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EX-31.2 - EXHIBIT 31.2 - Purthanol Resources Ltdexhibit31-2.htm
EX-32.1 - EXHIBIT 32.1 - Purthanol Resources Ltdexhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Purthanol Resources Ltdexhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2010

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number 000-33271

GLOBAL BIOTECH CORP
(Exact name of registrant as specified in its charter)

DELAWARE 98-0229951
(State of Incorporation) (I.R.S. Employer Identification No.)
   
40 University Ave #720  
Toronto, Ontario

  M5J 1T1

(Address of principal executive offices) (Zip Code)

(613) 269-3030
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]                 No [   ]

Indicate by check mark whether the registrant 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 [    ]         Smaller Reporting Company [ X ]


Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act).

Yes [    ]         NO [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ]         No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of October 20, 2010, the aggregate market value of the issuer's common stock based on its reported price on the OTC Bulletin Board held by non-affiliates of the issuer was approximately $6,085,079.

As of October 20, 2010, the Registrant had 67,661,990 shares of Common Stock outstanding.



INDEX
PART I: FINANCIAL INFORMATION  
   
        Item 1. Financial Statements  
Balance Sheets at August 31, 2010 (Unaudited), and November 30, 2009  
Statements of Operations (Unaudited) for the Nine and Three months ended August 31, 2010and August 31, 2009 and from Inception (November 2, 1998) to August 31, 2010.  
Statement of Cash Flows (Unaudited) for the Nine months ended August 31, 2010 and August31, 2009 and from Inception (November 2, 1998) to August 31, 2010.  
Notes to the Financial Statements (Unaudited).  
        Item 2. Plan of Operations  
        Item 4T. Controls and Procedures  
PART II: OTHER INFORMATION  
        Item b. Exhibits and Reports On Form  
SIGNATURES  


GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

ASSETS

           
             
    August 31,2010     November 30, 2009  
    (Unaudited)        
Current Assets            
     Cash $  566   $  44,019  
     Short term investments   168,839     122,409  
     Total current assets   169,405     166,428  
             
     Property & Equipment (Net)   605,000     605,000  
             
Total Assets $  774,405   $  771,428  
             
             

LIABILITIES AND STOCKHOLDERS' EQUITY

           
             
             
Current Liabilities            
     Accounts payables and accrued liabilities   118,764     98,016  
     Notes Payable related party   30,370     15,592  
             
     Notes Payable   859,028     801,265  
             
     Total current liabilities   1,008,162     914,873  
             
Stockholders' Equity            
             

     Preferred stock, $0.0001 par value authorized 80,000,000  shares issued and outstanding August 31 2010, and November 30, 2009

  -     -  

     Common stock, $0.0001 par value authorized 260,000,000 shares: issued and outstanding 67,661,990 August 31, 2010 and 67,265,500 November 30,2009

  6,766     6,727  
     Paid in capital   1,448,112     1,346,502  
     Deficit accumulated during the development stage   (1,688,635 )   (1,496,674 )
             
     Total Stockholders' (Deficit) Equity   (233,757 )   (143,445 )
     Total liabilities and Stockholders' Equity $  774,405   $  771,428  

See the accompanying notes to financial statements.


GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)

    Three Months     Three Months     Nine Months     Nine Months     Inception  
    Ended     Ended     Ended     Ended     to  
    August 31,2010     August 31,2009     August 31,2010     August 31,2009     August 31,2010  
                               
                               
Revenues: $  -   $  -   $  -   $  -   $  944,811  
                               
Cost of Revenues:   -     -     -     -     603,063  
    -     -     -     -     341,748  
Operating Expenses:                              
            Bad Debt Exp   -     -     -     -     120,844  
            Licensing rights   -     -     -     -     700,000  
            Depreciation Exp   -     -     -     -     73,274  
            Marketing   -     -     -     -     236,266  
            Professional Fees   3,000     4,276     9,000     13,931     189,295  
            Selling, general and administrative   15,908     28,760     143,198     113,413     566,858  
Total Operating Expenses   18,908     33,036     152,198     127,344     1,886,537  
                               
(Loss) before other income (expense)   (18,908 )   (33,036 )   (152,198 )   (127,344 )   (1,544,789 )
                               
Other income (expense):                              
            Other income   -     -     -     -     85,005  
            Foreign exchange gain (loss)   203     (1,320 )   (1,884 )   (17,880 )   (23,984 )
            Interest income   2,059     -     5,439     -     117,317  
            Interest Expense   (14,832 )   (10,000 )   (43,318 )   (26,729 )   (359,278 )
            Gain on Sale of Investment   -     -     -     -     359,583  
            Impairment Loss   -     -     -     -     (331,261 )
            Write down - leasehold improvements   -     -     -     -     (2,663 )
            Write down - Notes receivable   -     -     -     -     11,435  
                               
            Total other income (Expense)   (12,570 )   (11,320 )   (39,763 )   (44,609 )   (143,846 )
                               
Net (Loss) $  (31,478 ) $  (44,356 ) $  (191,961 ) $  (171,953 ) $  (1,688,635 )
                               
Basic weighted avg. common shares outstanding   67,661,990     67,265,500     67,661,990     67,265,500        
                               
Basic and diluted (Loss) per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )      

See the accompanying notes to financial statements.


GLOBALBIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Unaudited)

          From Inception  
    Nine months ended     (November 2, 1998)  
    August 31, 2010       August 31, 2009     to August 31, 2010  
                   
                   
CASH FLOWS FROM OPERATING ACTIVITIES                  
                   
Net income (loss)  $  (191,961 ) $  (171,953 ) $  (1,688,635 )
Adjustments to reconcile net loss to net cash used in operating activities            
         Depreciation expense   -     -     73,274  
         Common stock issued for services   101,649     -     215,024  
         Gain on sale of Investment               (359,583 )
         Impairment Loss   -     -     331,261  
         Write down of leasehold improvements   -     -     2,663  
         Write down of notes receivable   -     -     (11,435 )
         Accrued interest expense - note payable   43,318     26,729     249,790  
         Accrued interest income - note receivable   (5,439 )   -     (111,791 )
Changes in operating assets and liabilities                  
         (Increase) Decrease - accounts receivable/prepaids   -     7,428     -  
         (Increase) Decrease in notes receivable   -     -     (461,899 )
         Increase (decrease) - accounts payable   20,748     37,612     118,764  
Net Cash Provided by (used in) Operating Activities   (31,685 )   (100,184 )   (1,642,567 )
                   
Cash Flows from Investing Activities                  
Net sale (purchase of fixed assets   -     -     (60,937 )
Purchase of short term investments   (40,991 )         (163,400 )
Proceeds from sale of investment shares   -     -     489,061  
Net Cash Provided by (used in) Investing Activities   (40,991 )   -     264,724  
                   
Cash Flows from Financing Activities                  
Bank Advances   -     -     -  
Issue of Common stock   -     -     156,262  
         Payment of common stock subscription receivable   -     -     206,239  
         Proceeds from notes payable-related party   29,223     100,862     1,015,908  
Net Cash provided by (used in) Financing Activities   29,223     100,862     1,378,409  
                   
Net Increase (Decrease) in Cash   (43,453 )   678     566  
                   
Cash at Beginning of Period   44,019     6     -  
Cash at End of Period $  566   $  684   $  566  
 

GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2010
(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited financial statements of GLOBAL BIOTECH CORP. have been prepared in accordance with U. S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

These financial statements should be read in conjunction with the audited financial statements and footnotes thereto included for the year ended November 30, 2009 for GLOBAL BIOTECH CORP. on form 10 K as filed with the Securities and Exchange Commission.

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 that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic earnings (loss) per Common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During the periods presented common stock equivalents were not considered, as their effect would be anti-dilutive.



GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2010
(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company reported net loss of $31,478 and $191,961 for the three and nine months ended August 31, 2010 as well as reporting net losses of $1,688,635 from inception (November 2, 1998) to August 31, 2010. At August 31, 2010 the Company had negative working capital of $838,757 and stockholders’ deficit of $233,757. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met.

Note 4 RELATED PARTY TRANSACTIONS

Between June 1, 2010 and August 31, 2010 the Company borrowed $1,987 from related parties and repaid $0 to said parties, for net borrowings of $1,987. As of August 31, 2010, the outstanding balance of related party note payable is $30,370.


 
GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2010
(UNAUDITED)

NOTE 5. STOCK ISSUANCE

On December 18, 2009 the Company issued 333,333 restricted common shares in settlement of consulting services in the amount of $83,333. On February 18, 2010 the Company issued 63,157 restricted common shares in settlement of consulting services in the amount of $18,316.

NOTE 6 SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.


ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Statements

Some of the statements under "Plan of Operations," "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends" and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.

Plan of Operation.

The following discussion should be read in conjunction with the financial statements and related notes which are included elsewhere in this prospectus. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product.

The business objective of GLOBAL is to position AquaBoost™, our initial product being offered, as a top quality oxygenated water in the specialty waters market. Our oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time and the purity of our product, we believe, should give us the ability to become a staple in this specialty waters niche.

We have set a conservative sales objective of 4-6% of the European and American markets, or $12.5 million U.S. to $20 million U.S., by the year 2013. The fact that AquaBoost™ was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001 and that there is already a market in Mexico for the product, gives us confidence in our abilities to reach our sale objectives. However, no assurances can be given that the Company will meet these goals.


The Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area. Currently, it is too premature to hazard an estimate about the likelihood of finalizing any deals with said corporations

The Company will also attempt to engage in partnering with other beverage distributors or leasing its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost™ sales.

GLOBAL BIOTECH CORP. ("GLOBAL"), formerly (SWORD COMP-SOFT CORP.) was organized on November 2, 1998. Its goal was to bring interactive healthcare information services utilizing the Internet to the consumer, the end user, to access what they, as individuals, need.

As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to a vehicle tracking system in exchange for 30.7 million of its common shares.

GLOBAL’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services. As of February 24, 2005,GLOBAL’s Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. This Agreement was finalized on August 15, 2007.

GLOBAL’s goal is to position AquaBoost(TM), the bottled oxygenated water product it acquired, as an energizing alternative to soft drinks and as a beverage with more health benefits than ordinary water. To date, the aforementioned product has had minimal sales and the Company will endeavor, but can offer no guarantees, to raise its sales level significantly. Officers and director of the firm have committed to fund the operations of the Company until sufficient funds have been generated from ongoing business.

In an effort to expand its product line, the Company is working on developing a new product that we currently refer to as “Aquaboost-VitA: Orange Antioxidant”. This experimental product contains water oxygenated using the Aquaboost™ technology, vitamin C, vitamin E and apple skin extract. The Company is in the research and testing phase of the product’s development, and is conducting research into the product’s antioxidant effects and palatability.

The Company’s short-term and medium-term objectives are as follows:

To attach our oxygenation unit in Quebec to the bottling line of a recognized North American bottler via a joint venture, said objective is in the process of being completed as we await the finalization of hooking up our unit and finishing our pre-production tests.

To create a revenue stream through sales from strategic merchandising relationships and highly targeted markets - to this end, the Company is working on forming business relationships with pharmacy chains to place its nutraceutical beverage products in the next 6 to 12 months; To strengthen its investor relations program, to increase shareholder value and increase public investors’ interest in the Company; and To complete development of additional oxygenated and non-oxygenated drinks with nutraceutical values, which can be added to the Company’s product offering, distributed by others, or licensed to others.

GLOBALS’s registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and, on June 16, 2009, the Company was cleared to trade on the OTC:BB.


Three months ended August 31, 2009 compared to August 31, 2010.

Professional, selling, general and administrative in 2009 was $33,036 and $18,908 in 2010.We had rent expense of $4,051 in the 2009 period and $5,806 in 2010. Our professional fees were $4,276 in 2009 and $3,000 in 2010. We had $12,910 of regulatory exp in 2009 and $1,418 in 2010 as we were actively working on getting listed to publicly trade our shares in 2009 and were already listed in 2010. We had consulting fees of $4,485 and developmental fees of $5,494 in 2009 and $0 in 2010 We had foreign exchange losses on our transactions of $1,320 in 2009 and a gain of $203 in 2010. We had net interest expense, on our loans, of $10,000 in 2009 and $12,773 in 2010.

As a result of the above, we had a net loss of $44,356 in 2009 and $31,478 in 2010.

Nine months ended August 31, 2009 compared to August 31, 2010.

Professional, selling, general and administrative in 2009 was $127,344 and $152,198 in 2010.We had $16,446 of consulting exp in 2009 in regard to our gearing up to ongoing production status and $103,561 in 2010 in regard to positioning the Company for product rollout. We had $17,953 of developmental exp in 2009 in connection with new beverage formulations that we are working on vs no costs in 2010 . We had $57,380 of regulatory exp in 2009 and $17,003 in 2010 as we were actively working on getting listed to publicly trade our shares in 2009 and had just about finished this aspect in 2010. We had rent expense of $13,248 in 2009 and $13,804 in 2010. Our 2009 professional fees were $13,391 vs, $9,000 in 2010.

We had foreign exchange losses on our transactions of $17,880 in 2009 and losses of $1,884 in 2010. We had net interest expense, on our loans, of $26,729 in 2009 and $37,879 in 2010.


As a result of the above, we had a net loss of $171,953 in 2009 and $191,961 in 2010.

Liquidity and cash flow needs of the company

From December 1st, 2009 to August 31, 2010 the company used $31,685 for operating activities while recording no revenues. From September 1, 2010 to November 30, 2010, the fiscal year end, the company estimates that its net cash flow needs will be $120,000.

Item 4T. CONTROLS AND PROCEDURES

QUARTERLY EVALUATION OF THE COMPANY’S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

As of October 21, 2010, the date of this report, our Principal Executive Officer (President) and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a -15(e) under the Securities Exchange act of 1934, as amended. Based upon that evaluation, the Principal Executive and Financial Officers concluded that, as of October 21, 2010, the Company’s disclosure controls and procedures are effective.

Further, there was no change during the last quarter in the Company’s internal control over financial reporting that has materially affected or is likely to materially affect, the Company’s internal control over financial reporting.


Part II
Other Information

Item 2: Sales of Unregistered securities

Date of Sale Title of Security Number Sold Consideration Received Exemption from Registration Claimed
Dec 18,2009
Common
333,333
$83,333
for Consulting expenses
Regulation S
Feb 18,2010
Common
63,157
$18,316
for Consulting expenses
Regulation D

(b) Reports on Form 8-K

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBAL BIOTECH CORP.
(Registrant)

Dated October 22, 2010 By: /s/ Louis Greco            
  President