Document/Exhibit Description Pages Size
1: 10QSB Form 10-Qsb Dated November 30, 2005 15 61K
2: EX-10.1 Promissory Note Dated 6/17/05 - $500,100 2± 10K
3: EX-10.2 Promissory Note Dated 12/15/05 - $2,066,000 2± 10K
4: EX-10.3 Promissory Note Dated 12/15/05 - $527,716 2± 10K
5: EX-10.4 Security Agreement - $500,100 8 32K
6: EX-10.5 Security Agreement - $2,066,000 8 32K
7: EX-10.6 Security Agreement - $527,716 8 34K
8: EX-31.1 302 Certification 2± 9K
9: EX-32.1 906 Certification 1 7K
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-QSB
_________________
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR
THE TRANSITION PERIOD FROM ______________ TO ______________
Commission file number 000-26331
------------------------------------
GREYSTONE LOGISTICS, INC.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
OKLAHOMA 75-2954680
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1613 EAST 15TH STREET, TULSA, OKLAHOMA 74120
--------------------------------------------------------------------------------
(Address of principal executive offices)
(918) 583-7441
--------------------------------------------------------------------------------
(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]
Indicate by checkmark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes [_] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: January 10, 2006 - 24,061,201
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): Yes [_] No [X]
================================================================================
GREYSTONE LOGISTICS, INC.
FORM 10-QSB
FOR THE PERIOD ENDED NOVEMBER 30, 2005
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
Condensed Consolidated Balance Sheets
as of November 30, 2005 and May 31, 2005 ......................... 1
Condensed Consolidated Statement of Operations
For the Six Month Periods Ended November 30, 2005 and 2004 ....... 2
Condensed Consolidated Statement of Operations
For the Three Month Periods Ended November 30, 2005 and 2004 ..... 3
Condensed Consolidated Statements of Cash Flows
For the Six Month Periods Ended November 30, 2005 and 2004 ....... 4
Notes to Financial Statements .................................... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ........ 6
ITEM 3. CONTROLS AND PROCEDURES .......................................... 10
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION ................................................ 11
ITEM 6. EXHIBITS ......................................................... 11
SIGNATURES ................................................................. 13
ITEM 1. FINANCIAL INFORMATION
GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
[Enlarge/Download Table]
NOVEMBER 30, MAY 31,
2005 2005
------------ ------------
ASSETS
------
CURRENT ASSETS:
Cash $ 3,554 $ 1,410
Accounts receivable, net of allowance for doubtful accounts of
$30,000 and $190,364 at November 30, 2005 and May 31, 2005 2,279,935 1,573,635
Inventory 681,440 535,523
Prepaid expenses 7,642 10,932
------------ ------------
TOTAL CURRENT ASSETS 2,972,571 2,121,500
PROPERTY, PLANT AND EQUIPMENT,
net of accumulated depreciation of $1,657,729 and $1,312,056 at
November 30, 2005 and May 31, 2005, respectively 8,148,684 7,189,652
OTHER ASSETS:
Patents, net of accumulated amortization 154,206 164,951
------------ ------------
TOTAL ASSETS $ 11,275,461 $ 9,476,103
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,542,355 $ 2,117,222
Advances payable - related party 2,527,716 952,216
Accounts payable and accrued expenses 3,310,815 2,631,676
Preferred dividends payable 278,922 33,785
------------ ------------
TOTAL CURRENT LIABILITIES 8,659,808 5,734,899
LONG-TERM DEBT 8,627,675 8,026,739
STOCKHOLDERS' DEFICIENCY:
Preferred stock, $0.0001 par value, 20,750,000 shares authorized,
50,000 shares outstanding, liquidation preference of $5,000,000 5 5
Common stock, $0.0001 par value, 5,000,000,000 shares authorized,
24,061,201 outstanding 2,406 2,406
Additional paid-in capital 52,214,532 52,214,532
Deficit (58,228,965) (56,502,478)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIENCY (6,012,022) (4,285,535)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 11,275,461 $ 9,476,103
============ ============
The accompanying notes are an integral part
of these consolidated financial statements.
1
GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[Enlarge/Download Table]
SIX MONTHS ENDED NOVEMBER 30,
------------------------------
2005 2004
------------ ------------
(NOTE 4)
Sales $ 7,114,790 $ 4,108,817
Cost of Sales, including depreciation expense of $352,816 and $226,293 6,962,159 4,224,633
------------ ------------
Gross Profit (Loss) 152,631 (115,816)
Expenses:
General, selling and administration expenses 1,167,847 1,119,040
------------ ------------
Operating Loss (1,015,216) (1,234,856)
Other Income (Expense):
Other income 74,299 17,421
Interest expense (505,970) (368,492)
------------ ------------
Total Other Income (Expense) (431,671) (351,071)
------------ ------------
Net Loss (1,446,887) (1,585,927)
Preferred Dividends 279,600 188,288
------------ ------------
Net Loss Available to Common Stockholders $ (1,726,487) $ (1,774,215)
============ ============
Loss Available to Common Stockholders
Per Share of Common Stock - Basic and Diluted $ (0.07) $ (0.14)
============ ============
Weighted Average Shares of Common Stock Outstanding 24,061,000 12,790,000
============ ============
The accompanying notes are an integral part
of these consolidated financial statements
2
GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[Enlarge/Download Table]
THREE MONTHS ENDED NOVEMBER 30,
------------------------------
2005 2004
------------ ------------
(NOTE 4)
Sales $ 4,205,686 $ 1,938,587
Cost of Sales, including depreciation expense of $175,785 and $116,382 3,951,513 2,314,115
------------ ------------
Gross Profit (Loss) 254,173 (375,528)
Expenses:
General, selling and administration expenses 606,285 611,970
------------ ------------
Operating Loss (352,112) (987,498)
Other Income (Expense):
Other income 3,283 9,415
Interest expense (267,219) (181,092)
------------ ------------
Total Other Income (Expense) (263,936) (171,677)
------------ ------------
Net Loss (616,048) (1,159,175)
Preferred Dividends 125,685 96,199
------------ ------------
Net Loss Available to Common Stockholders $ (741,733) $ (1,255,374)
============ ============
Loss Available to Common Stockholders
Per Share of Common Stock - Basic and Diluted $ (0.03) $ (0.10)
============ ============
Weighted Average Shares of Common Stock Outstanding 24,061,000 12,790,000
============ ============
The accompanying notes are an integral part
of these consolidated financial statements
3
GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Enlarge/Download Table]
SIX MONTHS ENDED NOVEMBER 30,
------------------------------
2005 2004
------------ ------------
(NOTE 4)
Cash Flows from Operating Activities:
Net Loss $ (1,446,887) $ (1,585,927)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization 363,561 537,527
Loss on sale of equipment 12,857 --
Changes in accounts receivable (706,300) (157,962)
Changes in inventory (145,917) (269,632)
Changes in prepaid expenses 3,290 (29,384)
Changes in accounts payable and accrued expenses 699,139 499,263
Changes in preferred dividends payable 245,137 4,521
------------ ------------
Net cash used in operating activities (975,120) (1,001,594)
Cash Flows from Investing Activities:
Purchase of property and equipment (1,344,705) (191,929)
------------ ------------
(1,344,705) (191,929)
Cash Flows from Financing Activities:
Proceeds from notes and advances payable 2,924,225 318,763
Payments on notes and advances payable (322,656) (525,826)
Proceeds from issuance of common stock -- 1,450,000
Dividends paid on preferred stock (279,600) (188,288)
------------ ------------
Cash provided by financing activities 2,321,969 1,054,649
------------ ------------
Net Increase (Decrease) in Cash 2,144 (138,874)
Cash, beginning of period 1,410 274,085
------------ ------------
Cash, end of period $ 3,554 $ 135,211
============ ============
Noncash activities:
Issuance of common stock for accounts payable and debt $ -- $ 1,672,206
Sale of equipment in exchange for debt 20,000 259,000
Supplemental Information:
Interest paid $ 449,760 $ 314,237
============ ============
The accompanying notes are an integral part
of these consolidated financial statements
4
GREYSTONE LOGISTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of Greystone, the accompanying unaudited consolidated
financial statements contain all adjustments and reclassifications, which are of
a normal recurring nature, necessary to present fairly its financial position as
of November 30, 2005, and the results of its operations for the six and three
month periods ended November 30, 2005 and 2004 and its cash flows for the six
month periods ended November 30, 2005 and 2004. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements as of and for the year ended May 31, 2005 and the notes
thereto included in Greystone's Form 10-KSB. The financial statements have been
prepared assuming that Greystone will continue as a going concern. The working
capital deficit of approximately $5,687,237, a stockholders' deficiency of
$6,012,022 and continuing losses from operations at November 30, 2005 reflect
the uncertain financial condition of Greystone and its inability to obtain long
term financing until it is able to attain profitable operations.
2. The results of operations for the six and three month periods ended
November 30, 2005 and 2004 are not necessarily indicative of the results to be
expected for the full year.
3. The computation of loss per share is computed by dividing the loss
available to common shareholders by the weighted average shares outstanding for
the periods. Loss available to common shareholders is determined by adding
preferred dividends for the periods to the net loss. For the six and three month
periods ended November 30, 2005 and 2004, the weighted average common shares
outstanding are 24,061,000 and 12,790,000, respectively. Convertible preferred
stock, common stock options and warrants are not considered as their effect is
antidilutive.
4. In September 2003, Greystone acquired the assets and operations of
Greystone Plastics, Inc. for an aggregate purchase price of $12,500,000. As
previously discussed in Greystone's filings with the Securities and Exchange
Commission, Greystone's Board of Directors concluded that the accounting
treatment for the acquisition of the assets of Greystone Plastics, Inc., as of
September 8, 2003, should have provided for an allocation of a portion of the
purchase price to place a value on a customer contract acquired from Greystone
Plastics, Inc. In addition, the accounting treatment should have provided for
the value of the customer contract to be amortized over the estimated life of
the customer contract based on unit sales. The related amortization expense of
$306,265 and $137,115 for the six and three month periods ended November 30,
2004, respectively, is included under the caption "General, selling and
administrative expenses" in such statements of operations. Accordingly, the
statements of operations for the six and three month periods ended November 30,
2004 and cash flows for the six month period ended November 20, 2004 have been
restated. Due to rising costs for raw materials, competition and Greystone's
limited capitalization, the customer base acquired from
5
Greystone Plastics, Inc. had not shown any significant expansion as of May 31,
2005 and, at such time, Greystone's management did not anticipate any material
expansion in the immediate future. As such, the remaining unamortized portion of
the value of the customer contract was deemed to be fully impaired at May 31,
2005 and, accordingly, was charged to expense at that time.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
---------------------
GENERAL TO ALL PERIODS
The consolidated statements include Greystone Logistics, Inc., or
Greystone, and its wholly owned subsidiaries, Greystone Manufacturing, LLC, or
GSM, and Plastic Pallet Production, Inc., or PPP.
Greystone has incurred significant losses from operations, and there is
no assurance that it will achieve profitability or obtain funds necessary to
finance its operations.
References to fiscal year 2006 refer to the six month and three month
periods ended November 30, 2005. References to fiscal year 2005 refer to the six
and three month periods ended November 30, 2004.
SALES
Greystone's primary business is the manufacturing and selling of
plastic pallets through its wholly owned subsidiaries, GSM and PPP. Greystone
distributes its pallets through a combination of a network of independent
contractor distributors and sales by Greystone's officers and employees.
Greystone also markets its own design of an injection molding machine,
the PIPER 600, through a licensing agreement with ForcePro, LLC, which gives
ForcePro the exclusive right to market and sell the PIPER 600. Pursuant to the
terms of the licensing agreement, Greystone will receive a royalty of 5% of the
gross proceeds from sales of the PIPER 600.
PERSONNEL
Greystone had approximately 85 full-time employees as of November 30,
2005 compared to 62 full-time employees as of November 30, 2004.
TAXES
For all years presented, Greystone's effective tax rate is 0%.
Greystone has generated net operating losses since inception, which would
normally reflect a tax benefit in the statement
6
of operations and a deferred asset on the balance sheet. However, because of the
current uncertainty as to Greystone's ability to achieve profitability, a
valuation reserve has been established that offsets the amount of any tax
benefit available for each period presented in the consolidated statement of
operations.
SIX MONTH PERIOD ENDED NOVEMBER 30, 2005 COMPARED TO SIX MONTH PERIOD ENDED
NOVEMBER 30, 2004
Sales for fiscal year 2006 were $7,114,790 compared to $4,108,817 in
fiscal year 2005, for an increase of $3,005,973. The increase was primarily
attributable to the addition of two GSM production lines, which increased GSM's
production capacity by approximately 70%.
Cost of sales in fiscal year 2006 was $6,962,159, or 98% of sales,
compared to $4,224,633, or 103% of sales, in fiscal year 2005. Increased raw
material costs were the primary cause of the high relationship of cost of sales
to sales. The decrease in the ratio of cost of sales to sales in fiscal year
2006 from fiscal year 2005 was the result of sales price increases initiated
during the latter half of fiscal year 2005.
General and administrative expense increased $48,807 from $1,119,040 in
fiscal year 2005 to $1,167,847 in fiscal year 2006. The increase was primarily
attributable to an increase of $338,052 in payroll costs during fiscal year
2006, principally due to the addition of Bobby Moore as President and CEO
effective September 1, 2005, Robert Nelson as Chief Financial Officer effective
October 1, 2004 (general and administrative expense for fiscal year 2005
includes two months salary for Mr. Nelson) and management personnel at the Iowa
plant, offset by amortization expense in fiscal year 2005 only of $306,265 for
customer contract intangibles. Mr. Moore resigned as President and CEO of
Greystone effective December 30, 2005.
Interest expense increased $137,478 from $368,492 in fiscal year 2005
to $505,970 in fiscal year 2006 principally due to additional debt incurred to
finance the acquisition of two production lines and increases in the prime rate
of interest.
The net loss decreased $139,040 from $(1,585,927) in fiscal year 2005
to $(1,446,887) in fiscal year 2006 for the reasons discussed above.
Preferred dividends increased $91,312 from $188,288 in fiscal year 2005
to $279,600 in fiscal year 2006. The dividend rate of the preferred shares is
based on the prime rate of interest plus 3.25% and the increase was attributable
to the increase in the prime rate of interest.
After deducting preferred dividends, the net loss available to common
shareholders was $(1,726,487), or $(0.09) per share, in fiscal year 2006
compared to $(1,774,215), or $(0.14) per share, in fiscal year 2005 for a
decrease of $47,728.
7
THREE MONTH PERIOD ENDED NOVEMBER 30, 2005 COMPARED TO THREE MONTH PERIOD ENDED
NOVEMBER 30, 2004
Sales for fiscal year 2006 were $4,205,686 compared to $1,938,587 in
fiscal year 2005, for an increase of $2,267,099.
Cost of sales in fiscal year 2006 was $3,651,513, or 94% of sales,
compared to $2,314,115, or 119% of sales, in fiscal year 2005. Increased raw
material costs were the primary cause of the high relationship of cost of sales
to sales. The decrease in the ratio of cost of sales to sales in fiscal year
2006 from fiscal year 2005 was the result of sales price increases initiated
during the latter half of fiscal year 2005.
General and administrative expense decreased $5,685 from $611,975 in
fiscal year 2005 to $606,285 in fiscal year 2006. The primary factors affecting
the change in general and administrative expense from fiscal year 2005 to fiscal
year 2006 is an amortization expense in fiscal year 2005 only of $137,115 for
customer contract intangibles with no such expense in fiscal year 2006 and an
increase of $185,436 in payroll costs in fiscal year 2006 compared to fiscal
year 2005, principally due to the addition of Bobby Moore as President and CEO
effective September 1, 2005, Robert Nelson as Chief Financial Officer effective
October 1, 2004 (the fiscal year 2005 includes two months salary for Mr. Nelson)
and management personnel at the Iowa plant. Mr. Moore resigned as President and
CEO of Greystone effective December 30, 2005.
Interest expense increased $86,127 from $181,092 in fiscal year 2005 to
$267,219 in fiscal year 2006 principally due to additional debt incurred to
finance the acquisition of two production lines and increases in the prime rate
of interest.
The net loss decreased $406,012 from $(1,022,060) in fiscal year 2005
to $(616,048) in fiscal year 2006 for the reasons discussed above.
Preferred dividends increased $29,486 from $96,199 in fiscal year 2005
to $125,685 in fiscal year 2006. The dividend rate of the preferred shares is
based on the prime rate of interest plus 3.25% and the increase was attributable
to the increase in the prime rate of interest.
After deducting preferred dividends, the net loss available to common
shareholders was $(741,733), or $(0.03) per share, in fiscal year 2006 compared
to $(1,118,259), or $(0.09)
per share, in fiscal year 2005 for a decrease of $768,518.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Greystone's cash requirements for operating activities consist
principally of accounts receivable, inventory, accounts payable, operating
leases and scheduled payments of interest on outstanding indebtedness. Greystone
is currently dependent on outside sources of cash to fund
8
its operations. As of November 30, 2005, revenues from sales remain insufficient
to meet current liabilities.
A summary of cash flows for the six months ended November 30, 2005 is
as follows:
Cash used in operating activities $ (975,120)
Cash used in investing activities (1,344,705)
Cash provided by financing activities 2,321,969
The cash used in investing activities was primarily related to the
acquisition in June 2005 of an additional plastic injection molding machine.
Financing for this machine principally came from a $424,000 note payable at
prime plus 1% rate of interest due June 2012 to First Bartlesville Bank and a
$500,100 note payable at 7.5% due June 2010 to Robert Rosene, a director of
Greystone. Other primary sources of new financing include a $400,000 advance on
a working capital loan with F&M Bank, advances of $1,500,000 from Robert Rosene
and advances of $75,000 from Warren Kruger, a director of Greystone.
The contractual obligations of Greystone are as follows:
[Download Table]
LESS THAN OVER
TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS 5 YEARS
----------- ----------- ----------- ----------- -----------
Long-term debt $11,170,030 $ 2,542,355 $ 6,281,395 $ 816,775 $ 1,529,505
Operating leases 8,043,000 876,000 1,752,000 1,752,000 3,663,000
----------- ----------- ----------- ----------- -----------
Total $19,213,030 $ 3,418,355 $ 8,033,395 $ 2,568,775 $ 5,192,505
=========== =========== =========== =========== ===========
Greystone continues to require outside sources cash to fund its
operating activities. To provide for the additional cash to meet Greystone's
operating activities and contractual obligations for fiscal 2006, Greystone is
exploring various options including long-term debt and equity financing.
However, there is no guarantee that Greystone will be able to raise sufficient
capital to meet these obligations.
Greystone has accumulated a working capital deficit of approximately
$5,687,237 at November 30, 2005, which includes approximately $5,070,071 of
advances from related parties and current portion of long-term debt and
$3,310,815 in accounts payable and accrued liabilities. The working capital
deficit reflects the uncertain financial condition of Greystone resulting from
its inability to obtain long term financing until such time as it is able to
achieve profitability. There is no assurance that Greystone will secure such
financing or achieve profitability.
Greystone has had difficulty in obtaining financing from traditional
financing sources. Substantially all of the financing that Greystone has
received through November 30, 2005, has been provided by loans, loan guarantees
and equity financing from its officers and directors and common stock sales to
its officers, directors and unrelated third parties. There is no assurance that
9
Greystone's officers and directors will continue to provide loans or loan
guarantees or purchase equity securities of Greystone in the future.
FORWARD LOOKING STATEMENTS AND MATERIAL RISKS
---------------------------------------------
This Quarterly Report on Form 10-QSB includes certain statements that
may be deemed "forward-looking statements" within the meaning of federal
securities laws. All statements, other than statements of historical fact, that
address activities, events or developments that Greystone expects, believes or
anticipates will or may occur in the future, including decreased costs, securing
financing, the profitability of Greystone, potential sales of pallets or other
possible business developments, are forward-looking statements. Such statements
are subject to a number of assumptions, risks and uncertainties. The
forward-looking statements contained in this Quarterly Report on Form 10-QSB
could be affected by any of the following factors: Greystone's prospects could
be affected by changes in availability of raw materials, competition, rapid
technological change and new legislation regarding environmental matters;
Greystone may not be able to secure additional financing necessary to sustain
and grow its operations; and a material portion of Greystone's business is and
will be dependent upon a few large customers and there is no assurance that
Greystone will be able to retain such customers. These risks and other risks
that could affect Greystone's business are more fully described in Greystone's
Form 10-KSB for the fiscal year ended May 31, 2005, which was filed on September
15, 2005. Actual results may vary materially from the forward-looking
statements. Greystone undertakes no duty to update any of the forward-looking
statements contained in this Quarterly Report on Form 10-QSB.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this Current Report on Form
10-QSB, Greystone carried out an evaluation under the supervision of Greystone's
Chief Financial Officer (and interim principal executive officer) of the
effectiveness of the design and operation of Greystone's disclosure controls and
procedures pursuant to the Securities Exchange Act Rules 13a-15(e) and
15d-15(e). Based on this evaluation, Greystone's Chief Financial Officer (and
interim principal executive officer) concluded that the disclosure controls and
procedures as of the end of the period covered by this Current Report on Form
10-QSB were effective.
During the quarter ended November 30, 2005, there was no change in
Greystone's internal controls over financial reporting that has materially
affected, or that is reasonably likely to materially affect, Greystone's
internal control over financial reporting.
10
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On December 15, 2005, Greystone's Board of Directors approved the
issuance of two notes to two members of Greystone's Board of Directors to
evidence advances previously made to Greystone by such Directors. The notes
authorized by the Board and subsequently issued included a $2,066,000 note
payable to Robert Rosene and a $527,716 note payable to Warren Kruger, both of
which had effective dates as of December 15, 2005. Greystone's Board of
Directors had previously approved the issuance of a $500,100 note with an
effective date of June 17, 2005 payable to Robert Rosene. All of the notes bear
interest at a rate of 7.5% per annum and are payable in three equal installments
in each of January of 2008, 2009 and 2010. Also on December 15, 2005,
Greystone's Board of Directors approved entering into security agreements
relating to the notes described above. The obligations evidenced by the $500,100
note are secured by an injection molding machine acquired by a subsidiary of
Greystone, subordinate to a prior security interest in favor of First
Bartlesville Bank. The obligations evidenced by $2,066,000 and $527,716 notes
are secured by substantially all of the assets of Greystone and its
subsidiaries, subordinate to a prior security interest in favor of F&M Bank and
Trust Company.
Each of Messrs. Rosene and Kruger abstained during the Board vote with
respect to the notes to be issued to and the security agreements to be entered
into with such Director. Copies of the notes and security agreements are
attached hereto as exhibits to this Quarterly Report on Form 10-QSB and are
incorporated herein by reference. The foregoing description of the notes and the
security agreements is qualified in its entirety by reference to the full text
of such notes and security agreements.
ITEM 6. EXHIBITS
11.1 Computation of Loss per Share is in Note 3 in the Notes to the
financial statements.
10.1 Promissory Note dated as of June 17, 2005 in the amount of
$500,100 issued by Greystone Logistics, Inc. and Greystone
Manufacturing, L.L.C. to Robert B. Rosene, Jr.
10.2 Promissory Note dated as of December 15, 2005 in the amount of
$2,066,000 issued by Greystone Logistics, Inc. and Greystone
Manufacturing, L.L.C. to Robert B. Rosene, Jr.
10.3 Promissory Note dated as of December 15, 2005 in the amount of
$527,716 issued by Greystone Logistics, Inc. and Greystone
Manufacturing, L.L.C. to Warren F. Kruger, Jr.
11
10.4 Security Agreement dated as of December 15, 2005 by and
between Greystone Logistics, Inc. and Greystone Manufacturing,
L.L.C. and Robert B. Rosene, Jr. relating to Promissory Note
in the amount of $500,100.
10.5 Security Agreement dated as of December 15, 2005 by and
between Greystone Logistics, Inc. and Greystone Manufacturing,
L.L.C. and Robert B. Rosene, Jr. relating to Promissory Note
in the amount of $2,066,000.
10.6 Security Agreement dated as of December 15, 2005 by and
between Greystone Logistics, Inc. and Greystone Manufacturing,
L.L.C. and Warren F. Kruger, Jr. relating to Promissory Note
in the amount of $527,716.
31.1 Certification of Chief Financial Officer (and interim
principal executive officer) pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of
1934, as amended, and Item 601(b)(31) of Regulation S-B, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Chief Financial Officer (and interim
principal executive officer) pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
12
SIGNATURE
---------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREYSTONE LOGISTICS, INC.
---------------------------
(Registrant)
Date: January 17, 2006 /s/ Robert H. Nelson
---------------------------
Chief Financial Officer
13
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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