UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July
31, 2014
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from __________________ to ______________________
Commission file number 333-157558
GLOBAL
RESOURCE ENERGY INC. |
(Exact name of small business issuer as specified in its charter) |
Nevada |
|
N/A |
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
3651 Lindell Rd., Suite D172
Las Vegas, NV 89103 |
(Address of principal executive offices) |
702-943-0325 |
(Issuer’s telephone number) |
Not Applicable |
(Former name, former address and former fiscal year, if changed
since last report) |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |
[ X ] |
YES |
[ ] |
NO |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the 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 Exchange Act |
|
[ ] |
YES |
[ X ] |
NO |
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. |
|
[ ] |
YES |
[ ] |
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 (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). |
|
[ ] |
YES |
[ X ] |
NO |
APPLICABLE ONLY TO CORPORATE ISSUERS |
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. |
74,170,997 common shares issued and outstanding as of November 1, 2014. |
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PART I
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article
210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for
a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six month
periods ended July 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending January
31, 2015. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2014.
|
Page |
|
|
Balance Sheets |
F-1 |
|
|
Statements of Operations |
F-2 |
|
|
Statements of Cash Flows |
F-3 |
|
|
Notes to Unaudited Financial Statements |
F-4 to F- |
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
BALANCE SHEETS
| |
July 31, 2014 (Unaudited) | |
January 31, 2014 (Audited) |
| |
| |
|
Assets | |
| |
|
Current Assets | |
| |
|
Prepaid expenses | |
$ | — | | |
$ | 1,415 | |
Total current assets | |
| — | | |
| 1,415 | |
| |
| | | |
| | |
Total Assets | |
$ | — | | |
$ | 1,415 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 254,034 | | |
$ | 236,408 | |
Accounts payable, related party | |
| 11,403 | | |
| 11,683 | |
Advances payable | |
| 102,742 | | |
| 78,565 | |
Total Current Liabilities | |
| 368,179 | | |
| 326,656 | |
| |
| | | |
| | |
Total Liabilities | |
| 368,179 | | |
| 326,656 | |
| |
| | | |
| | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Common stock, $0.001 par value, 250,000,000 authorized, and 74,170,997 shares issued and outstanding | |
| 74,171 | | |
| 74,171 | |
Additional paid-in-capital | |
| 961,329 | | |
| 961,329 | |
Deficit accumulated | |
| (1,403,679 | ) | |
| (1,360,741 | ) |
Total stockholders’ equity | |
| (368,179 | ) | |
| (325,241 | ) |
Total liabilities and stockholders’ equity | |
$ | — | | |
$ | 1,415 | |
The accompanying notes are an integral part
of these financial statements
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
(Unaudited)
STATEMENTS OF OPERATIONS
| |
Three Month Ended | |
Six Month Ended |
| |
July 31, | |
July 31, |
| |
2014 | |
2013 | |
2014 | |
2013 |
| |
| |
| |
| |
|
Revenues | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| 5,209 | | |
| 5,586 | | |
| 9,232 | | |
| 5,710 | |
Professional fees | |
| 14,701 | | |
| 9,831 | | |
| 33,706 | | |
| 10,592 | |
Net (loss) from Operations before Taxes | |
| (19,910 | ) | |
| (15,417 | ) | |
| (42,938 | ) | |
| (16,302 | ) |
Provision for Income Taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net (loss) | |
$ | (19,910 | ) | |
$ | (15,417 | ) | |
$ | (42,938 | ) | |
$ | (16,302 | ) |
(Loss) per common share – Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Weighted Average Number of Common Shares Outstanding | |
| 74,170,997 | | |
| 74,170,997 | | |
| 74,170,997 | | |
| 74,170,997 | |
The accompanying notes are an integral part of these financial
statements
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
(Unaudited)
STATEMENTS OF CASH FLOWS
| |
Six Month Ended | |
Six Month Ended |
| |
July 31, | |
July 31, |
| |
2014 | |
2013 |
| |
| | | |
| | |
Operating Activities | |
| | | |
| | |
Net (loss) | |
$ | (42,938 | ) | |
$ | (16,302 | ) |
Adjustment to reconcile net loss to cash used by operations: | |
| | | |
| | |
Impairment of the advance payment for CER’s | |
| | | |
| | |
Stock based compensation, management services | |
| — | | |
| — | |
Amortization | |
| — | | |
| — | |
Prepaid expenses | |
| 1,415 | | |
| — | |
Accounts payable related party | |
| (280 | ) | |
| — | |
Accounts payable | |
| 17,626 | | |
| (490 | ) |
Net cash (used) for operating activities | |
| (24,177 | ) | |
| (16,792 | ) |
| |
| | | |
| | |
Financing Activities | |
| | | |
| | |
Advances payable | |
| 24,177 | | |
| 16,792 | |
Sale of common stock | |
| — | | |
| — | |
Net cash provided by financing activities | |
| 24,177 | | |
| 16,792 | |
| |
| | | |
| | |
Net increase (decrease) in cash and equivalents | |
| — | | |
| — | |
Cash and equivalents at beginning of the period | |
| — | | |
| — | |
Cash and equivalents at end of the period | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information and non-cash activities: | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for income taxes | |
| — | | |
| — | |
| |
$ | — | | |
$ | — | |
The accompanying notes are an integral part
of these financial statements
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
July 31, 2014
1. ORGANIZATION AND BUSINESS OPERATIONS
Global Force, Inc. (formerly Global Resource
Energy, Inc., and Aura Bio Corp.) was incorporated in the State of Nevada, United States of America on November 6, 2008.
The
amendment and change in corporate name from Aura Bio Corp. to Global Resource Energy Inc. (the “Amendment”) was approved
by the Board of Directors by a unanimous written consent resolution dated November 9, 2010. The change in name to Global
Resource Energy Inc. was effected December 10, 2010 on the Over-the-Counter Bulletin Board marketplace upon clearance by FINRA.
The new trading symbol for the shares of common stock of the Company trading on the Over-the-Counter Bulletin Board has been changed
to “GBEN”.
The
Amendment was subsequently approved by certain shareholders of the Company holding a majority of the total issued and outstanding
shares of common stock of the Company by written consent resolutions dated November 9, 2010. The change in corporate name was
undertaken to better reflect the Company’s future business operations.
The Amendment filed with the Nevada Secretary
of State also increased the Company’s authorized capital from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000
shares of common stock, par value $0.001.
On November 9, 2010, the Board of Directors
of the Company also authorized and approved a forward stock split of the Company’s total issued and outstanding shares of
common stock on the basis of three for one (3:1) (the “Forward Stock Split”). The Forward Stock Split was effectuated
based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s
best interests and those of its shareholders.
The Forward Stock Split was effectuated
on December 10, 2010 based upon the filing with and acceptance by FINRA of the appropriate documentation. The Forward Stock Split
increased the Corporation’s total issued and outstanding shares from 27,000,000 to 81,000,000 shares of common stock. The
common stock will continue to be $0.001 par value.
On April 25, 2011, the Company received
a resignation notice from Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed
Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000
signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90
million shares (pre-reverse-split) of the Company. This issuance resulted in a change of control of the Company, Mr. Roe having
voting control over 52.6% of the Company’s issued and outstanding shares of common stock.
On April 26, 2011, the Company filed a
Certificate of Amendment with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a for 1,000
reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27,
2011, and has been retroactively impacted to all shares and per share figures in these financial statements.
On November 12, 2012, the Company entered
into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest,
Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of
$660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock.
On March 1, 2013 the Board of Directors accepted the resignation
of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors
of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief
Executive Officer, Secretary and Treasurer of the Company.
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
July 31, 2014
1. ORGANIZATION AND BUSINESS OPERATIONS (continued)
On March 7, 2014, Ray Kim purchased 40 million shares of the Company’s
issued and outstanding shares from Robert Baker, the Company’s former controlling shareholder, which represented the controlling
interest in the Company. As a result, Mr. Roland Hutzler the Company’s sole officer and director submitted his resignation,
and Ray Kim became the Company’s President and a member of the Board of Directors and his brother John was named as Secretary,
Treasurer and a member of the Board. On March 12, 2014, the Company’s board resolved to conduct a 1,000:1 reverse stock
split and change the company’s name to Global Force, Inc. These resolutions were made on the basis of a pending transaction,
whereby the Company would complete a share exchange with Mr. Kim’s company, Global Force, a Colorado limited liability company.
This transaction was contingent on the Company completing the reverse split and name change.
In order to effect the name change, the Company formed a subsidiary
with the name Global Force, Inc. and then merged that subsidiary into the Company with the Company being the surviving entity
and adopting the name Global Force, Inc.
Due to Mr. Kim’s prior regulatory issues, FINRA would not
allow the Company to complete the reverse split and name change with Mr. Kim as the sole officer and director and controlling
shareholder. As a result, on April 23, 2014, Ray Kim and John Kim were replaced as officers and directors of the Company by their
brothers, Dean Kim and Edward Kim. Following this change in the board, FINRA refused to approve the reverse split and name change
due to the fact that Ray Kim remained the controlling shareholder of the Company. As a result, on or about October 14, 2014, Mr.
Kim sold his controlling shares in the Company to Phil Plumley, who became the sole officer and director of the Company.
On
October 23, 2014, the Company filed a Certificate of Correction with the Nevada Secretary of State to change name of the Company
back to Global Resource Energy Inc. The Company has appointed Pacific Stock Transfer Company as its transfer agent and is moving
forward with the reverse split.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have
been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in
US dollars.
b) Going Concern
The financial statements have been prepared
on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit
of $1,403,679 as of July 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt
about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come due. Management will be required to raise additional
capital to fund its current and future operations, and there is no guarantee said capital will be available as required.
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
July 31, 2014
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
– (continued)
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments
with a maturity of three months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its
reporting currency is the United States dollar.
f) Financial Instruments
The carrying value of financial instruments
including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their
fair value due to the relatively short-term nature of these instruments.
g) Identified intangible assets
Identified intangible assets with identifiable
useful lives are generally amortized on a straight-line basis over the periods of benefit in accordance with ASC 350 (formerly
SFAS No.142). We amortize all acquisition-related intangible assets that are subject to amortization over the estimated useful
life based on economic benefit.
h) Stock-based Compensation
Stock-based compensation is accounted for
using the Equity-Based Payments to Non-Employees Topic of the FASB ASC 718, which establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which
an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments
or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date
of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based
on contract or otherwise) whichever is more readily determinable. To date, the Company has not adopted a stock option plan and
has not granted any stock options.
i) Income Taxes
Income taxes are accounted for under the assets
and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be recovered or settled.
j) Basic and Diluted Net Loss per
Share
The Company computes loss per share in accordance with ASC 260,
“Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement
of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
July 31, 2014
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
– (continued)
k) Fiscal Periods
The Company's fiscal year end is January 31.
l) Recent Accounting Pronouncements
On June 10, 2014, The Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination
of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, which
removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic
915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation
and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation
standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The
Company has adopted the amendment.
There are several new accounting pronouncements
issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. As of July 31, 2014, none of these pronouncements is expected to have
a material effect on the financial position, results of operations or cash flows of the Company.
3. IDENTIFIED INTANGIBLE ASSETS
On January 26, 2012, the Company entered into
an assignment agreement whereby Patedma Group Corp. (“Patedma”) assigned its distributor agreement with Dongguan City
Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights,
LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier
with their trademark CLED. Under the terms of the assignment, the Company issued 1,000,000 shares to Patedma. The value
of the assets is $187,500 based on the fair market value of the shares on the issuance date. The Company amortized the value over
a period of one year, so that a total of $187,000 had been fully amortized as of January 31, 2013. The agreement orignally terminated
on October 31, 2012 and was subsequently extended for a period of one year on mutual consent. A further verbal extension was granted
in November 2013, extending the license thereafter for a period of six months, to April 30, 2014.
The Company’s rights to the LED technology
expired on April 30, 2014.
4. COMMON STOCK
The authorized capital of the Company is 250,000,000
common shares with a par value of $ 0.001 per share.
As at July 31, 2014, we had a total of 74,170,997
shares issued and outstanding.
6. ADVANCES PAYABLE
During the six month period ended July 31, 2014 the Company received
an advance of $24,177 from an unrelated third party which amount was used to settle certain outstanding accounts payable. A total
of $102,742 has been recorded as advances payable on the balance sheets of the Company as of July 31, 2014 ($78,565 as of January
31, 2014), which advances bear no interest and are due on demand.
GLOBAL FORCE, INC.
(Formerly: Global Resource Energy, Inc.)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
July 31, 2014
7. RELATED PARTY TRANSACTIONS
During the fiscal year ended January 31, 2013
Mr. Robert Alan Baker, the Company’s then sole officer, director and controlling shareholder advanced a total of $11,683
(CAD$11,938) to retire certain Company expenses in the normal course. These amounts are due on demand, bear no interest and are
recorded as Accounts Payable, related party.
On March 1, 2013 the Board of Directors accepted
the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the
Board of Directors of the Company. Mr. Baker continued to be the Company’s controlling shareholder.
On March 7, 2014 Mr. Baker entered into Reorganization
and Stock Purchase Agreement with Mr. Ray Kim whereunder Mr. Baker agreed to sell a total of 40,000,000 shares of the Company’s
common stock, as well as amounts due and payable totaling $11,403 (CAD$11,938) to Mr. Kim for total cash consideration $40,000
payable by Mr. Kim. As a result of the aforementioned transaction Mr. Kim became the controlling shareholder of the Company. An
amount totaling $11,403 remained payable to Mr. Kim as at July 31, 2014 and continues to be reflected as Accounts payable, related
party. As a result, Mr. Roland Hutzler the Company’s sole officer and director submitted his resignation, and Ray Kim became
the Company’s President and a member of the Board of Directors and his brother John was named as Secretary, Treasurer and
a member of the Board.
On April 23, 2014 Ray Kim and John Kim resigned,
concurrently appointing their brothers to the Company’s Board of Directors. Mr. Dean Kim was appointed as the Company’s
President and a member of the Board and Mr. Edward Kim was appointed as the Company’s Secretary and Treasurer and a member
of the Board.
8. INCOME TAXES
The provision for income taxes at July 31,
2014 was comprised of federal alternative minimum tax. Significant components of deferred tax assets include net operating loss
carry forwards and stock-based compensation. Due to the uncertainty of their realization, we have not recorded any income tax
benefit as we have established valuation allowances for any such benefits.
9. SUBSEQUENT EVENTS
Subsequent to the period ended July 31, 2014, as a result
of M. Ray Kim’s prior regulatory issues, FINRA would not allow the Company to complete the reverse split and name change,
and the share exchange agreement as contemplated in Note 1 herein, was unable to be concluded. As a result, on or about October
14, 2014, Mr. Kim sold his controlling shares in the Company to Phil Plumley, who became the sole officer and director of the
Company.
On October 23, 2014, the Company filed a Certificate
of Correction with the Nevada Secretary of State to change name of the Company back to Global Resource Energy Inc. The Company
has appointed Pacific Stock Transfer Company as its transfer agent and is moving forward with the reverse split.
We have evaluated subsequent events through November 12, 2014.
Other than those set out above, there have been no subsequent events for which disclosure is required which are not previously
disclosed herein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
This section of this quarterly report includes a number
of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements,
which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions.
As used in this quarterly report, the terms "we",
"us", "our", "our company" and “Global Resource” mean Global Resource Energy Inc., unless
otherwise indicated. We have no subsidiaries.
General Overview
We were incorporated in the State of Nevada under the name Myriad
International, Corp. on November 6, 2008.
We filed a Certificate of Amendment with the Secretary of State
of Nevada, with the effective date of November 27, 2009, effecting the following corporate changes:
(1) | | changing the Company’s name from Myriad International, Corp. to Aura Bio Corp.;
and |
(2) | | effecting a 20 for 1 forward-split of the Company’s issued and outstanding common
shares. |
On November 16, 2010, the Company filed an amendment with the State
of Nevada to change its name to Global Resource Energy Inc.
The Amendment filed with the Nevada Secretary of State also increased
the Company’s authorized capital from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common
stock, $0.001 par value.
On November 9, 2010, the Board of Directors of the Company also
authorized and approved a forward stock split of the Company’s total issued and outstanding shares of common stock at a
ratio of three for 1 (3:1). The forward stock split was effectuated on December 10, 2010 and increased the Company’s total
issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock.
On April 25, 2011, the Company received the resignation of Harry
Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as
its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, the Company granted Mr. Roe a
$90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance
of 90,000,000 shares of the Company. This issuance resulted in a change of control of the Company.
On April 26, 2011, the Company filed a Certificate of Amendment
with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a 1,000 to 1 reverse-split of the Company’s
issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011.
On July 21, 2011, the Company accepted the resignation of Douglas
Roe as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company.
Simultaneously, Robert Baker was appointed as the sole member of the Board of Directors and as the President/Chief Executive Officer,
Secretary and Treasurer of the Company.
On August 1, 2011 the Company approved an annual salary to Mr.
Baker of $40,000 which amount was paid in advance by the issuance of a total of 40,000,000 shares of the Company’s common
stock. This issuance effected a change in control of the Company.
On January 26, 2012, the Company entered into an assignment agreement
whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectronic Co. Ltd. (“Dongguan”)
for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights,
LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Dongguan with their trademark
CLED.
On July 13, 2012, the Company announced the execution of a commercial
assignment agreement with Atrius Holdings in regards to the assumption of patents and related interests in an alternative energy
technology identified as the MyCroft Hydrogen R-LEG Fuel Cell. However, the Company was unable to comply with
the terms of the agreement and therefore the agreement did not proceed.
On August 14, 2012, the Company announced
further expansion into clean energy by signing a Letter of Intent to sell 49% of its exclusive distribution rights in North American
of CLED Street Lights Rights to Balon Bleu Holdings LLC. This Letter of Intent required Balon Bleu Holdings to pay an immediate
deposit of $50,000 to the Company and $50,000 every month over the next five months for a total of $300,000 USD to earn the assignment
of the 49% interest. Balon Bleu Holdings could not fulfill its obligations under the agreement and the agreement was terminated
by the Company.
On November 8 2012, the Company negotiated a one year extension
expiring on November 12, 2013, on its licensing agreement with Patedma Group Corp. of Los Angeles, CA, the owner of Kardings America,
to extend the exclusive distribution agreement for LED street lighting. This extension allows the Company to continue selling
under Patedma's license agreement and solidifies the Company in the LED street light industry. The Company had anticipated the
finalization of a purchase whereby it would outright purchase the rights, however, they were unable to conclude the agreement,
and continued to operate under the licensing agreement. Subsequent to November 12, 2013 the Company received a verbal
extension of the contract for a period of six months expiring on May 8, 2014. The Company’s rights to the LED technology
expired on May 8, 2014.
On November 12, 2012, the Company entered into a Certified Emission
Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”).
Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of
3,000,000 restricted shares of the Company’s common stock.
On March 1, 2013 the Board of Directors accepted the resignation
of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors
of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief
Executive Officer, Secretary and Treasurer of the Company.
On March 7, 2014 the Company’s majority stockholder, Mr.
Robert Baker entered into Reorganization and Stock Purchase Agreement with Mr. Ray Kim where under Mr. Baker agreed to sell a
total of 40,000,000 shares of the Company’s common stock, as well as amounts due and payable totaling $11,403 to Mr. Kim
for total cash consideration $40,000 payable by Mr. Kim. As a result of the aforementioned transaction Mr. Kim became
the controlling shareholder of the Company.
On March 11, 2014 the Company entered into a Share Exchange Agreement
with Ray Kim (“Kim”), an individual residing in the state of Colorado, whereby the Company will acquire all of the
issued and outstanding membership interests of Global Force LLC (“GF”), a Colorado limited liability company, in exchange
for 200,000,000 shares of the Company’s preferred stock. GF is a strategic sales, marketing and distribution
company. Under the terms of the Agreement, the Company’s sole officer and director, Roland Hutzler resigned as an officer
and a director of the Company. Completion of this transaction is dependent on the Company affecting the corporate actions described
in the second paragraph below.
On March 11, 2014 the Company’s Board of Directors appointed
Mr. Ray Kim as the Company’s President and a member of the Board and appointed Mr. John Kim as the Company’s Secretary
and Treasurer and a member of the Board. Concurrent with the appointments, Mr. Roland Hutzler resigned his positions.
On March 12, 2014, the Company approved a name change by the formation
of a subsidiary of the Company called Global Force, Inc., merging such subsidiary into the Company and thereby changing the Company’s
name from Global Resource Energy Inc. to Global Force, Inc. Concurrently the Company’s Board of Directors approved
a reverse split of the Company’s issued and outstanding common stock on the basis of 1,000 to 1. These changes have been
submitted to FINRA for approval. As of the date of this filing, the Company is still waiting for such approval. In addition, the
Company approved the creation of a class of preferred stock with authorized capital of up to 250,000,000 preferred shares, par
value $0.001 for issuance to officers and consultants as compensation for services rendered.
On April 23, 2014, the Board of Directors appointed Mr. Dean H.
Kim as the Company’s President and a member of the Board and appointed Mr. Edward H. Kim as the company’s Secretary
and Treasurer. Concurrent with the appointments, Mr. Ray Kim and Mr. John Kim resigned from their positions.
On October 13, 2014, the Share Exchange Agreement with Mr. Ray
Kim was terminated and the Board of Directors accepted the resignations of Mr. Dean H. Kim as President, and Mr. Edward H. Kim
as Secretary and Treasurer. Mr. Phil Plumely was appointed as President, Secretary, Treasurer and member of the Board of Directors.
On October 14, 2014, Mr. Kim sold his controlling interest in the Company to Phil Plumley.
On October 14, 2014, Mr. Dean Kim and Mr. Edward Kim resign from
the Board of Company.
On October 23, 2014, the Company filed a Certificate of Correction
with the Nevada Secretary of State to change name of the Company back to Global Resource Energy Inc. The Company has appointed
Pacific Stock Transfer Company as its transfer agent and is moving forward with the reverse split.
We have evaluated subsequent events through November 10, 2014.
Other than those set out above, there have been no subsequent events for which disclosure is required which are not previously
disclosed herein.
Current Business
Global Resource Energy is a clean energy company that will provide
services and solutions to businesses, communities and individuals so we can all enjoy a cleaner environment today and for tomorrow.
Our intent is to be a licensor and reseller of clean energy products
including wind, solar and alternative energy technologies.
In keeping with the Company’s plan of licensing and reselling
clean energy products, on January 26, 2012, extended on November 8, 2012 to expire on November 12, 2013, the Company entered
into an assignment agreement and acquired the distribution rights for the distribution of LED Street Lights, Solar LED Street
Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and
all Indoor Lighting sold and exported by Dongguan with their trademark CLED. Subsequent to November 12, 2013
the Company received a verbal extension of the contract for a period of six months expiring on May 8, 2014. The Company’s
rights to the LED technology expired on May 8, 2014.
The Company hopes to undertake the business operations of supplying
highly efficient LED street lighting to municipalities throughout North America through the Company’s exclusive North American
distribution agreement. The Company has the exclusive rights to market, sell and distribute efficient and long
lasting street-lights to municipalities, cities and counties throughout the United States and Canada.
In addition to supplying LED lighting, Kardings management is also
familiar with a green energy fund called the Hero Program™. This fund is designed to help financially strapped communities
not only upgrade to new, highly efficient LED lighting, but to immediately reduce the cost of paying for and maintaining lighting
by as much as 40% simply by signing up for the program. The program offers a way to purchase the lighting, and if necessary, the
poles, and take advantage of the greater levels of efficiency offered by LED lighting systems. If a municipality elects to choose
a 10-year term, the cost of lighting could immediately be reduced through subsidies offered by the Hero Program™ up to 40%
off their current lighting costs.
As at the date of this filing, the Company does not have sufficient
funds to fund any distribution activities or to enter into any management agreement with Kardings and it will have to raise funding
in order to be able to undertake its current business plan and to commence distribution of any of the Dongguan products.
On November 12, 2012, the Company entered into a Certified Emission
Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”).
Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of
3,000,000 restricted shares of the Company’s common stock. The shares were issued subsequent to the fiscal year end. This
purchase is in keeping with the Company’s clean energy philosophy. As at January 31, 2014 the Company determined to fully
impair its investment in CERSPA due to uncertainly about Bluforest’s ability to continue as a going concern.
Principal Products and Services and their Markets
The Company has a broad range of indoor and outdoor municipal lighting
products. Currently, the products can be viewed in the “Products” section on the Kardings website at www.kardings.com.
The Company hopes to provide the service to help guide municipalities
through complex negotiations with utilities and with installation contractors to help maximize the cost savings of upgrading.
The lighting systems are available to municipalities of any size.
The Company would have the ability to supply villages of 500 with the capacity to produce 50,000 lights per month, which could
furnish a city of 3 million people, subject to the Company being able to raise the required financing.
Distribution Methods of the Products
The Company will be required to set up distribution of its Products,
however it has been limited in its progress with the distribution of these Products due to a lack of funding. The Company
has not yet determined whether to directly distribute or enter into a marketing agreement with Kardings or some other marketing
and distribution company. The Company will require funds to be able to execute any business plan related
to the Products and as yet has not raised any capital to enable any business to proceed, other than the acquisition of the rights. The
Products are currently manufactured in China and will be shipped by container directly to their North America destinations.
Status of any Publicly Announced New Product
The Company has acquired the distribution rights to various lighting
products as described above on January 26, 2012. However, the Company has not yet set up its distribution or
marketing initiatives as it does not have sufficient funding to do so. The Company will be required to undertake
a financing in order to commence distribution. The Products are readily available through the manufacturer
and are CE approved for worldwide distribution and UL approved for North America, which includes the United States and Canada.
Competitive Business Conditions and Our Competitive Position
in the Industry and Methods of Competition
The Company, as are most LED distributors today, is a new company
with no history of sales or distribution. Even the largest competitor is still in the early stages of business with very few installations.
While we believe we have the most technically advanced product in the world and that product is back by the longest warranty at
5 years with the nearest competitor at only 3 years, we still must develop a market for our Products.
We operate in a highly competitive and changing environment.
Some of our competitors, as well as potential entrants into our
market, may be better positioned to succeed in this market. They may have:
· | | longer operating histories; |
· | | more management experience; |
· | | an employee base with more extensive experience; |
· | | better geographic coverage; |
· | | greater brand recognition; and |
· | | significantly greater financial, marketing and other resources |
Currently, and in the future, as the more clean energy products
are available, there will likely be larger, more well-established and well-financed entities that acquire companies and/or invest
in or form joint ventures in categories or countries of interest to us, all of which could adversely impact our business. Any
of these trends could increase competition and reduce the demand for any of our products or services.
Sources and Availability of Raw Materials and Names of Principal
Suppliers
All of our products are sourced from one Chinese manufacturer that
has given the Company distribution rights exclusively. The Dongguan City Cled Optoelectronic Co. Ltd. supplies our full line of
lights on a revolving distribution agreement.
Dependence on One or a Few Major Customers
We do not currently have any customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts, including Duration
Patents and trademarks related to our business are held by the
Dongguan City Cled Optoelectronic Co. Ltd. (the “Supplier”) The Company has a distribution agreement with Dongguan
City Cled Optoelectronic Co., Ltd. The Company has the right to use the trade mark of Supplier during the effective
period of the distribution agreement in connection with the sale of Products. Any and all rights granted
by the Supplier to the Company shall terminate upon termination of the distribution agreement.
Under the terms of the distribution agreement, the Company has
the exclusive rights to all U.S. states East of the Mississippi River, plus the states of California, Oregon, Washington and Arizona
and anywhere in Canada (the “Exclusive Territory”), as well, the Company also has the rights to sell or export products
outside the Exclusive Territory during the effective period of the distribution agreement. Should the Company sell to any parties
outside the Exclusive Territory, those customers will be grandfathered in the event that the supplier assigns the market to another
distributor.
Subsequently, on November 8, 2012, the Distribution Agreement
between Dongguan City Cled Optoelectronic Co. Ltd and Patedma Group Corp., DBA Kardings America was extended for a period of one
year, terminating on November 12, 2013. During November 2013 the Company was advised of an extension of the Distribution
Agreement for a period of not less than six months terminating on or about May 8, 2014. The Company’s rights
to the LED technology expired on May 8, 2014.
Need for Any Government Approval of Principal Products or Services
Although the lights are assembled in China, only the housing and
lenses are actually manufactured there. The LED array is manufactured by BridgeLux® in California, USA and the electrical
drivers are made by Philips® in the USA.
The products are all certified by Conformité Européenne
(CE). CE is a mandatory conformity mark for products placed on the market in the European Economic Area (EEA) and in most
Latin American and South American countries. With the CE marking on a product, the manufacturer ensures that the product conforms
with the essential requirements of the applicable EC directives. In addition to the CE certification the lights are also certified
by Underwriters Laboratories (UL) and conform to electrical safety standards in the United States and Canada.
Effect of Existing or Probable Government Regulations on our
Business
As the general lighting landscape continues to evolve, LED lighting
for general illumination is being adopted as a viable alternative to traditional lighting due to its unique characteristics and
its energy savings potential.
Like traditional lighting equipment, solid-state lighting (SSL)
products sold in the United States and Canada are subject to industry standards governing safety and performance. There are key
guidelines as well as performance and safety standards that are applicable to SSL products, including those utilizing light-emitting
diodes (LEDs).
The use of national standards and test methods improves consistency
of performance and facilitates product comparisons, thereby increasing consumer confidence and satisfaction. As the technology
matures, standards and guidelines are created or revised as needed. New technologies require new standards and testing benchmarks.
From an industry perspective standards and regulations provide a platform for consistent language in regard to definitions, test
methods, laboratory accreditation and for product design, manufacturing and testing.
From a governmental perspective, regulation helps ensure public
safety, provides consumer protection, regulates energy consumption and monitors environmental issues.
Standards are voluntary and Regulations are mandatory.
Federal Government Regulations:
In December 2007, the federal government enacted the Energy Independence
and Security Act of 2007, which contains maximum wattage requirements for all general service incandescent lamps producing from
310–2600 lumens of light. However, these regulations never became law, as another section of the 2007 EISA bill overwrites
them, and thus, current law, as specified in the U.S. Code, "does not relate to maximum wattage requirements.”
The efficiency standards will start with 100-watt bulbs and end
with 40-watt bulbs. The timeline for these standards was to start in January 2012, but on December 16, 2011, the U.S. House passed
the final 2012 budget legislation, which effectively delayed the implementation until October 2012. Light bulbs outside of
this range are exempt from the restrictions. Also exempt are several classes of specialty lights, including appliance lamps, rough
service bulbs, 3-way, colored lamps, stage lighting, and plant lights.
The United States Environmental Protection Agency's Energy Star
program in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy,
color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due
to variable quality of products.[32] Those CFLs with a recent Energy Star certification start in less than one second and do not
flicker. Energy Star Light Bulbs for Consumers is a resource for finding and comparing Energy Star qualified lamps.
By 2020, a second tier of restrictions would become effective,
which requires all general-purpose bulbs to produce at least 45 lumens per watt (similar to current CFLs). Exemptions from the
Act include reflector flood, 3-way, candelabra, colored, and other specialty bulbs.
Individual state efforts
California will phase out the use of incandescent bulbs by 2018
as part of bill by California State Assembly on October 12, 2007. The bill aims to establish a minimum standard of twenty-five
lumens per watt by 2013 and sixty lumens per watt by 2018.
Canada
The provincial government of Nova Scotia stated in February 2007
that it would like to move towards preventing the sale of incandescent light bulbs in the province.
In April 2007, Ontario's Minister of Energy Dwight Duncan announced
the provincial government's intention to ban the sale of incandescent light bulbs by 2012. Later in April, the federal government
announced that it would ban the sale of inefficient incandescent light bulbs nation-wide by 2012 as part of a plan to cut down
on emissions of greenhouse gases. On Nov 9, 2011, the federal government approved a proposal to delay new energy efficiency standards
for light bulbs until Jan. 1, 2014, when it will become illegal to import inefficient incandescent lighting across the country.
In Dec 2011, Ontario Energy Minister confirmed that Ontario is scrapping the five-year-old promise "to avoid confusing consumers".
The Energy Star program, in which Natural Resources Canada is a
partner, in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy,
color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due
to variable quality of products. Those CFLs with a recent Energy Star certification start in less than one second and do not flicker.
In January 2011, the province of British Columbia banned
retailers from ordering 75- or 100-watt incandescent bulbs. The nation's Energy Efficiency Regulations are published on the
Natural Resources Canada website.
Research and Development Activities and Costs
We did not undertake any research and development activities in
fiscal 2014 or 2013.
Costs and Effects of Compliance with Environmental Law
The secondary function of LED lighting is to reduce energy consumption.
When the cost of maintaining existing municipal lighting systems is factored in LED lights can be as much as 75% more efficient.
Although the initial cost of purchasing LED lighting is higher, over a fifteen year term the LED lights are more than 75% less
expensive to own and operate. LED lights do not use harmful metals such as mercury either and do not pollute the night sky.
Employees
We do not have any employees at this time. All
of the business activities of the Company are undertaken by our sole officer and director, except for those accounting and filing
activities undertaken by consultants.
Additional information
You may read and copy any materials that we file with the SEC
at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or
registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov. Please
call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. Our SEC reports and registration
statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone
number is 1-800-955-0219.
Results of Operations
Overview
The discussion contained herein is for the three and six months
ended July 31, 2014 and 2013. The following discussion regarding our financial statements should be read in conjunction with our
financial statements included herewith.
We have suffered recurring losses from operations. The continuation
of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed.
There can be no assurance that we will be able to raise any funds required to maintain our reporting status or to fund operations.
Comparison of the three months ended July 31, 2014 to the three
months ended July 31, 2013
During the three months ended July 31, 2014 and 2013, we earned
no revenues from operations.
For the three months ended July 31, 2014, our net loss from operations
increased to ($19,910) from ($15,417) as at July 31, 2013. This increase was mainly due to an increase in professional fees. General
and administrative expenses decrease to $5,209 from $5,586 as at July 31, 2013, with an increase in professional fees to $14,701from
$9,831 in the comparable period ended July 31, 2013.
Comparison of the six months ended July 31, 2014 to the six
months ended July 31, 2013
During the six months ended July 31, 2014 and 2013, we earned no
revenues from operations.
For the six months ended July 31, 2014, our net loss from operations
increased to ($42,938) from ($16,302) as at July 31, 2013. This increase was due to an increase in general and administrative
expenses and professional fees compared to the period ended July 31, 2013. General and administrative expenses increased
to $9,232 from $5,710 as at July 31, 2013, with an increase in professional fees to $33,706 from $10,592 in the comparable period
ended July 31, 2013.
Period from inception, November 6, 2008 to July 31, 2014
Our revenues since inception to date have been $nil. Since inception,
we have an accumulated deficit during the development stage of $1,403,679. We expect to continue to incur losses as a result
of expenditures for general and administrative activities while we remain in the development stage.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. On an on-going basis, management evaluates its estimates and judgments that are based on historical experience and on
various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis
for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under
different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial
Statements.
Off- Balance Sheet Arrangements
The Company presently does not have any off-balance sheet arrangements.
Inflation
The amounts presented in the financial statements do not
provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater
than reported if the effects of inflation were reflected either by charging operations with amounts that represent
replacement costs or by using other inflation adjustments.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, who are responsible for conducting an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report.
Disclosure controls and procedures means that the material information
required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made
known to us by others within those entities, particularly during the period when this report was being prepared. Based on this
evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure
controls and procedures were not effective as of July 31, 2013.
Management’s Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements
for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of our
internal control over financial reporting as of July 31, 2013, including (i) the control environment, (ii) risk assessment, (iii)
control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined
that our internal control over financial reporting as of July 31, 2013 was not effective for the reason described herein.
The matters involving internal controls and procedures that our
management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1)
inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by
our Chief Executive Officer in connection with the review of our financial statements as of July 31, 2013.
Management believes that the material
weakness set forth above did not have an effect on our financial results.
All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
This quarterly report does not include an attestation report of
the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the company to provide on management’s report on this quarterly report.
Changes in Internal Control Over Financial Reporting
There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of
the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5.
None.
OTHER INFORMATION
ITEM 6. EXHIBITS.
The following documents are included herein:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 17th
day of November 2014.
|
GLOBAL RESOURCE ENERGY, INC.
|
|
|
Date: November 17, 2014 |
/s/ Phil Plumley |
|
Phil Plumley |
|
President, Secretary, Treasurer and sole director |
EXHIBIT 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I,
Phil Plumley, certify that:
(1) | | I have reviewed this quarterly report of GLOBAL RESOURCE ENERGY INC. (the “Registrant”)
for the quarter ending July 31, 2014. |
(2) | | Based on my knowledge, this annual report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this annual report. |
(3) | | Based on my knowledge, the financial statements, and other financial information included
in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report. |
(4) | | I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) | | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this
report is being prepared; |
(b) | | Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
(d) | | Disclosed in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s
internal control over financial reporting; and |
(5) | | I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons
performing the equivalent functions): |
(a) | | All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information; and |
(b) | | Any fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control over financial reporting. |
| November 17, 2014 | By: /s/ Phil Plumley |
| | Name: Phil Plumley |
| | Title: President, Secretary and Treasurer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the Quarterly Report of
GLOBAL RESOURCE ENERGY INC. (the "Company") on Form 10-Q for the period ended July 31, 2014, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Phil Plumley, President, Secretary and Treasurer, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 17, 2014
By: /s/ Phil Plumley
Name: Phil Plumley
Title: President, Secretary and Treasurer
Grafico Azioni Global Resource Energy (CE) (USOTC:GBEN)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Global Resource Energy (CE) (USOTC:GBEN)
Storico
Da Gen 2024 a Gen 2025