Company had $1,409 in cash and trade accounts payable in the amount of $64,891. The Company is negotiating with its vendors to reduce the balances on these accounts. The Company has no commitments for any capital expenditure and foresees none. However, the Company will incur routine fees and expenses incident to its reporting duties as a public company and maintenance of its insurance coverage, and it will incur fees and expenses in the event it makes or attempts to make an acquisition. The Company expects no significant operating costs other than insurance expenses and professional fees payable to attorneys and accountants. The Company is seeking to enter into a business combination with one or more as yet unidentified privately held businesses. The Company does not anticipate that funding will be necessary in order to complete a proposed combination, except possibly for fees and costs of the Company's professional advisers. Accordingly, there are no plans to raise capital to finance any business combination, nor does management believe that any combination candidate will expect cash from the Company. The Company hopes to require the candidate companies to deposit with the Company an advance that the Company can use to defray professional fees and costs and travel, lodging and other due diligence costs of management. Otherwise, management would have to advance such costs out of their own pockets, and there is no assurance that they will advance such costs. Management intends to raise capital from both existing and new shareholders and to use the proceeds to pay for routine expenses, such as making required filings with the SEC and related expenses. There can be no assurance that the Company will be able to find sources of financing on terms acceptable to the Company, if at all. If the Company does not find the sources to finance such activities, it may be unable to timely file the reports required under the Securities Exchange Act of 1934, as amended. This could subject the Company to fines and penalties and make it less desirable to a potential combination candidate. This would make it difficult for the Company to pursue its plans to acquire additional businesses. Item 3 Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures. ------------------------------------------------ Within the 90 days prior to the date of this report, Global diversified Acquisition Corp. ("the Company") carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting him to material information required to be included in the Company's periodic SEC filings relating to the Company (including its consolidated subsidiaries). (b) Changes in Internal Controls. ---------------------------- There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation. 11 PART II OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders None Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Act of 2002 99.2 Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None 12 SIGNATURES In accordance with 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 hereunto duly authorized . GLOBAL DIVERSIFIED ACQUISITION CORP. Dated: November 13, 2003 By: /s/ ANDREW J. KACIC ------------------------------------- Andrew J. Kacic Chief Executive Officer and President 13 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-QSB of Global Diversified Acquisition Corp. for the six months ended September 30, 2003, I, Andrew J. Kacic, Chief Executive Officer of Global diversified Acquisition Corp., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Quarterly Report on Form 10-QSB for the six months ended September 30, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on Form 10-QSB for the six months ended September 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of Global Diversified Acquisition Corp. /s/ ANDREW J. KACIC --------------------------------- Andrew J. Kacic Chief Executive Officer November 13, 2003 14 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-QSB of Global Diversified Acquisition Corp. for the six months ended September 30, 2003, I, John W. Shaffer, Chief Financial Officer of Global Diversified Acquisition Corp., do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Quarterly Report on Form 10-QSB for the six months ended June 30, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on Form 10-QSB for the six months ended September 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of Global Diversified Acquisition Corp. /s/ JOHN W. SHAFFER ------------------------------ John W. Shaffer Chief Financial Officer August 13, 2003 15