Attached files
| file | filename |
|---|---|
| EX-32 - Global Industries Corp. | ex32.htm |
| EX-31 - Global Industries Corp. | ex31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2009
[
] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE
ACT
OF 1934
For the
transition period from ______ to ______
Commission
file number: 333-146883
GLOBAL INDUSTRIES
CORP.
(Name of
small business issuer in its charter)
|
Nevada
|
8071
|
68-0659686
|
|
(State
or jurisdiction of
incorporation or organization)
|
(Primary
Standard Industrial
Classification Code
Number)
|
(IRS
Employer Identification
No.)
|
357
South Fairfax Avenue.
Suite 422 Los Angeles, CA
90036
(Address
of principal executive offices)
(323)
580-9255
(Registrant's
telephone number)
SECURITIES
REGISTERED PURSUANT TO SECTION 12(B)
OF THE EXCHANGE
ACT:
None
SECURITIES
REGISTERED PURSUANT TO SECTION 12(G)
OF THE EXCHANGE
ACT:
None
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ].
Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer “ (Do not check if a smaller reporting
company)
|
Smaller
reporting company X
|
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K [ ].
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [ ].
The
issuer had no revenues for the fiscal year ended December 31, 2009.
The
aggregate market value of the issuer's voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and ask price of such
common equity as of March 30, 2009, was $0, as the issuer’s common stock had no
bid or ask price on the Over-The-Counter Bulletin Board on that
date.
At April
12, 2010, there were 10,800,000 shares of the issuer's common stock
outstanding.
Transitional
Small Business Disclosure Format (check one): Yes
[ ] No [X].
TABLE
OF CONTENTS
PART
I
|
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
3 |
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
9 |
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
9 |
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
9 |
PART
II
|
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
10 |
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
11 |
|
ITEM
7.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
11 |
|
ITEM
8.
|
FINANCIAL
STATEMENTS
|
F-1
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
13 |
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
13 |
|
ITEM
9B.
|
OTHER
INFORMATION
|
13 |
PART
III
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT
|
14 |
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
15 |
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
17 |
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
18 |
|
ITEM
14.
|
EXHIBITS
|
18 |
|
ITEM
15.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
19 |
|
SIGNATURES
|
20 | |
PART
I
FORWARD-LOOKING
STATEMENTS
ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
"ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR
FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN
THIS FORM 10-KSB, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31,
2007. AS USED HEREIN, THE “COMPANY,” “GLOBAL,” “WE,” “US,” “OUR” AND
WORDS OF SIMILAR MEANING REFER TO GLOBAL INDUSTRIES CORP., UNLESS OTHERWISE
STATED.
HISTORY
We were
incorporated as Global Industries Corp. in Nevada on April 18, 2002 and extra
provincially registered in British Columbia Canada in September 2005, under the
name “Privatekits.com Inc.” We operate the websites
www.privatekits.com, www.privatekits.net, and www.RevealHiv.com, which include
information that we do not desire to be incorporated by reference into this
annual report.
We
operate as a web based company which plans to resell confidential, Food and Drug
Administration (“FDA”) approved home testing products including pregnancy tests,
ovulation tests, Human Immunodeficiency Virus (“HIV”), Hepatitis C tests and
breathalyzer alcohol tests. Tests purchased by our clients over our website are
mailed directly to our customers in plain unmarked packaging, ensuring the
protection of privacy at every level of the process. We have not made
any sales to date, and do not manufacture or test any of the products we sell on
our website. All of the testing, approval and manufacturing of the
products we sell are done by third parties. We plan to resell such
products to individual customers through our website. We do not
currently maintain an inventory of the products we plan to resell.
We plan
to offer an affiliate program as part of our promotional efforts. Through this
affiliate program, we plan to pay commissions to other websites who generate
test kit sales through banners on their websites. Affiliate websites need only
to provide a link to privatekits.com, which in turn operates the order
processing, shipping, and customer service. We do not currently have
an affiliate program in place as of the date of this filing.
-3-
EMPLOYEES
We do not
currently have any employees other than our sole officer and Director, Tristin
White, who spends approximately 10 hours per week on Company
matters. Mr. White is not paid nor accrues a salary from the Company
in consideration for his services.
COMPETITION
We will
compete with various other websites which already sell the products we plan to
sell to customers, which may already have an established brand name and/or name
recognition and may be able to undercut the prices we plan to charge for our
products. Furthermore, we will compete against local and chain
drugstores which may offer the products we sell, and may be able to offer such
products at lower prices than we charge due to the fact that such competitors
will not need to factor in shipping costs to and from Canada.
DEPENDENCE
ON ONE OR A FEW MAJOR CUSTOMERS
We have
not sold any products to date and therefore have no customers. Moving forward,
we hope to build awareness of our website and products on the internet and begin
making sales through our website. In the event that we are able to
sell our products through the internet, we do not anticipate relying on a small
number of customers for our sales, but hope to encourage sales from numerous
individual customers in both Canada and the United States.
PATENTS,
TRADEMARKS AND LICENSES
We do not
currently have any patents, trademarks or licenses and do not have any immediate
plans to apply for any such intellectual property.
NEED
FOR GOVERNMENT APPROVAL
As we
only plan to act as a reseller of testing kits, and not actually manufacture or
receive approval for any kits, any required government approvals will be taken
care of by the manufacturers of the testing kits themselves and we will not need
to receive any government approval to resell our products.
BLANK
CHECK COMPANY ISSUES
Rule 419
of the Securities Act of 1933, as amended (the “Act”) governs offerings by
“blank check companies.” Rule 419 defines a “blank check company” as
a development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and issuing “penny
stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of
1934.
Our
management believes that the Company does not meet the definition of a “blank
check company,” because, while we are in the development stage, we do have a
specific business plan and purpose as described above, and our current purpose
is not to engage in a merger or acquisition, and as such, we should not
therefore be characterized as a “blank check company.”
RISK
FACTORS
An
investment in our common stock is highly speculative, and should only be made by
persons who can afford to lose their entire investment in us. You should
carefully consider the following risk factors and other information in this
annual report before deciding to become a holder of our common stock. If any of
the following risks actually occur, our business and financial results could be
negatively affected to a significant extent.
-4-
WE
MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND BUSINESS ACTIVITIES WITHOUT
ADDITIONAL FINANCING.
We depend
to a great degree on the ability to attract external financing in order to
conduct future business activities. We are currently funded solely by our
shareholders. We anticipate the need for approximately $100,000 of
additional funding to continue our operations for the next twelve (12)
months. We have not generated any revenues to date through sales of
products through our website, and can make no assurances that any sales will
develop in the future and/or that such sales will be sufficient to support our
working capital needs. If we are unable to raise the additional funds required
for our business activities in the future, we may be forced to abandon our
current business plan. If you invest in us and we are unable to raise
the required funds, your investment could become worthless.
SHAREHOLDERS
WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE
RESTRICTIONS PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL
COMPANY.”
Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets. As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for a period of one year; and a period of at
least twelve months has elapsed from the date “Form 10 information” has been
filed with the Commission reflecting the Company’s status as a non-“shell
company.” Because none of our securities can be sold pursuant to Rule
144, until at least a year after we cease to be a “shell company” (as described
in greater detail above), any securities we issue to consultants, employees, in
consideration for services rendered or for any other purpose will have no
liquidity until and unless such securities are registered with the Commission
and/or until a year after we cease to be a “shell company” and have complied
with the other requirements of Rule 144, as described above. As a
result, it may be harder for us to fund our operations and pay our consultants
with our securities instead of cash. Furthermore, it will be harder
or us to raise funding through the sale of debt or equity securities unless we
agree to register such securities with the Commission, which could cause us to
expend additional resources in the future. Our status as a “shell
company” could prevent us from raising additional funds, engaging consultants
using our securities to pay for any acquisitions (although none are currently
planned), which could cause the value of our securities, if any, to decline in
value or become worthless. Furthermore, as we may not ever
cease to be a “shell company,” investors who purchase our restricted securities
and/or non-free trading shares of our securities may be forced to hold such
securities indefinitely.
OUR
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE
AS A GOING CONCERN.
We are in
our developmental stage. We have not generated sufficient revenues to support
our operations to date and have incurred substantial losses. The Company has
incurred net losses of $13,976 and $48,450 for each of the years
ended December 31, 2009 and 2008, and has an accumulated deficit of $101,389 at
December 31, 2009. As such, our auditor has expressed substantial doubt about
the Company's ability to continue as a going concern.
WE
LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY
INVESTMENT IN OUR COMPANY RISKY.
We lack
an operating history which investors can use to evaluate our previous earnings,
as we were only incorporated in April 2002. Therefore, an investment in us is
risky because we have no business history and it is hard to predict what the
outcome of our business operations will be in the future.
-5-
WE
HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE
FORCED TO ABANDON OUR BUSINESS PLAN.
We
currently have a poor financial position. We have not generated any revenues to
date. There is a risk that we will not generate revenues moving forward, and
that your investment in us will not appreciate. If we do not generate revenues
in the future, we may be forced to abandon our business plan and your securities
may become worthless.
WE
RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS OF
OPERATIONS COULD BE ADVERSELY AFFECTED.
We rely
heavily on our Chief Executive Officer, Chief Financial Officer, Secretary, and
Treasurer, Tristin White for our success. His experience and input create the
foundation for our business and he is responsible for the directorship and
control over our exploration activities. We do not currently have an employment
agreement or "key man" insurance policy on Mr. White. Moving forward, should we
lose the services of Mr. White for any reason, we will incur costs associated
with recruiting a replacement and delays in our operations. If we are unable to
replace him with another suitably trained individual or individuals, we may be
forced to scale back or curtail our business plan and exploration activities. As
a result of this, your investment in us could become devalued or
worthless.
OUR
OFFICERS AND DIRECTORS AND INSIDERS CAN VOTE AN AGGREGATE OF 46.5% OF OUR COMMON
STOCK AND WILL EXERCISE SIGNIFICANT CONTROL OVER CORPORATE DECISIONS INCLUDING
THE APPOINTMENT OF NEW DIRECTORS.
Shane
Whittle, a shareholder of the Company and Tristin White, one of our officers and
Directors can vote an aggregate of 5,000,000 shares or 46.5% of our outstanding
common stock. Accordingly, as our largest shareholders, Mr. Whittle and Mr.
White will exercise significant control in determining the outcome of corporate
transactions or other matters, including the election of directors, mergers,
consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control. Any investors who purchase shares
will be minority shareholders and as such will have little to no say in the
direction of the Company and the election of Directors. Additionally, it will be
difficult if not impossible for investors to remove Mr. White as Directors of
the Company, which will mean that they will remain in control of who serves as
officers of the Company as well as whether any changes are made in the Board of
Directors. As a potential investor in the Company, you should keep in mind that
even if you own shares of the Company's common stock and wish to vote them at
annual or special shareholder meetings, your shares will likely have little
effect on the outcome of corporate decisions.
OUR
VULNERABILITY TO SECURITY BREACHES, GLITCHES AND OTHER COMPUTER FAILURES COULD
HARM OUR FUTURE CUSTOMER RELATIONSHIPS AND OUR ABILITY TO ESTABLISH OUR FUTURE
CUSTOMER BASE.
Because
we offer the majority of our services through our Internet websites
(www.privatekits.com, www.privatekits.net, and www.RevealHiv.com), the secure
transmission of confidential information over public networks is a critical
element of our operations. A party who is able to circumvent security measures
could misappropriate proprietary information or cause interruptions in our
operations. If we are unable to prevent unauthorized access to our users'
information and transactions, our customer relationships will be harmed.
Although we currently implement security measures, these measures may not
prevent future security breaches. Additionally, heavy stress placed on our
systems could cause our systems to fail or cause our systems to operate at
speeds unacceptable to our users. If this were to happen, we could lose
customers and if severe enough, we could be forced to curtail or abandon our
business plan, which would decrease the value of any investment you have in
us.
-6-
WE
RELY ON THE INTERNET INFRASTRUCTURE, AND ITS CONTINUED COMMERCIAL VIABILITY,
OVER WHICH WE HAVE NO CONTROL AND THE FAILURE OF WHICH COULD SUBSTANTIALLY
UNDERMINE OUR BUSINESS STRATEGY.
Our
success depends, in large part, on other companies maintaining the Internet
system infrastructure, including maintaining a reliable network backbone that
provides adequate speed, data capacity and security. If the Internet continues
to experience significant growth in the number of users, frequency of use and
amount of data transmitted, as well as the number of malicious viruses and worms
introduced onto the Internet, the infrastructure of the Internet may be unable
to support the demands placed on it, and as a result, the Internet's performance
or reliability may suffer. Because we rely heavily on the Internet, this would
make our business less profitable and would lead to a decrease in the value of
our common stock.
FUTURE
GOVERNMENT REGULATION OF THE INTERNET MAY ADVERSELY IMPACT OUR BUSINESS
OPERATIONS.
We are
dependent upon the Internet in connection with our business operations. The
United States Federal Communications Commission (the "FCC") does not currently
regulate companies that provide services over the Internet, as it does common
carriers or tele-communications service providers. Notwithstanding the current
state of the FCC's rules and regulations, the FCC's potential jurisdiction over
the Internet is broad because the Internet relies on wire and radio
communications facilities and services over which the FCC has long-standing
authority. Compliance with future government regulation of the Internet could
result in increased costs which would have a material adverse effect on our
business, operating results and financial condition, and which would lower the
value of any of our securities which are held by you as an
investor.
OUR
OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY FLUCTUATIONS.
While we
currently only have limited operations and have not generated any revenues to
date, we believe that our products, if any, will be sold in world markets in
United States dollars. As a result, currency fluctuations may affect the cash
flow we realize from our future sales, if any. Foreign exchange fluctuations may
materially adversely affect our financial performance and results of
operations.
IF
THE SELLING SHAREHOLDERS OF OUR RECENTLY EFFECTIVE REGISTRATION STATEMENT SELL A
LARGE NUMBER OF SHARES ALL AT ONCE OR IN BLOCKS, THE VALUE OF OUR SHARES WOULD
MOST LIKELY DECLINE.
Our SB-2
Registration Statement became effective on January 8, 2008. Through
this registration statement, the Company registered 5,570,000 shares of common
stock for resale by certain of the Company’s shareholders as described
therein. As described above, as we are “shell company,” none of the
Company’s non-registered shares will be eligible for sale pursuant to Rule 144,
and as a result, it is likely that the registered shares will be the only shares
which are eligible to be resold in the market until such time as we cease to be
a “shell company” and otherwise comply with Rule 144, if
ever. Shares sold at a price below the market price at which
the common stock is trading will cause that market price to
decline. Moreover, the offer or sale of large numbers of shares at
any price may cause the market price to fall. The amount of common
stock owned by the selling shareholders in our SB-2 Registration Statement
represents approximately 53.5% of the common stock currently
outstanding.
ALTHOUGH
WE HAVE BEEN APPROVED TO QUOTE OUR SECURITIES ON THE OVER-THE-COUNTER BULLETIN
BOARD, THERE IS NOT CURRENTLY A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A
MARKET FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
ILLIQUID.
While our
securities have been approved for quotation on the Over-The-Counter Bulletin
Board (“OTCBB”) under the symbol “GBLS”, none of our shares of common stock have
traded to date, and there is currently no market for our common stock. If there
is a market for our common stock in the future, we anticipate that such market
would be illiquid and would be subject to wide fluctuations in response to
several factors, including, but not limited to:
|
(1)
|
actual
or anticipated variations in our results of operations;
|
|
(2)
|
our
ability or inability to generate new revenues;
|
|
(3)
|
increased
competition; and
|
|
(4)
|
conditions
and trends in the market for medical testing
products.
|
-7-
Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.
IF
WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.
Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
of periodic reports with the SEC, any OTCBB issuer which fails to file a
periodic report (Form 10-Q's or 10-K's) by the due date of such report (not
withstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.
IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.
Moving
forward, we anticipate incurring significant legal, accounting and other
expenses in connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. In
particular, commencing in calendar 2008 (one year after we began publicly
reporting), we must perform system and process evaluation and testing of our
internal controls over financial reporting to allow management to report on the
effectiveness of our internal controls over financial reporting, and in fiscal
2009, to allow our independent registered public accounting firm to report on
the effectiveness of our internal controls over financial reporting, as required
by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing
by our independent registered public accounting firm, may reveal deficiencies in
our internal controls over financial reporting that are deemed to be material
weaknesses. Our compliance with Section 404 will require that we incur
substantial accounting expense and expend significant management efforts. We
currently do not have an internal audit group, and we will need to hire
additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge. Moreover, if we are not able to
comply with the requirements of Section 404 in a timely manner, or if we or our
independent registered public accounting firm identifies deficiencies in our
internal controls over financial reporting that are deemed to be material
weaknesses, the market price of our stock could decline, and we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.
INVESTORS
MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
FEDERAL REGULATIONS OF PENNY STOCKS.
Once our
common stock is listed on the OTC Bulletin Board, it will be subject to the
requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as
long as the price of our common stock is below $5.00 per share. Under such rule,
broker-dealers who recommend low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements, including a requirement that they make an individualized
written suitability determination for the purchaser and receive the purchaser's
consent prior to the transaction. The Securities Enforcement Remedies and Penny
Stock Reform Act of 1990, also requires additional disclosure in connection with
any trades involving a stock defined as a penny stock. Generally, the Commission
defines a penny stock as any equity security not traded on an exchange or quoted
on NASDAQ that has a market price of less than $5.00 per share. The required
penny stock disclosures include the delivery, prior to any transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
with it. Such requirements could severely limit the market liquidity of the
securities and the ability of purchasers to sell their securities in the
secondary market.
-8-
ITEM 2. DESCRIPTION OF
PROPERTY
Our Chief
Executive Officer, Tristin White provides us office space at his
home. We do not pay any rental fees to Mr. White in connection with
the use of the office space, and neither we ,nor Mr.White have any immediate
plans to seek additional office space and Mr. White has no plans to charge us
rental fees in connection with the use of the office space.
ITEM 3. LEGAL
PROCEEDINGS
From time
to time, we may become a party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
-9-
PART II
Our
common stock has been approved for quotation on the Over-The-Counter Bulletin
Board (“OTCBB”) under the symbol “GBLS.” However, no shares of our
common stock have traded as of the date of this report, and there is no “bid” or
“ask” price for our common stock on the OTCBB as of the date of this
report. We have no shares of common stock subject to outstanding
options or warrants to purchase, or securities convertible into, our common
stock. We have no outstanding shares of preferred stock. As of March 19, 2010,
there were 10,800,000 shares of common stock outstanding, held by approximately
30 shareholders of record.
Sales Of Unregistered Securities
On or
around February 28, 2006, we sold to Shane Whittle, our former Chief Executive
Officer and Director, two million five hundred thousand (2,500,000) shares of
common stock and Jason Freeman, our Chief Technical Officer and Director, two
million five hundred thousand (2,500,000) shares of restricted common stock in
consideration for $5,000 or $0.001 per share. We claim an exemption
from registration afforded by Regulation S of the Securities Act of 1933, as
amended (“Regulation S”), for the above issuances, since the issuances were made
to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation
S), pursuant to an offshore transaction, and no directed selling efforts were
made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.
From May
2006 to April 2007, we sold an aggregate of 5,750,000 shares of common stock to
twenty-eight (28) offshore shareholders for an aggregate of $57,500 or $0.01 per
share. We claim an exemption from registration afforded by Regulation
S, for the above issuances, since the issuances were made to non-U.S. persons
(as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
offshore transactions, and no directed selling efforts were made in the United
States by the issuer, a distributor, any of their respective affiliates, or any
person acting on behalf of any of the foregoing.
On May 8,
2008 the Company issued 50,000 shares at $0.20 per share for total proceeds of
$10,000.
-10-
ITEM 6. SELECTED FINANCIAL
DATA
Not
applicable
ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN
OF OPERATIONS
The
following discussion should be read in conjunction with our financial
statements.
PLAN
OF OPERATION FOR THE NEXT TWELVE MONTHS
We will
not be able to continue our business operations for the next six (6) months with
the current cash we have on hand. We anticipate the need for
approximately $100,000 in the next twelve (12) months to continue our business
operations and begin the marketing of our products throughout the
internet. We have not made any sales of our products to date, and can
make no assurances that material sales will develop in the future, if at
all. Moving forward, we hope to build awareness of our website,
www.privatekits.com and in turn create demand for our products and sales, of
which there can be no assurance.
COMPARISON
OF OPERATING RESULTS
For
the year ended December 31, 2009, compared to the year ended December 31,
2008
We have
not generated any sales revenue to date.
We had
general and administrative expenses of $13,976 for the year ended December 31,
2009, compared to $48,450 for the year ended December 31, 2008, a decrease in
expenses of $34,474 from the prior period. The main reasons for the
decrease in expenses were due to decreased general and administrative
expenses.
We had a
net loss of $13,976 for the year ended December 31, 2009, compared to $48,450
for the year ended December 31, 2008. The main reasons for the decrease in net
loss were due to decreased general and administrative expenses.
From
inception the December 31, 2009 we had general and administrative costs of
$101,389 and incurred a net loss of $101,389.
LIQUIDITY
AND CAPITAL RESOURCES
We had
total assets, consisting solely of current assets of cash of $592 as of December
31, 2009 and $760 as of December 31, 2008.
We had
total liabilities consisting solely of current liabilities of $29,481 as of
December 31, 2009 and $15,673 as of December 31, 2008. Current
liabilities as of December 31, 2009 included $9,373 of accounts
payable and accrued liabilities and $20,108 of advances from shareholder in
connection with amounts advanced to us by Shane Whittle, our former Chief
Executive Officer.
We had a
negative working capital deficit of $28,889 and a total accumulated deficit of
$101,389 as of December 31, 2009.
-11-
We had
net cash flows used in operating activities of $5,653 for the year
ended December 31, 2009, which consisted of $13,976 of net loss and $8,323
change in accounts payable.
We had
cash flows $5,485 provided by financing activities for the year ended December
31, 2009.
We have
no current commitment from our officers and Directors or any of our shareholders
to supplement our operations or provide us with financing in the future. If we
are unable to raise additional capital from conventional sources and/or
additional sales of stock in the future, we may be forced to curtail or cease
our operations. Even if we are able to continue our operations, the failure to
obtain financing could have a substantial adverse effect on our business and
financial results.
In the
future, we may be required to seek additional capital by selling debt or equity
securities, selling assets, or otherwise be required to bring cash flows in
balance when we approach a condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our then shareholders. We provide no assurance that financing will be available
in amounts or on terms acceptable to us, or at all.
-12-
ITEM 8. FINANCIAL
STATEMENTS
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Global
Industries Corp.
(A
Development Stage Company)
Los
Angeles, California
We have
audited the accompanying balance sheets of Global Industries Corp. (the
“Company”) as of December 31, 2009 and 2008, and the related statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
then ended and for the period from April 18, 2002 (inception) through December
31, 2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Industries Corp. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for each of the years then ended and for the period from April 18, 2002
(inception) through December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
As
discussed in Note 2 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
LBB &
Associates Ltd., LLP
Houston,
Texas
April 8,
2010
F-1
GLOBAL
INDUSTRIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
|
December
31,
2009
|
December
31,
2008
|
|||||
| ASSETS | ||||||
|
Current
assets
|
||||||
|
Cash
|
$ | 592 | $ | 760 | ||
|
Total
current assets
|
592 | 760 | ||||
|
Total
assets
|
$ | 592 | $ | 760 | ||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||
|
Current
liabilities
|
||||||
|
Accounts
payable
|
$ | 9,373 | $ | 1,050 | ||
|
Shareholder
advance
|
20,108 | 14,623 | ||||
|
Total
current liabilities
|
29,481 | 15,673 | ||||
|
Total
liabilities
|
29,481 | 15,673 | ||||
|
STOCKHOLDERS'
DEFICIT
|
||||||
|
Common
stock, $.001 par value, 25,000,000 shares authorized,
10,800,000 shares issued and outstanding
|
10,800 | 10,800 | ||||
|
Additional
paid-in-capital
|
61,700 | 61,700 | ||||
|
Deficit
accumulated during the development stage
|
(101,389 | ) | (87,413 | ) | ||
|
Total
stockholders' deficit
|
(28,889 | ) | (14,913 | ) | ||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 592 | $ | 760 | ||
See
accompanying notes to financial statements
F-2
GLOBAL
INDUSTRIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Years
ended December 31, 2009 and 2008
and
Period from April 18, 2002 (Inception) through December 31,
2009
|
Year
Ended
|
Year
Ended
|
Inception
through
|
||||||||
|
December
31, 2009
|
December
31, 2008
|
December
31, 2009
|
||||||||
|
Expenses:
|
||||||||||
|
General
and administrative
|
$ | 13,976 | $ | 48,450 | $ | 101,389 | ||||
|
Net
loss
|
$ | (13,976 | ) | $ | (48,450 | ) | $ | (101,389 | ) | |
|
Net
loss per share:
|
||||||||||
|
Basic
and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||
|
Weighted
average shares outstanding:
|
||||||||||
|
Basic
and diluted
|
10,800,000 | 10,782,377 | ||||||||
See
accompanying notes to financial statements
F-3
GLOBAL
INDUSTRIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)
Period
from April 18, 2002 (Inception) through December 31, 2009
|
Common
stock
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
paid in capital
|
Subscription
receivable
|
Deficit
accumulated during the development stage
|
Total
|
|||||||||||||||||||
|
Balance,
April 18, 2002
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
|
Net loss for the year ended
D December
31, 2005
|
- | - | - | - | (128 | ) | (128 | ) | ||||||||||||||||
|
Balance,
December 31, 2005
|
- | - | - | - | (128 | ) | (128 | ) | ||||||||||||||||
|
Issuance
of common shares
to
founders
|
5,000,000 | 5,000 | - | (4,000 | ) | - | 1,000 | |||||||||||||||||
|
Issuance
of common stock for cash
|
5,200,000 | 5,200 | 46,800 | - | - | 52,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (2,476 | ) | (2,476 | ) | ||||||||||||||||
|
Balance,
December 31, 2006
|
10,200,000 | 10,200 | 46,800 | (4,000 | ) | (2,604 | ) | 50,396 | ||||||||||||||||
|
Subscriptions
received
|
- | - | - | 4,000 | - | 4,000 | ||||||||||||||||||
|
Issuance
of common stock for cash
|
550,000 | 550 | 4,950 | - | - | 5,500 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (36,359 | ) | (36,359 | ) | ||||||||||||||||
|
Balance,
December 31, 2007
|
10,750,000 | 10,750 | 51,750 | - | (38,963 | ) | 23,537 | |||||||||||||||||
|
Issuance
of common stock for cash
|
50,000 | 50 | 9,950 | - | - | 10,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (48,450 | ) | (48,450 | ) | ||||||||||||||||
|
Balance,
December 31, 2008
|
10,800,000 | 10,800 | $ | 61,700 | - | (87,413 | ) | (14,913 | ) | |||||||||||||||
|
Net
loss
|
- | - | - | - | (13,976 | ) | (13,976 | ) | ||||||||||||||||
|
Balance,
December 31, 2009
|
10,800,000 | $ | 10,800 | $ | 61,700 | $ | - | $ | (101,389 | ) | $ | (28,889 | ) | |||||||||||
See
accompanying accounting policies and notes to financial statement
F-4
GLOBAL
INDUSTRIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Years
Ended December 31, 2009 and 2008
and
Period from April 18, 2002 (Inception) through December 31,
2009
|
Year Ended
|
Year
Ended
|
Inception
through
|
||||||||||
|
December
31, 2009
|
December
31, 2008
|
December
31, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (13,976 | ) | $ | (48,450 | ) | $ | (101,389 | ) | |||
|
Adjustments
to reconcile net loss to cash used by operating
activities:
|
||||||||||||
|
Accounts
payable
|
8,323 | (1,200 | ) | 9,373 | ||||||||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(5,653 | ) | (49,650 | ) | (92,016 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from shareholder advance
|
5,485 | 14,033 | 21,108 | |||||||||
|
Proceeds
from sale of common shares
|
- | 10,000 | 71,500 | |||||||||
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
5,485 | 24,033 | 92,608 | |||||||||
|
NET
INCREASE (DECREASE) IN CASH
|
(168 | ) | (25,617 | ) | 592 | |||||||
|
Cash,
beginning of period
|
760 | 26,377 | - | |||||||||
|
Cash,
end of period
|
$ | 592 | $ | 760 | $ | 592 | ||||||
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||||||
|
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
|
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
|
Non-cash
transactions:
|
||||||||||||
|
Conversion
of shareholder advance to common shares
|
$ | - | $ | - | $ | 1,000 | ||||||
See accompanying notes to financial statements
F-5
GLOBAL
INDUSTRIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 - SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Global
Industries Corp. (the “Company”) was incorporated in Nevada in April 18, 2002
and extra provincially registered in British Columbia Canada under
Privatekits.com Inc.
Privatekits.com
Inc. is a web based firm that offers confidential, FDA 510 (k) approved home
testing products for detection of Hepatitis C, pregnancy, and HIV.
Privatekits.com offers Home Access brand HIV-1 test kits, which is the only home
test approved by the FDA 510 (k) for home distribution in the United
States.
Cash and Cash
Equivalents
Cash and
cash equivalents include cash and all highly liquid financial instruments with
original purchased maturities of three months or less.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles 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 amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue
Recognition
The
Company plans to recognize revenue when persuasive evidence of an arrangement
exists, goods have been delivered, the sales price is fixed or determinable and
collection is probable.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Basic Loss per
Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent Accounting
Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.
Foreign Currency
Translation
The
financial statements are presented in United States dollars. In accordance
with Accounting Standards Certification 830, “Foreign Currency
Translation”, foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non monetary assets and liabilities
are translated at the exchange rates prevailing at the transaction date. Revenue
and expenses are translated at average rates of exchange during the year.
Gains or losses resulting from foreign currency transactions are included in
results of operations.
F-6
Subsequent
Events
Subsequent
events have been evaluated through the date of issuance.
NOTE
2 - GOING CONCERN
The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has incurred net
losses of $13,976 and $48,450 for the years ended December 31, 2009 and
2008 respectively, and has an accumulated deficit of $101,389 at December 31,
2009. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of these uncertainties.
There are
no assurances that the Company will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support the Company's working capital
requirements. To the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are insufficient, the Company
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to the Company. If adequate working capital is not available the
Company may be required to curtail its operations.
NOTE
3 - SHAREHOLDER ADVANCES
During
the year ending December 31, 2005 a shareholder of the company advanced the
company $1,099. $1,000 of this advance was applied to the payment of his
purchase of common stock.
In the
year ended December 31, 2007, the same shareholder advanced the Company another
$491. At December 31, 2007 the Company owed this shareholder $590 for expenses
he paid on behalf of the Company.
During
the year ended December 31, 2008, the same shareholder advanced the Company
another $14,033 for payments made on behalf of the Company.
During
the year ended December 31, 2009, the same shareholder advanced the Company
$5,485 for payments made on behalf of the Company.
As of
December 31, 2009 the Company owed this shareholder $20,108.
The
advances from the shareholder are non-interest bearing, unsecured and repayable
upon demand.
NOTE 4 - COMMON
STOCK
In
February, 2006, the Company sold 5,000,000 shares of common stocks to its two
directors with 2,500,000 each at the par value of $0.001 for total proceeds of
$5,000. One of the directors applied $1,000 of his advance to the Company to the
purchase of the common stock upon the issuance of the common stock. The Company
received the remaining payment of $4,000 in May, 2007.
F-7
Between
February and November 2006, the Company raised $52,000 by selling subscriptions
for 5,200,000 shares of its common stock at $0.01 per share.
In May,
2007 the Company issued another 550,000 shares of its common stock at $0.01 per
share for total proceeds of $5,500.
On May 8,
2008 the Company issued 50,000 shares at $0.20 per share for total proceeds of
$10,000.
As of
December 31, 2009 and 2008 the Company had 25,000,000 common shares authorized,
and 10,800,000 shares issued and outstanding.
The
Company received its Notice of Effectiveness for its Form SB-2 Registration
Statement in January, 2008 and its trading symbol on the Over-The-Counter
Bulletin Board in March 2008.
NOTE
5 - INCOME TAXES
The
Company follows Statement of Financial, Accounting Standards Certification 740
(ASC 740) for Income Taxes." Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carryforwards. No net provision for refundable Federal
income tax has been made in the accompanying statement of loss because no
recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carryforward has been recognized, as it
is not deemed likely to be realized.
The
provision for refundable Federal income tax consists of the
following:
|
December
31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Refundable
Federal income tax attributable to:
|
||||||||
|
Current
operations
|
$ | 4,800 | $ | 16,400 | ||||
|
Less,
change in valuation allowance
|
(4,800 | ) | (16,400 | ) | ||||
|
Net
refundable amount
|
$ | - | $ | - | ||||
The cumulative tax effect
at the expected rate of 34% of significant items comprising our net deferred tax
amount is as follows:
|
December
31, 2009
|
||||
|
Deferred
tax asset attributable to:
|
||||
|
Net
operating loss carryover
|
$ | 34,500 | ||
|
Less,
valuation allowance
|
(34,500 | ) | ||
|
Net
deferred tax asset
|
$ | - | ||
At
December 31, 2009, the Company had an unused net operating loss carryover of
approximating $101,400 that is available to offset future taxable income; it
expires beginning in 2025.
F-8
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND
PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that we file with the SEC
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and that such
information is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate, to allow for timely
decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive and financial officers, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. Based
on the foregoing, our principal executive and financial officers concluded that
our disclosure controls and procedures are effective to ensure the information
required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed and reported within the time periods specified in the
SEC’s rules and forms.
Management’s
Annual Report on Internal Control over Financial Reporting
Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, 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, and includes those policies and
procedures that:
(1)
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;
(2)
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorization of our management and
directors; and
(3)
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of our assets that could have a
material effect on the financial statements.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company.
Management
has used the framework set forth in the report entitled Internal Control-Integrated
Framework published by the Committee of Sponsoring Organizations of the
Treadway Commission, known as COSO, to evaluate the effectiveness of our
internal control over financial reporting. Based on this assessment, management
has concluded that our internal control over financial reporting was effective
as of December 31, 2009.
This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.
There has
been no change in our internal controls over financial reporting during our most
recent fiscal year that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER
INFORMATION.
None.
-13-
PART
III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT.
The
following table sets forth the name, age and position of each of our directors
and executive officers. There are no other persons who can be classified as a
promoter or controlling person of us. Our officers and directors are as
follows:
|
Name
|
Age
|
Position
|
|
Tristin
White
|
34
|
Chief
Executive Officer, President,
|
|
Principal
Financial Officer,
|
||
|
Secretary
and Director
|
||
|
Joey
Granath
|
32
|
Former
Chief Executive Officer, President,
Principal
Financial Officer Secretary and Director
|
|
Shane
Whittle
|
33
|
Insider
|
Tristin
White
Chief Executive Officer, President,
Principal Financial Officer, Secretary and Director
Joey
Granath
Former Chief Executive Officer,
President, Principal Financial Officer, Secretary and
Director
Mr.
Granath has served as the sole officer and Director of the Company since
September 2008. Prior to this, Mr. Granath worked as a Director and
Producer for KushTV.com, based in Los Angles, California, from January 2005 to
September 2008. KushTv.com is an online media provider for Music,
Special Events and Online HighDef TV Webisodes. From February 1999 to
May 2005, Mr. Granath served as President of G Productions Inc., a California
based company that focused on special event productions in West Hollywood and
Beverly Hills, California. Mr. Granath spends approximately 10 hours
per week on Company matters.
Shane
Whittle, Shareholder
Shane
Whittle served as our Chief Executive Officer, President, Principal
Financial Officer, Secretary and Director since our incorporation in April 2002
until September 1, 2008. Mr. Whittle served as President, Director
and Secretary of Einscribe Inc., a company in the business of online document
editing services for students and businesses from January 2000 until June
2005. From January 2003 to October 2004, Mr. Whittle performed
investor relations services for and served as a Marketing Manager and Operations
Leader for Universco BroadBand Network. From June 1994 to September 2004, Mr.
Whittle served as an event planning consultant with Velvet Groove
Entertainment. From February 1997 to September 1999, Mr. Whittle
served as the Manager of the Cactus Club Restaurant chain.
Mr.
Whittle received a Business Administration degree from Capilano College in North
Vancouver, British Columbia in 2001.
Our
Directors are elected annually and hold office until our next annual meeting of
the shareholders and until their successors are elected and qualified. Officers
will hold their positions at the pleasure of the Board of Directors, absent any
employment agreement. Our officers and Directors may receive compensation as
determined by us from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options. Directors may be reimbursed
by the Company for expenses incurred in attending meetings of the Board of
Directors. Vacancies in the Board are filled by majority vote of the remaining
directors.
-14-
ITEM 11. EXECUTIVE
COMPENSATION.
Summary Compensation
Table
The
Summary Compensation Table below reflects those amounts received as compensation
by the executive officers of the Company during the fiscal years ended December
31, 2009, 2008, and 2007. The Company presently has no pension,
health, annuity, insurance, or similar benefit plans.
EXECUTIVE
COMPENSATION
|
Name
& Principal Position
|
Year
|
Salary
($)
|
Other(1)
Annual Compensation
|
Restricted
Stock Awards
|
Total
Compensation
(1)
|
|
Tristin White
CEO,
President, Principal Accounting Officer, Secretary and
Director
|
2009
|
$0
|
$0
|
$0
|
$0
|
|
Joey
Granath
|
2009
|
$0
|
$0
|
$0
|
$0
|
|
Former
CEO, President,
|
2008
|
$0
|
$0
|
$0
|
$0
|
|
Principal
Accounting Officer,
Secretary
and Director
|
2007
|
$0
|
$0
|
$0
|
$0
|
* Does
not include perquisites and other personal benefits in amounts less than 10% of
the total annual salary and other compensation. Other than the individual listed
above, we had no executive employees or Directors during the years listed
above.
(1) No
Executive Officer received any bonus, restricted stock awards, options,
non-equity incentive plan compensation, or nonqualified deferred compensation
earnings during the last three fiscal years, and no salaries are being
accrued.
Neither
Mr. White nor Mr. Granath has ever drawn any salary from the Company, nor
do they have any employment or consulting agreements with the
Company.
-15-
COMPENSATION
DISCUSSION AND ANALYSIS
Director
Compensation
No member
of our Board of Directors has ever received any compensation; however, the Board
of Directors reserves the right in the future to award the members of the Board
of Directors cash or stock based consideration for their services to the
Company, which awards, if granted shall be in the sole determination of the
Board of Directors.
Executive
Compensation Philosophy
Our Board
of Directors, consisting of Tristin White, determines the compensation given to
our executive officers in its sole determination. As our executive officer
currently draws no compensation from us, we do not currently have any executive
compensation program in place. Although we have not to date, our Board of
Directors also reserves the right to pay our executives a salary, and/or issue
them shares of common stock in consideration for services rendered and/or to
award incentive bonuses which are linked to our performance, as well as to the
individual executive officer’s performance. This package may also include
long-term stock based compensation to certain executives which is intended to
align the performance of our executives with our long-term business strategies.
Additionally, while our Board of Directors has not granted any performance base
stock options to date, the Board of Directors reserves the right to grant such
options in the future, if the Board in its sole determination believes such
grants would be in the best interests of the Company.
Incentive
Bonus
The Board
of Directors may grant incentive bonuses to our executive officers in its sole
discretion, if the Board of Directors believes such bonuses are in the Company’s
best interest, after analyzing our current business objectives and growth, if
any, and the amount of revenue we are able to generate each month, which revenue
is a direct result of the actions and ability of such executives.
As of the
date of this filing, no executive officers or Director holds any outstanding
options to purchase shares of common stock in the Company, nor were there any
outstanding options to purchase shares in the common stock of the Company as of
the filing of this report.
Long-term,
Stock Based Compensation
In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award certain executives with
long-term, stock-based compensation in the future, in the sole discretion of our
Board of Directors, which we do not currently have any immediate plans to
award.
Criteria
for Compensation Levels
The
Company seeks to attract and retain qualified executives and employees able to
positively contribute to the success of the Company for the benefit of its
various stakeholders, the most important of which is its shareholders, but also
including its officers, employees, and the communities in which the Company
operates.
The Board
of Directors (in establishing compensation levels for the Company’s Chief
Executive Officer, if any) and the Company (in establishing compensation levels
for other executives, if any) may consider many factors, including, but not
limited to, the individual’s abilities and performance that results in: the
advancement of corporate goals of the Company, execution of the Company’s
business strategies, contributions to positive financial results, and
contributions to the development of the management team and other employees. In
determining compensation levels, the Board of Directors may also consider the
experience level of each particular individual and/or the compensation level of
executives in similarly situated companies in our industry.
-16-
Compensation
levels for executive officers are generally reviewed annually, but may be
reviewed more often as deemed appropriate.
Compensation
Philosophy and Strategy
In
addition to the “Criteria for Compensation Levels” set forth above, the Company
has a “Compensation Philosophy” for all employees of the Company (set forth
below).
Compensation
Philosophy
The
Company’s compensation philosophy is as follows:
|
•
|
The
Company believes that compensation is an integral component of its overall
business and human resource strategies. The Company’s compensation plans
will strive to promote the hiring and retention of personnel necessary to
execute the Company’s business strategies and achieve its business
objectives.
|
|
•
|
The
Company’s compensation plans will be strategy-focused, competitive, and
recognize and reward individual and group contributions and results. The
Company’s compensation plans will strive to promote an alignment of the
interests of employees with the interests of the shareholders by having a
portion of compensation based on financial results and actions that will
generate future shareholder value.
|
|
•
|
In
order to reward financial performance over time, the Company’s
compensation programs generally will consist of base compensation, and may
also consist of short-term variable incentives and long-term variable
incentives, as appropriate.
|
|
•
|
The
Company’s compensation plans will be administered consistently and fairly
to promote equal opportunities for the Company’s
employees.
|
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The
following table provides the names and addresses of each person known to own
directly or beneficially more than a 5% of the outstanding common stock (as
determined in accordance with Rule 13d-3 under the Exchange Act) as of March 19,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Shareholder
Name
|
Shares
Held
|
Percentage
(1)
|
|
Shane
Whittle
Stockholder
|
2,500,000
|
23.3%
|
|
Tristin
White
President,
Treasurer, Secretary
and
Director
(ADDRESS)
|
2,500,000
|
23.3%
|
|
Jack
and Helen Whittle
2840
Mount Seymour Parkway,
North
Vancouver,
British
Columbia V7H 1E9
|
1,190,000
|
11.1%
|
|
David
and Natasha Lietzmann
121
W. 21st
Street, North Vancouver, British Columbia,
Canada
V7M 1Z1
|
700,000
|
6.5%
|
|
Total
of all officers and Directors a Group
|
2,500,000
|
23.3%
|
|
(1)
|
Based
on 10,800,000 shares outstanding as of April 12,
2010.
|
-17-
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On or
around February 28, 2006, we sold Shane Whittle, our former Chief Executive
Officer and Director two million five hundred thousand (2,500,000) shares of
common stock and Jason Freeman, our Chief Technical Officer and Director two
million five hundred thousand (2,500,000) shares of restricted common stock in
consideration for an aggregate of $5,000 or $0.001 per share.
During
the year ending December 31, 2005 a shareholder of the company advanced the
company $1,099. $1,000 of this advance was applied to the payment of his
purchase of common stock.
In the
year ended December 31, 2007, the same shareholder advanced the Company another
$491. At December 31, 2007 the Company owed this shareholder $590 for expenses
he paid on behalf of the Company.
During
the year ended December 31, 2008, the same shareholder advanced the Company
another $14,033 for payments made on behalf of the Company.
During
the year ended December 31, 2009, the same shareholder advanced the Company
$5,485 for payments made on behalf of the Company.
As of
December 31, 2009 the Company owed this shareholder $20,108.
The
advances from the shareholder are non-interest bearing, unsecured and repayable
upon demand.
AUDIT
FEES
During
the fiscal year ended December 31, 2009, the Company incurred approximately
$10,800 in fees to its principal independent accountant for professional
services rendered in connection with preparation and audit of the Company's
financial statements for fiscal year ended December 31, 2009 and for the review
of the Company's unaudited quarterly financial statements as filed in the
Company’s reports on Form 10-Q for the year ended December 31,
2009.
During
the fiscal year ended December 31, 2008, the Company incurred approximately
$10,835 in fees to its principal independent accountants for professional
services rendered in connection with preparation and audit of the Company's
financial statements for fiscal year ended December 31, 2008 and for the review
of the Company's unaudited quarterly financial statements for the year ended
December 31, 2008.
AUDIT
RELATED FEES
None.
TAX
FEES
None.
ALL
OTHER FEES
During
the fiscal year ended December 31, 2009, the Company incurred approximately $0
in fees to its principal independent auditors for professional services rendered
in connection with review and consent to various SEC filings. The
Company incurred $0 in fees during the fiscal year ended December 31,
2008.
-18-
ITEM 15.
EXHIBITS
|
Exhibit Number
|
Description of
Exhibit
|
|
3.1(1)
|
Articles
of Incorporation
|
|
3.2(1)
|
Bylaws
|
|
31*
|
Certificate
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32*
|
Certificate
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
* Filed
herein.
(1) Filed
as Exhibits to our Form SB-2 Registration Statement, filed with the Commission
on November 8, 2007, and incorporated by reference herein.
B)
REPORTS ON FORM 8-K
Form 8-K
dated August 19, 2008 filed with the Commission and incorporated by reference
herein.
Form 8-K
dated September 8, 2008 filed with the Commission and incorporated by reference
herein.
-19-
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
GLOBAL
INDUSTRIES CORP.
|
|
|
DATED:
April 13, 2010
|
By:
/s/ Tristin
White
|
|
Tristin
White
|
|
|
Chief
Executive Officer (Principal Executive Officer)
|
|
|
and
Chief Financial Officer (Principal Accounting
Officer)
|
-20-