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, 2011





 ̈
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: 001-33700





GLOBALOPTIONS GROUP, INC.


(Exact name of registrant as specified in its charter)





Delaware

30-0342273(State or Other Jurisdiction of Incorporation or

Organization)

(I.R.S. Employer Identification No.)75 Rockefeller Plaza, 27thFloor

New York, New York

10019(Address of Principal Executive Offices)

(Zip Code)





(212) 445-6262




(Registrant’s telephone number, including area code)





(Former name and former address, 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 x No  ̈




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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ̈ No  ̈




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 definitions of “large accelerated filer”, “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 x No  ̈




As of April 25, 2011, there were 13,507,820 shares of the issuer’s common stock outstanding.





GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY


Form 10-Q


March 31, 2011


TABLE OF CONTENTS





PART IFINANCIAL INFORMATIONITEM 1.
Financial Statements.Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
1Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
2Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2011 (Unaudited)
3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
4Notes to Condensed Consolidated Financial Statements (Unaudited)
5ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
13ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk.
18ITEM 4.
Controls and Procedures.
18PART IIOTHER INFORMATIONITEM 1.
Legal Proceedings.
19ITEM 1A.
Risk Factors.
19ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
20ITEM 3.
Defaults Upon Senior Securities.
20ITEM 4.
(Removed and Reserved).
20ITEM 5.
Other Information.
20ITEM 6.
Exhibits.
20SIGNATURES
21








Part I Financial Information


Item 1. Financial Statements





GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY


Condensed Consolidated Balance Sheets


(dollars in thousands, except per share amounts)





March 31,


December 31,2011


2010(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
24,792


$
26,126Restricted cash equivalents - deferred compensation


2,506



2,506Funds held in escrow related to the sales of business units


4,800



4,800Amounts due from buyers related to the sales of business units


3,358



5,002Prepaid expenses and other current assets


480



426Current assets of discontinued operations


-



12Total assets

$
35,936


$
38,872LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
16


$
570Accrued compensation and related benefits


266



896Deferred compensation


2,506



2,506Other current liabilities


885



1,614Current liabilities of discontinued operations


2,908



3,565Total liabilities


6,581



9,151Commitments and contingenciesStockholders' equity:Preferred stock, $0.001 par value, 14,880,000 shares authorized, no shares issued or outstanding;


-



-Series D convertible preferred stock, non-voting, $0.001 par value, 100,000 shares authorized, no shares issued or outstanding;


-



-Series A junior participating preferred stock, $0.001 par value, 20,000 shares authorized, no shares issued or outstanding;


-



-Common stock, $0.001 par value, 100,000,000 shares authorized;

13,845,128 shares issued and 13,501,153 shares outstanding at March 31, 2011, and

13,716,794 shares issued and 13,372,819 shares outstanding at December 31, 2010


14



14Additional paid-in capital


111,764



111,525Accumulated deficit


(81,736
)


(81,131
)Treasury stock; at cost, 343,975 shares at March 31, 2011 and December 31, 2010


(687
)


(687
)Total stockholders' equity


29,355



29,721Total liabilities and stockholders' equity

$
35,936


$
38,872





See notes to these condensed consolidated financial statements.


1





GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY


Condensed Consolidated Statements of Operations


(dollars in thousands, except share and per share amounts)


(Unaudited)





For the Three Months Ended March 31,2011


2010Operating expenses:Selling and marketing

$
-


$
674General and administrative


988



2,644Total operating expenses


988



3,318Loss from operations


(988
)


(3,318
)Other income (expense):Interest income


2



-Interest expense


-



(73
)Other expense, net


2



(73
)Loss from continuing operations


(986
)


(3,391
)Discontinued Operations:Income from discontinued operations, net of tax provision


8



1,699Gain on disposal


373



-Income from discontinued operations, net of tax


381



1,699Net loss

$
(605
)

$
(1,692
)Basic and diluted net loss (income) per share:Continuing operations


(0.07
)


(0.24
)Discontinued operations, net of tax


0.03



0.12Net loss per share


(0.04
)


(0.12
)Weighted average number of common shares outstanding - basic and diluted


13,391,482



13,882,454





See notes to these condensed consolidated financial statements.


2





GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY


Condensed Consolidated Statement of Stockholders' Equity


For the Three Months Ended March 31, 2011


(dollars in thousands)


(Unaudited)





AdditionalCommon Stock


Treasury Shares


Paid-in


AccumulatedShares


Amount


Shares


Amount


Capital


Deficit


TotalBalance, January 1, 2011


13,716,794


$
14



343,975


$
(687
)

$
111,525


$
(81,131
)


29,721Issuance of common stock upon exercise of stock options


128,334



-



-



-



232



-



232Amortization of employee stock option costs


-



-



-



-



7



-



7Net loss


-



-



-



-



-



(605
)


(605
)Balance, March 31, 2011


13,845,128


$
14



343,975


$
(687
)

$
111,764


$
(81,736
)

$
29,355





See notes to these condensed consolidated financial statements.


3


GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY


Condensed Consolidated Statements of Cash Flows


(dollars in thousands)


(Unaudited)





For the Three Months Ended March 31,2011


2010Cash flows from operating activities:Net loss

$
(605
)

$
(1,692
)Adjustments to reconcile net loss to net cash used in operating activities:Provision for bad debts


-



220Depreciation and amortization


-



888Deferred rent


-



6Stock-based compensation


7



642Accretion of discount on note receivable


(8
)


-Deferred income taxes


-



91Gain on sale of business unit


(373
)


-Changes in operating assets and liabilities:Accounts receivable


-



(4,548
)Inventories


-



(81
)Prepaid expenses and other current assets


(42
)


38Security deposits and other assets


-



(7
)Accounts payable


(561
)


1,036Deferred revenues


-



(107
)Accrued compensation and related benefits


(678
)


1,817Other current liabilities


(1,331
)


(92
)Other long-term obligations


-



(7
)Total adjustments


(2,986
)


(104
)Net cash used in operating activities


(3,591
)


(1,796
)Cash flows from investing activities:Purchases of property and equipment


-



(695
)Purchase of intangible assets


-



(20
)Collection of contingent consideration - sale of SafirRosetti


373



-Collection of contingent consideration - sale of Preparedness Services


1,652



-Net cash provided by (used in) investing activities


2,025



(715
)Cash flows from financing activities:Net proceeds under line of credit


-



1,943Proceeds from issuance of stock in connection with stock options exercised


232



-Proceeds from issuance of stock in connection with ESPP


-



16Net cash provided by financing activities


232



1,959Net decrease in cash and cash equivalents


(1,334
)


(552
)Cash and cash equivalents - beginning of period


26,126



3,221Cash and cash equivalents - end of period

$
24,792


$
2,669Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
-


$
64Supplemental non-cash investing and financing activityAsset acquired under capital lease obligation

$
-


$
679




See notes to these condensed consolidated financial statements.


4


GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 1.  Nature of Operations
  GlobalOptions Group, Inc. and its subsidiaries (collectively the “Company” or “GlobalOptions Group”) was a holding company operating to provide risk mitigation and management services.
 
 During the year ended December 31, 2010, the Company sold its operating businesses. The Company sold its SafirRosetti business unit (“SafirRosetti”) on April 30, 2010, its Preparedness Services business unit (“Preparedness Services”) on July 16, 2010, its Fraud and SIU Services business unit (“Fraud and SIU Services”) on July 20, 2010, and its Forensic DNA Solutions and Products business unit (“Bode”) on November 30, 2010 and closed its International Strategies business unit (“International Strategies”) on December 31, 2010.  As a result of our sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode and the closure of International Strategies, the results and accounts of these business units are shown as discontinued operations in our financial statements.
 
 As of March 31, 2011, continuing operations consist solely of executive and general corporate operations.  These executive and general corporate operations include services provided by the Company in support of the business units sold and include (i) cash and treasury management, information technology, employee benefits, general insurance and general transition services, and (ii) marketing and business development support that is intended to help drive sales revenues of the business units sold.   In addition, executive and general corporate operations include the monitoring and managing of the Company’s receipt of notes receivable, working capital adjustments, escrowed purchase price amounts and earnouts, the efforts of which the Company expects will extend through approximately August 2012.
 
 The Company has determined that it became a “shell company” as defined in Rule 126-2 promulgated under the Securities Exchange Act of 1934, as amended.
 
 2.  Basis of Presentation
 
 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.  The Company has evaluated subsequent events through the issuance of this Form 10-Q.  Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on February 15, 2011.
 
 3.  Summary of Significant Accounting Policies
 
 Restricted Cash Equivalents
 
 “Restricted cash equivalents – deferred compensation” includes cash and money market funds held in a rabbi trust under a nonqualified deferred compensation arrangement (the “Deferred Compensation Arrangement”) established in connection with compensation earned by the Company’s chief executive officer and chief financial officer upon the sale of Preparedness Services.  Each plan participant’s account is comprised of the Company’s contribution to the trust on behalf of the participant and share of earnings or losses in the plan.  The restricted cash held in the rabbi trust is considered an asset available for sale and is reported at fair value with an offsetting liability included in deferred compensation in our Consolidated Balance Sheet.  The earnings on the investments are recorded in interest income with an offsetting amount recorded in general and administrative expenses in our Consolidated Statements of Operations.   During the three months ended March 31, 2011 and 2010, there were no earnings on these investments.  The fair value of the investments of the Deferred Compensation Arrangement was $2,506 and $2,506 at March 31, 2011 and December 31, 2010.
 
 5
 
 GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 3.  Summary of Significant Accounting Policies, continued
 
 Fair Value Measurements
  Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
 
 •
Level 1.Observable inputs such as quoted prices in active markets;
 
 •
Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
 
 •
Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
  Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. The valuation techniques are as follows:
 
 (a)
Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
 
 (b)
Cost approach.Amount that would be required to replace the service capacity of an asset (replacement cost); and
 
 (c)
Income approach.Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).
  Assets (Liabilities) Measured at Fair Value on a Recurring Basis
 
 Condensed

Consolidated


Quoted Prices

in

Active Markets


Significant

Other

Inputs


Significant

Observable

Inputs


Unobservable

ValuationBalance Sheet


(Level 1)


(Level 2)


(Level 3)


TechniqueRestricted Cash Equivalents at:March 31, 2011

$
2,506


$
2,506


$
-


$
-


$
-December 31, 2010

$
2,506


$
2,506


$
-


$
-


$
-
  Income Taxes
 
 The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of the underlying assets and liabilities. The Company establishes a valuation allowance for deferred tax assets when it determines that it is more likely than not that the benefits of deferred tax assets will not be realized in future periods.
 
 Discontinued Operations
 
 Included in “Income from discontinued operations, net of tax provision” in the accompanying Condensed Consolidated Statements of Operations, are the results for the three months ended March 31, 2011 and March 31, 2010, as applicable for SafirRosetti, Preparedness Services, Fraud and SIU Services, International Strategies and Bode.  Income from discontinued operations for the three months ended March 31, 2011 consists solely of interest earned on notes receivable from the sale of SafirRosetti.  Liabilities of the discontinued operations have been reclassified and are reflected in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2011 as “Current liabilities of discontinued operations”.
  For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis.
  6
 
 GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 3.  Summary of Significant Accounting Policies, continued
 
 Net Loss per Common Share
 
 Basic net loss per common share is computed based on the weighted average number of shares of common stock outstanding, as adjusted, during the periods presented. Common stock equivalents, consisting of stock options and restricted stock units (“RSUs”) were not included in the calculation of the diluted loss per share because their inclusion would have been anti-dilutive.  The basic weighted average number of shares was reduced for non-vested restricted stock awards. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive.
 
 March 31,2011


2010Stock options


265,000



1,125,504RSUs


5,557



228,735Potentially dilutive securities realizable from the vesting of performance based restricted stock


-



470,563Total potentially dilutive securities


270,557



1,824,802
 
 4. Sales of Business Units
 
 Receipt of Additional Proceeds from Sale of SafirRosetti
 
 During the three months ended March 31, 2011, in connection with the sale of SafirRosetti, the Company realized $373 in contingent sales proceeds.  This amount was reflected on the Statement of Operations, within Discontinued Operations, as Gain on Disposal.
  Receipt of Additional Proceeds from Sale of Preparedness Services
  During the three months ended March 31, 2011, the Company received $1,652 from the purchasers of Preparedness Services, which was recorded as a reduction in Amounts Due From Buyer Related to the Sales of Business Units, in the Condensed Consolidated Balance Sheet at March 31, 2011.
 
 Estimate of Working Capital Adjustment – The Sale of Bode
 
 Pursuant to that certain stock purchase agreement dated August 11, 2010 (“Bode Purchase Agreement”) by and among the Company, Bode and LSR Acquisition Corp. (which following a corporate reorganization, became SolutionPoint), which closed on November 30, 2010, SolutionPoint has agreed to pay the Company the amount by which the working capital of Bode at closing exceeded $5,600, and we have agreed to pay SolutionPoint the amount by which the working capital of Bode at closing is less than $5,600, provided that in either case no such payment will be required unless it is in excess of $150.  At March 31, 2011, the Company has estimated that SolutionPoint will pay the Company a working capital adjustment of approximately $2,192.  As set forth in the Bode Purchase Agreement, there are a series of steps in which the Company and SolutionPoint determine, review and approve the computation of the working capital adjustment.  These steps have not yet been completed.  Accordingly, this estimate of the working capital adjustment is subject to change. The Company has also agreed to pay SolutionPoint a “true-up” of up to $1,000, based on accounts receivable that remain uncollected 180 days after the closing and SolutionPoint has agreed to transfer to the Company all rights with respect to such uncollected receivables after SolutionPoint’s receipt of such “true-up” payment.
  7
  GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 4. Sales of Business Units, continued
 
 Termination of Bode Transition Services Agreement
 
 In connection with the Bode Purchase Agreement, we entered into a transition service agreement pursuant to which we provided Bode with certain specified transition services following the closing, including but not limited to certain information technology services.  In connection with this agreement, during the three months ended March 31, 2011, the Company recorded fees of $86, which were recorded as an offset to general and administrative expenses.  The transition services agreement terminated on March 31, 2011.
  Funds held in escrow related to the sales of business units
 
 As of March 31, 2011, a portion of the proceeds from the sale of each of the business units has been held in escrow, to cover potential post-closing indemnification obligations, as follows:
 
 SafirRosetti


Preparedness

Services


Fraud and SIU

Services


Bode


TotalFunds held in escrow related to the sales of business units

$
525


$
1,000


$
825


$
2,450


$
4,800
 
 Amounts due from buyers related to the sales of business units
 
 As of  March 31, 2011, amounts due from buyers related to the sales of business units include a secured promissory note, net of discount, amounts due in connection with working capital adjustments and other consideration receivable, as shown in the table below:
 
 SafirRosetti


Preparedness

Services


Bode


TotalSecured promissory note, net of discount of $10

$
865


$
-


$
-


$
865Working capital adjustment


-



-



2,192



2,192Other consideration receivable


-



301



-



301$
865


$
301


$
2,192


$
3,358
 
 Results of Discontinued Operations
 
 Results and net income (loss) from discontinued operations are as follows, reflecting results of SafirRosetti, Preparedness Services, Fraud and SIU Services, Bode, and International Strategies:
 
 For the three months ended

March 312011


2010Revenues

$
-


$
25,234Income from operations

$
8


$
1,800Income before tax

$
8


$
1,790Income, net of tax

$
8


$
1,699
  8
  GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 4. Sales of Business Units, continued
 
 Results of Discontinued Operations, continued
 
 Assets and liabilities included in discontinued operations as of March 31, 2011 and December 31, 2010 are as follows:
 
 As ofMarch 31, 2011


December 31, 2010AssetsPrepaid expenses and other current assets

$
-


$
12Total assets of discontinued operations

$
-


$
12LiabilitiesAccounts payable

$
56


$
63Accrued compensation


166



214Accrued expenses and other current  liabilities


2,686



3,288Total liabilities of discontinued operations

$
2,908


$
3,565
 
 5.  Accrued Compensation and Related Benefits
 
 A summary of accrued compensation and related benefits is comprised of the following:
 
 As ofMarch 31, 2011


December 31, 2010Accrued performance based bonuses

$
211


$
644Accrued payroll and commissions


18



223Accrued employee benefits


37



29Total

$
266


$
896
 
 6.  Deferred Compensation
 
 The Company has established a Deferred Compensation Arrangement for the benefit of its Chief Executive Officer and its Chief Financial Officer.  The deferred compensation is held in a separate trust account, established by the Company to administer the Deferred Compensation Arrangement.  The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent.   The trust qualifies as a grantor trust for income tax purposes (known as a “rabbi trust”).  The assets and liabilities of the Deferred Compensation Arrangement are valued at $2,506 as of March 31, 2011.
 
 7.  Commitments and Contingencies
 
 Operating Leases
 
 The Company has a month to month obligation for an office lease.
 
 Rent expense charged to continuing operations amounted to $48 and $54 for the three months ended March 31, 2011 and 2010, respectively.
  9
  GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 7.  Commitments and Contingencies, continued
 
 Litigation, Claims and Assessments
 
 On April 22, 2010 a case was filed against the Company stating that the Company conspired to divert work from the plaintiff.  The claims are for $2,400 in this case.  The Company believes that the suit is completely without merit and intends to vigorously defend its position.  The Company has not accrued a loss reserve for this matter.
 
 On October 2, 2010, the Company, along with others, was notified that it is a defendant in a lawsuit filed by a third party for alleged conversion of assets, tortuous interference and defamation, among other claims.  The suit asks for actual and punitive damages totaling $4,200,000.  The Company believes that the suit is completely without merit and intends to vigorously defend its position. The Company has not accrued a loss reserve for this matter.
 
 8.  Stockholders’ Equity
 
 Common Stock Issued
  During the three months ended March 31, 2011, the Company issued 128,334 shares of its common stock upon the exercise of stock options and realized proceeds of $232.
 
 Common Stock Buyback Program
 
 On February 7, 2011, the Company’s board of directors authorized the repurchase of up to $3,000 of the Company’s common stock over a period of 18 months, at such times, amounts and prices as the Company shall deem appropriate.   Through March 31, 2011, no shares have been repurchased under this program.
 
 9. Stock Based Compensation
 
 Amended and Restated 2006 Long-Term Incentive Plan(“Incentive Plan”)
  Under the Incentive Plan, the Company may issue up to 3,000,000 shares of the Company’s common stock.  The Compensation Committee has the authority to determine the amount, type and terms of each award, but may not grant awards under the Incentive Plan, in any combination, for more than 625,000 shares of the Company’s common stock to any individual during any calendar year, increased from 312,500 under the Company’s original 2006 Long-Term Incentive Plan.
  As of March 31, 2011, 1,544,009 shares of common stock remained eligible to be issued under the Incentive Plan.
  Stock Based Compensation
  Equity instruments issued to employees are recorded at their fair value on the date of grant and are amortized over the vesting period of the award. Stock based compensation for employees was approximately $7 and $613 for the three months ended March 31, 2011 and 2010, respectively.  For the three months ended March 31, 2011 and 2010, $0 and $105, respectively, were reflected in selling and marketing expenses, and $7 and $508, respectively, were reflected in general and administrative expenses
  Equity instruments issued to non-employees are recorded at their fair value on the grant date. The non-vested portions of the award are adjusted based on market value on a quarterly basis and the adjusted value of award is amortized over the expected service period.  Stock based compensation for non-employees was approximately $0 and $29 for the three months ended March 31, 2011 and 2010, respectively, and was reflected in general and administrative expenses.
  10
 
 GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 9. Stock Based Compensation, continued
 
 Stock Based Compensation, continued
  The following tables summarize total stock based compensation costs recognized for the three months ended March 31, 2011 and 2010:
  For the Three Months Ended March 31,2011


2010Employees


Non

Employees


Total


Employees


Non

Employees


TotalStock options

$
7


$
-


$
7


$
124


$
28


$
152RSUs


-



-



-



264



1



265Stock purchase plan


-



-



-



6



-



6Amortization of restricted shares under performance based executive bonus award


-



-



-



219



-



219Shares issued to consultants for services


-



-



-



-



-



-Total

$
7


$
-


$
7


$
613


$
29


$
642
 
 At March 31, 2011, the unamortized value of stock options held by employees was approximately $5.  The unamortized portion will be expensed over a weighted average period of 0.9 years.
 
 Stock Options
 
 A summary of the status of the Company’s stock option plans and the changes during the three months ended March 31, 2011, is presented in the table below:
  Number of

Options


Weighted

Average

Exercise

Price

(per share)


Weighted

Average

Remaining

Contractual

Life


Intrinsic

ValueOptions outstanding at January 1, 2011


565,158


$
2.64


2.9 years


$
283Granted


-Exercised


(128,334
)

$
1.81Forfeited


(171,824
)

$
3.62Options outstanding at March 31, 2011


265,000


$
2.40


2.6 years


$
160Exercisable March 31, 2011


260,000


$
2.42


2.6 years


$
156
  Upon the completion of the sales of SafirRosetti, Preparedness Services,  Fraud and SIU Services and Bode their employees were no longer deemed to be in service to the Company.  Pursuant to the terms of the Incentive Plan, options not exercised within 90 days of an employee’s separation of service were forfeited.   As a result, unexercised stock options for the purchase of 44,324 shares of common stock held by employees of Bode were forfeited on February 28, 2011.
 
 11
 
 GLOBALOPTIONS GROUP, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 (dollars in thousands, except per share amounts)
 
 9. Stock Based Compensation, continued
 
 Restricted Stock Units (RSUs)
 
 A summary of the activity related to RSUs for the three months ended March 31, 2011 is presented below:
 
 Total


Weighted

Average Grant

Date Fair ValueNonvested at January 1, 2011


8,825


$
2.12RSUs vested


-RSUs forfeited


(3,268
)Nonvested at March 31, 2011


5,557


$
2.12
 
 10. Subsequent Event
 
 Common Stock Issued
 
 On April 8, 2011, the Company issued 6,667 shares of its common stock upon the exercise of a stock option and realized proceeds of $11.
  12




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


(Amounts contained in this Item 2 are in thousands, except share and per share amounts).





The following discussion of results of operations and financial condition is based upon, and should be read in conjunction with, our condensed consolidated financial statements and accompanying notes thereto included elsewhere herein.





Forward-Looking Statements





Information included or incorporated by reference in this Quarterly Report on Form 10-Q may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words ”may,” “should,” ”expect,” ”anticipate,” ”estimate,” ”believe,” “intend” or “project” or the negative of these words or other variations on these or comparable terminology.




Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2011. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.




Overview




GlobalOptions Group, Inc. and its subsidiaries (collectively “we”, “us”, the “Company” or “GlobalOptions Group”) was an integrated provider of risk mitigation and management services.




During the year ended December 31, 2010, we sold or closed all of our operating businesses. We completed the sale of our SafirRosetti business unit (“SafirRosetti”) on April 30, 2010, our Preparedness Services business unit (“Preparedness Services”) on July 16, 2010, our Fraud and SIU Services business unit (“Fraud and SIU Services”) on July 20, 2010, our subsidiary, The Bode Technology Group, Inc. which represented our Forensic DNA Solutions and Products Services business unit (“Bode”) on November 30, 2010 and on December 31, 2010, we closed our International Strategies business unit (“International Strategies”).





As a result of our sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode and the closure of International Strategies, the results and accounts of these business units are shown as discontinued operations in our financial statements. As of March 31, 2011, continuing operations consist solely of executive and general corporate operations.  These executive and general corporate operations include services provided by the Company in support of the business units sold and include (i) cash and treasury management, information technology, employee benefits, general insurance and general transition services, and (ii) marketing and business development support that is intended to help drive sales revenues of the business units sold.   In addition, executive and general corporate operations include the monitoring and managing of the Company’s receipt of notes receivable, working capital adjustments, escrowed purchase price amounts and earnouts, the efforts of which the Company expects will extend through approximately August 2012.





We have determined that we are a “shell company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).





NASDAQ Delisting




On January 18, 2011, the staff of The NASDAQ Stock Market, Inc. (“NASDAQ”) delivered a determination letter (the “Determination Letter”) to us indicating its belief that we no longer met NASDAQ’s listing standards on the grounds that we were not in compliance with Listing Rule 5101 and may be a “public shell” with no operating business following the sale of Bode and the closing of International Strategies, in addition to the prior sales of our other operating businesses. We appealed NASDAQ’s determination on February 24, 2011. On February 28, 2011, we received a letter from the NASDAQ Hearings Panel indicating that it had affirmed the finding in the Determination Letter and that our common stock would be delisted as of the opening of business on March 2, 2011.


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Our common stock was delisted from NASDAQ on March 2, 2011. From March 2, 2011 to March 21, 2011, our common stock was quoted on the pink sheets under the symbol “GLOI.PK”, and since March 22, 2011 has been quoted on the OTC Bulletin Board under the symbol “GLOI.OB”.




Return of Proceeds to Stockholders




Wecurrently intend to return the net proceeds from the sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode to our stockholders, after satisfying existing contractual obligations and establishing appropriate reserves for contingencies and ongoing operating costs.





In connection with this intention, on December 1, 2010, we commenced a partial tender offer to purchase for cash up to 10,000,000 shares of our common stock at a price of $2.40 per share. The tender offer closed on December 29, 2010, after which we purchased a total of 1,119,978 shares at a cost of $2,688. In addition, during the year ended December 31, 2010, just prior to the aforementioned tender offer, we repurchased in the open market 16,627 shares of our common stock at a cost of $39. On February 7, 2011, our board of directors (the “Board”) approved a new program to repurchase up to $3,000 of our common stock over a period of 18 months, at such times, amounts and prices as we deem appropriate. As of April 22, 2011, we have not made any repurchases under this program.





We have not made a final decision as to, and continue to explore the most efficient form of, any such distributions and any alternative uses of the net proceeds from the sales of our four business units in the event that we determine not to further distribute these proceeds to our stockholders.  There is no guaranty that we will make any further distributions.  In the event that we decide to retain the remaining proceeds from such sales, we may pursue a business combination or other type of corporate transaction.  We currently do not have any arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity or within any specific industry and there can be no assurance that we will be successful in identifying and evaluating or in concluding any such business combination.




Corporate Developments





Receipt of Additional Proceeds from Sale of SafirRosetti





During the three months ended March 31, 2011, in connection with the sale of SafirRosetti, the Company realized $373 in contingent sales proceeds. This amount was reflected as gain on sale in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2011.




Receipt of Additional Proceeds from Sale of Preparedness Services




During the three months ended March 31, 2011, the Company received $1,652, which was recorded as a reduction in amounts due from buyer related to the sales of business units, in the Condensed Consolidated Balance Sheet at March 31, 2011.





Estimate of Working Capital Adjustment – The Sale of Bode





Pursuant to that certain stock purchase agreement dated August 11, 2010 (“Bode Purchase Agreement”) by and among us, Bode and LSR Acquisition Corp. (which following a corporate reorganization, became SolutionPoint), which closed on November 30, 2010, SolutionPoint has agreed to pay us the amount by which the working capital of Bode at closing exceeded $5,600, and we have agreed to pay SolutionPoint the amount by which the working capital of Bode at closing is less than $5,600, provided that in either case no such payment will be required unless it is in excess of $150.  At March 31, 2011, we have estimated that SolutionPoint will pay us a working capital adjustment of approximately $2,192.  As set forth in the Bode Purchase Agreement, there are a series of steps in which we and SolutionPoint determine, review and approve the computation of the working capital adjustment.  These steps have not yet been completed.  Accordingly, this estimate of the working capital adjustment is subject to change. We have also agreed to pay SolutionPoint a “true-up” of up to $1,000, based on accounts receivable that remain uncollected 180 days after the closing and SolutionPoint has agreed to transfer to us all rights with respect to such uncollected receivables after SolutionPoint’s receipt of such “true-up” payment.


14





Termination of Bode Transition Services Agreement





In connection with the Bode Purchase Agreement, we entered into a transition service agreement pursuant to which we provided Bode with certain specified transition services following the closing, including but not limited to certain information technology services.  In connection with this agreement, during the three months ended March 31, 2011, the Company recorded fees of $86, which were recorded as an offset to general and administrative expenses.  The transition services agreement terminated on March 31, 2011.





Results of Operations




Continuing Operations




As of March 31, 2011, continuing operations consist solely of executive and general corporate operations.  These executive and general corporate operations include services provided by the Company in support of the business units sold and include (i) cash and treasury management, information technology, employee benefits, general insurance and general transition services, and (ii) marketing and business development support that is intended to help drive sales revenues of the business units sold.   In addition, executive and general corporate operations include the monitoring and managing of the Company’s receipt of notes receivable, working capital adjustments, escrowed purchase price amounts and earnouts, the efforts of which the Company expects will extend through approximately August 2012.




As of March 31, 2011, the Company no longer was a party to any transition services agreements and ceased providing transition services.




Operating Expenses




Our selling and marketing expenses primarily include salaries, stock based compensation, as well as travel and other expenses. Our general and administrative expenses consist primarily of salaries, bonuses and stock-based compensation, as well as corporate support expenses such as legal and professional fees, investor relations, human resources, facilities, telecommunication support services and information technology.




Discontinued Operations




As a result of our sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode and the closure of International Strategies, the results and accounts of these business units are now presented in our financial statements as discontinued operations for the three months ended March 31, 2011 and all prior periods. As of March 31, 2011, continuing operations consist solely of our executive and general corporate operations.




GlobalOptions Group Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010




Operating Expenses




Selling and marketing expenses were $0 for the three months ended March 31, 2011, as compared to $674 for the three months ended March 31, 2010. The decrease in selling and marketing expenses was primarily related to the discontinuation of selling efforts, since we have sold our operating units. General and administrative expenses were $988 for the three months ended March 31, 2011, as compared to $2,644 for the three months ended March 31, 2010. The decrease in general and administrative expenses was primarily related to decreases in payroll and stock based compensation costs and decreases in professional fees as well as the decrease in depreciation expense, all on account of scaling back the corporate functions after the sales of the business units.




Results of Discontinued Operations





Income from discontinued operations, net of tax, was $8 and $1,699 for the three months ended March 31, 2011 and 2010, respectively. The decrease in net income was primarily due to the sales of our business units during 2010.


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Net Loss





Net loss for the three months ended March 31, 2011 and 2010 was $605 and $1,692, respectively. Net loss for the three months ended March 31, 2011 was comprised of a loss from continuing operations of $986 and income from discontinued operations, of $8. Net loss for the three months ended March 31, 2010 was comprised of a loss from continuing operations of $3,391 and income from discontinued operations, net of tax, of $1,699. The decrease in net loss is principally the result of the decrease in operating expenses as described above.





Liquidity and Capital Resources




For the Three Months Ended March 31, 2011




We had a cash and cash equivalent balance of $24,792 as of March 31, 2011.




Cash used in operating activities was approximately $3,591 and $1,796 for the three months ended March 31, 2011 and 2010, respectively. Cash used in operating activities for the three months ended March 31, 2011 resulted primarily from our net loss of $605, our use in operating activities related to changes in operating assets and liabilities of $2,612, and the gain from the contingent consideration recognized on the sale of SafirRosetti of $373.




Cash provided by (used in) investing activities was $2,025 and $(715) for the three months ended March 31, 2011 and 2010, respectively. The cash provided by investing activities during the three months end March 31, 2011 was $1,652 related to the working capital adjustment received in connection with the sale of Preparedness Services and $373 representing the additional contingent consideration received related to the sale of SafirRosetti.




Cash provided by financing activities was $232 and $1,959 for the three months ended March 31, 2011 and 2010, respectively. The net cash provided by financing activities for the three months ended March 31, 2011 is primarily due to proceeds from the exercise of stock options.




At March 31, 2011, we had working capital of $29,355.





Subject to our satisfaction of and compliance with existing contractual and banking obligations, and the establishment of appropriate reserves, we currently intend to distribute the remaining net proceeds from the sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode to our stockholders.  We returned $2,688 to our stockholders in connection with the tender of 1,119,978 shares of our common stock in connection with our tender offer, which concluded in December 2010.  We expect that any later distributions, to the extent that no earnouts are achieved and no proceeds are released from escrow, would be in an aggregate amount between approximately $19,000, to as much as $20,000.  There is no guarantee, however, that we will make this later distribution or any other distribution.  In the event that we decide to retain the remaining proceeds from such sales, we may pursue a business combination or other type of corporate transaction.  We currently do not have any arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity or within any specific industry and there can be no assurance that we will be successful in identifying and evaluating or in concluding any such business combination.





We also note that these distribution amounts are net of our current estimates of the amounts needed for required reserves,  for contingencies and for financial and operating costs, but do not consider the effects of working capital adjustments, guarantees of receivables sold, tax or other reserves which we may later conclude are necessary.





We believe that the cash generated by the sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode, the cash that we expect to receive from the release of escrow amounts, the earnouts, and the payment of the remaining balance on that certain secured promissory note from SafirRosetti, payable to us on June 30, 2011, less any distributions to our stockholders, will be sufficient to finance our operations through December 31, 2011.


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In addition to the fixed portion of the purchase price for SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode, each agreement provides for contingent proceeds in the form of earnouts and/or the return of an escrow deposit. The following table represents the minimum and maximum aggregate contingent proceeds that may be realized from the sales of SafirRosetti, Fraud and SIU Services, Preparedness Services, and Bode. These amounts have not yet been recognized and are not reflected on our balance sheet as of March 31, 2011.





SafirRosetti


Fraud and SIU

Services


Preparedness

Services


Bode


TotalMin


Max


Min


Max


Min


Max


Min


Max


Min


MaxEarnout

$
1,077


$
1,600


$
-


$
-


$
-


$
12,000


$
-


$
5,500


$
1,077


$
19,100Return of escrow


-



525



-



825



-



1,000



-



2,450



-



4,800Totals

$
1,077


$
2,125


$
-


$
825


$
-


$
13,000


$
-


$
7,950


$
1,077


$
23,900





The minimum amount in connection with the sale of SafirRosetti includes $1,077 of contingent consideration that was realized and recognized through March 31, 2011.  There is no assurance that any of these contingent proceeds in excess of amounts already received will be realized.  Accordingly, in each case the future minimum amount is $0. Neither the maximum nor the minimum amounts represent management’s expectation of the amount of contingent proceeds to be realized.  Additionally, these contingent proceeds do not reflect certain potential working capital adjustments and accounts receivable guarantees that we provided for with respect to the above mentioned transactions.





If we receive the contingent proceeds discussed above, we intend to distribute them to stockholders, less deductions comparable to those described above with respect to the distribution of the other proceeds of the transactions.  However, we have not made a final decision as to, and continue to explore the most efficient form of, any such distribution and any alternative uses of the net proceeds from the sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode in the event that we determine not to further distribute these proceeds to our stockholders.  There is no guaranty that we will make any further distributions.  In the event that we decide to retain the remaining proceeds from such sales, we may pursue a business combination or other type of corporate transaction.  We currently do not have any arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity or within any specific industry and there can be no assurance that we will be successful in identifying and evaluating or in concluding any such business combination.




Off-Balance Sheet Arrangements




We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.





Critical Accounting Policies




Our significant accounting policies, including the assumptions and judgments underlying them, are more fully described in our “Notes to Consolidated Financial Statements” included in the Annual Report on Form 10-K for the year ended December 31, 2010. Some of our accounting policies require the application of significant judgment by management in the preparation of the consolidated financial statements and, as a result, they are subject to a greater degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in calculating estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. We have identified certain accounting policies as the ones that are most important to the portrayal of our consolidated financial condition and results of operations and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our critical accounting policies include the following:




Stock-Based Compensation




We have adopted the fair value recognition provisions Accounting Standards Codification (“ASC”) 718 “Compensation—Stock Compensation” (“ASC 718”).  Stock-based compensation expense for all share-based payment awards granted after December 31, 2005 is based on the grant-date fair value estimated in accordance with the provisions ASC 718. We recognize these compensation costs over the requisite service period of the award, which is generally the vesting term of the options associated with the underlying employment agreement, where applicable.




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ASC 718 also requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. Prior to the adoption of ASC 718, we accounted for forfeitures as they occurred.




We account for equity instruments issued to non-employees in accordance with the provisions of ASC 718 which requires that such equity instruments be recorded at their fair value on the measurement date, which is typically the date the services are performed. Stock-based compensation for non-employees is accounted for under ASC 718 and is reflected within general and administrative expenses.





Discontinued Operations





We account for our discontinued operations under the provisions of ASC 205-20 “Presentation of Financial Statements – Discontinued Operations”. Accordingly, the results of operations and related charges for discontinued operations with respect to the sale of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode are reflected in net loss discontinued operations. Assets and liabilities of the discontinued operations have been reclassified and are reflected on our Consolidated Balance Sheet as “Current assets of discontinued operations”, “Assets of discontinued operations”, “Current liabilities of discontinued operations” and “Liabilities of discontinued operations”.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.




Not applicable.





Item 4. Controls and Procedures.





Disclosure Controls and Procedures





Disclosure controls and procedures (as defined in Rule 13(a)-15(e)) are controls and other procedures that are designed to ensure that information required to be disclosed by a public company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a public company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow for timely decisions regarding required disclosure. Disclosure controls and procedures include many aspects of internal control over financial reporting.





In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act and have determined that such controls and procedures were effective as of March 31, 2011.





Changes in Internal Control over Financial Reporting




There were no changes in our internal control over financial reporting or in any other factors that could significantly affect these controls, during the quarter ended March 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II




OTHER INFORMATION




Item 1. Legal Proceedings.





On April 22, 2010 a case was filed against the Company stating that the Company conspired to divert work from the plaintiff. The claims are for $2,400 in this case. The Company believes that the suit is completely without merit and intends to vigorously defend its position.




On October 2, 2010, we along with others, were notified that we are a defendant in a lawsuit filed by a third party for alleged conversion of assets, tortuous interference and defamation, among other claims. The suit asks for actual and punitive damages totaling $4,200,000. We believe that the suit is completely without merit and intend to vigorously defend our position.




Item 1A. Risk Factors.





Our stockholders are no longer able to rely upon Rule 144 to sell their shares not registered for resale under the Securities Act.





Our stockholders are no longer able rely upon Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), to sell their shares not registered for resale under the Securities Act because we are now a “shell company” with no or nominal operations and assets consisting solely of cash and cash equivalents and nominal other assets. The unavailability of Rule 144 may make it more difficult for investors holding restricted shares to sell their shares.





We expect the volume of trading of our stock will remain low and the market for selling our shares will remain limited.





Our common stock has historically been sporadically or thinly traded. As a result of the sales of SafirRosetti, Preparedness Services, Fraud and SIU Services and Bode, our delisting from NASDAQ and the unavailability of Rule 144 our trading volume may decrease even further. As a result, the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. There may be periods of several days or more when trading activity in our shares is low and a stockholder may be unable to sell his shares of common stock at an acceptable price, or at all. We cannot give stockholders any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.





We may be deemed a “penny stock.”





We may be considered a “penny stock” as defined in the Exchange Act and the rules thereunder, unless the price of our shares of common stock is at least $5.00. Weexpect that our share price will remain less than $5.00. Unless our common stock is otherwise excluded from the definition of “penny stock”, the penny stock rules apply. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, the level of trading activity could be limited and it may be difficult for investors to sell our common stock.


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




None.





Item 3. Default Upon Senior Securities.




None.




Item 4. (Removed and Reserved).




Item 5. Other Information.




There are no items required to be disclosed on Current Report on Form 8-K during the quarterly period ended March 31, 2011 that were not so reported.




Item 6. Exhibits.




The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.





Exhibit No.

Description31.1

Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of2002.31.2

Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of2002.32.1

Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of2002.32.2

Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.


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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.





GLOBALOPTIONS GROUP, INC.Dated:April 26, 2011
By:
/s/ Harvey W. SchillerHarvey W. SchillerChairman, Chief Executive Officer and Director(Principal Executive Officer)Dated:April 26, 2011
By:
/s/ Jeffrey O. NyweideJeffrey O. NyweideExecutive Vice President-Corporate Development,Chief Financial Officer and Secretary(Principal Financial Officer and Principal Accounting Officer)


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EXHIBIT INDEX





Exhibit No.

Description31.1

Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of2002.31.2

Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of2002.32.1

Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of2002.32.2

Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.


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