Attached files
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| EX-31.1 - CERTIFICATION - Global Resource Energy Inc. | ex311.htm |
| EX-32 - CERTIFICATION - Global Resource Energy Inc. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2010
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 333-157558
GLOBAL RESOURCE ENERGY INC.
(Name of Small Business Issuer in its charter)
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Nevada
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68-0677348
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(state or other jurisdiction of incorporation or organization)
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(I.R.S. Employer I.D. No.)
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848 N. Rainbow Blvd. #2167, Las Vegas, Nevada 89107
(Address of principal executive offices)
(415) 504-3659
Issuer’s telephone number
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 definition 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 þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
As of December 14, 2010 the registrant had 81,000,000 shares of common stock outstanding.
GLOBAL RESOURCE ENERGY INC.
Table of Contents
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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2
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3
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Item 3. Quantitative and Qualitative Disclosures About Market Risk .
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5
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Item 4 Controls and Procedures
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5
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PART II – OTHER INFORMATION
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Item 1. Legal Proceedings.
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5
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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5
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Item 3. Defaults Upon Senior Securities.
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5
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Item 4. Submission of Matters to a Vote of Security Holders.
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6
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Item 5. Other Information.
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6
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Item 6. Exhibits
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6
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SIGNATURES
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6
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1
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
The unaudited interim consolidated financial statements of Global Resource Energy Inc. (the “Company”, “Global Resource”, “we”, “our”, “us”) follow. All currency references in this report are in U.S. dollars unless otherwise noted.
The accompanying Financial Statements of Global Resource Energy Inc., Inc. should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended January 31, 2010. Significant accounting policies disclosed therein have not changed except as noted below.
Global Resource Energy Inc.
(A Development Stage Company)
Unaudited
(Express in U.S. Dollars)
October 31, 2010
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Unaudited Balance Sheets
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F-1
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Unaudited Statements of Operations
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F-2
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Unaudited Statements of Cash Flows
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F-4
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Unaudited Notes to the Financial Statements
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F-5 to F-7
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2
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GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Balance Sheet
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October 31,
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January 31,
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2010
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2010
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(Unaudited)
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(Audited)
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Assets
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Current Assets
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Cash
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$ | 2,799 | $ | 12,729 | ||||
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Total Assets
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$ | 2,799 | $ | 12,729 | ||||
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Liabilities and Stockholders’ Equity (deficit)
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Current Liabilities
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Accounts Payable
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$ | 12,965 | $ | - | ||||
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Long Term Liabilities
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Loan from Director
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$ | 704 | $ | 704 | ||||
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Total Long Term Liabilities
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$ | 13,669 | $ | 704 | ||||
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Stockholders’ Equity (deficit)
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Common stock, $0.001 par value, 75,000,000 shares authorized;
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25,000,000 shares issued and outstanding
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27,000 | 25,000 | ||||||
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Additional paid-in-capital
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1,000 | 3,000 | ||||||
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Deficit accumulated during the development stage
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(38,870 | ) | (15,975 | ) | ||||
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Total stockholders’ equity (deficit)
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10,870 | 12,025 | ||||||
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Total liabilities and stockholders’ equity (deficit)
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$ | 2,799 | $ | 12,729 | ||||
The accompanying notes are an integral part of these financial statements
F-1
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GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Statements of Operations
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(Unaudited)
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Three months Ended
October 31,
2010
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Three months Ended
October 31,
2009
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Nine months Ended
October 31,
2010
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Nine months Ended
October 31,
2009
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From Inception on
November 6,
2008 to
October 31,
2010
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Expenses
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General and Administrative Expenses
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$ | 8,144 | $ | 2,500 | $ | 22,895 | $ | 11,730 | $ | 38,870 | ||||||||||
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Net (loss) from Operation before Taxes
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(8,144 | ) | (2,500 | ) | (22,895 | (11,730 | ) | (38,870 | ) | |||||||||||
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Provision for Income Taxes
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0 | 0 | 0 | 0 | 0 | |||||||||||||||
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Net (loss)
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$ | (8,144 | ) | (2,500 | ) | $ | (22,895 | ) | (11,730 | ) | $ | (38,870 | ) | |||||||
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(Loss) per common share – Basic and diluted
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$ | (0.00 | ) | (0.00 | ) | $ | (0.00 | ) | (0.00 | ) | $ | (0.00 | ) | |||||||
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Weighted Average Number of Common Shares Outstanding
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25,804,348 | 70,000,000 | 25,608,059 | 67,149,800 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
F-2
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GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Statements of Cash Flows
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(Unaudited)
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Nine months Ended
October 31,
2010
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Nine months Ended
October 31,
2009
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From Inception on
November 6,
2008 to
October 31,
2010
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Operating Activities
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Net (loss)
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$ | (22,895 | ) | $ | (14,106 | ) | $ | (38,870 | ) | |||
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Accounts Payable
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12,965 | - | 12,965 | |||||||||
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Net cash (used) for operating activities
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(9,930 | ) | (14,106 | ) | (25,905 | ) | ||||||
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Financing Activities
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Loans from Director
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- | - | 704 | |||||||||
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Sale of common stock
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- | 25,000 | 28,000 | |||||||||
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Net cash provided by financing activities
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- | 25,000 | 28,704 | |||||||||
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Net increase (decrease) in cash and equivalents
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(9,930 | ) | 10,894 | 2,799 | ||||||||
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Cash and equivalents at beginning of the period
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12,729 | 2,990 | - | |||||||||
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Cash and equivalents at end of the period
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$ | 2,799 | $ | 13,884 | $ | 2,799 | ||||||
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Supplemental cash flow information:
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Cash paid for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Taxes
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$ | - | $ | - | $ | - | ||||||
| Non-Cash Activities | $ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements
F-3
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
(Unaudited)
1. ORGANIZATION AND BUSINESS OPERATIONS
Global Resource Energy Inc. (formerly: Myriad International, Corp.)(“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 6, 2008. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through October 31, 2010 the Company has accumulated losses of $38,870.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $38,870 as of October 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
f) Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.
F-4
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is January 31.
k) Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”) and in doing so, authorized the Codification as the sole source for authoritative U.S. GAAP. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. Once it's effective, it will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC. SFAS No. 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification.
In June 2009, the FASB issued Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”). FAS 167 amends the consolidation guidance for variable interest entities (“VIE”) by requiring an on-going qualitative assessment of which entity has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. FAS 167 is effective for the Company beginning in 2010. The Company is currently assessing the impact of the standard on its financial statements.
In June 2009, the FASB issued Statement No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140 (“FAS 140”), Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“FAS 166”). FAS 166 amends the criteria for a transfer of a financial asset to be accounted for as a sale, redefines a participating interest for transfers of portions of financial assets, eliminates the qualifying special-purpose entity concept and provides for new disclosures. FAS 166 is effective for the Company beginning in 2010. Should the Company’s accounts receivable securitization programs not qualify for sale treatment under the revised rules, future securitization transactions entered into on or after January 1, 2010 would be classified as debt and the related cash flows would be reflected as a financing activity. The Company is currently assessing the impact of the standard on its securitization programs.
F-5
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 provides authoritative accounting literature related to evaluating subsequent events that was previously addressed only in the auditing literature, and is largely similar to the current guidance in the auditing literature with some exceptions that are not intended to result in significant changes in practice. SFAS 165 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective on a prospective basis for interim or annual financial periods ending after June 15, 2009.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.
On December 5, 2008, the Company issued 60,000,000 shares of common stock for total cash proceeds of $3,000.
During the period February 1, 2009 to April 30, 2009, the Company issued 7,700,000 shares of common stock at a price of $0.0025 per share for total cash proceeds of $19,250.
During the period May 1, 2009 to May 21, 2009, Company sold 2,300,000 shares of common stock at a price of $0.0025 per share for total cash proceeds of $5,750.
On December 22, 2009, the Company canceled and returned back to treasury 45,000,000 of shares.
As of October 31, 2010 there were 25,000,000 shares issued and outstanding.
All shares and per-share data have been restated to reflect 20:1 forward stock split. The Forward Stock Split was effectuated with a record date of November 27, 2009. The forward Stock Split was implemented taking into account our authorized share capital and number of issued and outstanding shares of common stock as of the Record Date. The par value for our shares of common stock remained the same at $0.001. Each of our shareholders holding one share of common stock was entitled to receive an additional 19 shares of our common stock.
4. INCOME TAXES
As of October 31, 2010, the Company had net operating loss carry forwards of approximately $38,870 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
Mr. Smirnov has advanced funds to the Company to pay any costs incurred by it. These funds are interest free. The balance due Mr. Smirnov was $ 704 on October 31, 2010.
F-6
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
(Unaudited)
6. SUBSEQUENT EVENT
Change in Corporate Name
Aura Bio Corp., now known as Global Resource Energy Inc., a corporation organized under the laws of the State of Nevada (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) to change its name from Aura Bio Corp. to Global Resource Energy Inc. The Amendment was filed with the Nevada Secretary of State on November 16, 2010. The change in name to Global Resource Energy Inc. was effected December 10, 2010 on the Over-the-Counter Bulletin Board marketplace upon clearance by FINRA. The new trading symbol for the shares of common stock of the Company trading on the Over-the-Counter Bulletin Board has been changed to “GBEND”. After twenty days from December 10, 2010, the “D” will be removed and the Company’s trading symbol with be GBEN.
The Amendment and change in corporate name to Global Resource Energy Inc. was approved by the Board of Directors by unanimous written consent resolutions dated November 9, 2010. The Amendment was subsequently approved by certain shareholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent resolutions dated November 9, 2010. The change in corporate name was authorized and approved by the Board of Directors to better reflect the Company’s future business operations.
Change in Authorized Capital
The Amendment filed with the Nevada Secretary of State also increased the Company’s authorized capital from75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common stock, par value.
Forward Stock Split
On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of three for one (3:1) of the Company’s total issued and outstanding shares of common stock (the “Forward Stock Split”). The Forward Stock Split was effectuated based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s best interests and those of its shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Forward Stock Split, including: (i) current trading price of the Company’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; and (ii) possible desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.
The Forward Stock Split was effectuated on December 10, 2010 based upon the filing with and acceptance by FINRA of the appropriate documentation. The Forward Stock Split will increase the Corporation’s total issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock. The common stock will continue to be $0.001 par value.
F-7
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
Global Resource Energy Inc. ("Global Resource", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on November 6, 2008. Global Resource is currently focusing its efforts in acquiring interests in the clean and sustainable fuel alternative sector, both domestically and internationally.
Plan of Operation
The Company has not yet generated any revenue from its operations. As of October 31, 2010, we had $2,799 of cash on hand. We incurred operating expenses in the amount of $8,144 during the quarter ended October 31, 2010. These operating expenses were comprised of general and administrative expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and have no current material commitments.
Management believes that if subsequent private placements are successful, we will be able to implement our business plan and begin to earn revenues. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
Results of Operations for the Period From November 6, 2008 (Date of Inception) to October 31, 2010 and for the Three Months Ended October 31, 2010
Lack of Revenues
We are a development stage company with limited operations since our inception on November 6, 2008 to October 31, 2010. We have not generated any revenues. As of October 31, 2010, we had total assets of $2,799 and total liabilities of $13,669. Since our inception to October 31, 2010, we have accumulated a deficit of $38,870. We anticipate that we will continue to incur substantial losses and our ability to generate any revenues in the next 12 months remains uncertain.
3
Expenses
We have accumulated total expenses of $38,870 since our inception on November 6, 2008 to October 31, 2010, including $38,870 in general and administrative expenses.
Our total expenses decreased by $5,644 to $8,144 for the three months ended October 31, 2010 from $2,500 for the three months ended October 31, 2009. For the three months ended October 31, 2010, total expenses were comprised of $8,144 in general and administrative expenses.
The types of expenses that we may categorize as general and administrative expenses include foreign exchange loss, transfer agent and filing fees, office supplies, travel expenses, rent, communication expenses (cellular, internet, fax and telephone), bank charges, advertising and promotion costs, office maintenance, courier and postage costs and office equipment.
Net Loss
Since our inception on November 6, 2008 to October 31, 2010, we have incurred a net loss of $38,870. For the three months ended October 31, 2010, we incurred a net loss of $8,144 compared to a net loss of $2,500 for the same period in 2009, which is a increase in net loss of $5,644 between the two periods resulting from increased general and administrative expense for the three months ended October 31, 2010.
Results of Operations for the Nine months Ended October 31, 2010
Lack of Revenues
We have not generated any revenues as of October 31, 2010.
Expenses
For the nine months ended October 31, 2010, our total expenses decreased by $11,165 to $11,730 from $22,895 for the nine months ended January 31, 2009. For the nine months ended October 31, 2010, total expenses were comprised of $11,730 in general and administrative expenses.
Net Loss
For the nine months ended October 31, 2010, we incurred a net loss of $11,730 compared to a net loss of $22,895 for the same period in 2009, which is a decrease in net loss of $11,165 between the two periods resulting from decreased general and administrative expenses the nine months ended October 31, 2010.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
4
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2010. Based on the evaluation of these disclosure controls and procedures, our sole officer concluded that our disclosure controls and procedures are effective.
Changes in internal controls
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Not applicable.
None.
5
None.
None.
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Exhibit Number
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Description
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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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.
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Global Resource Energy Inc.
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By: /s/ Harry Lappa
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Date: December 20, 2010
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Harry Lappa
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President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director
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6