Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[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: 333-149857
GLOBAL NUTECH, INC.
(Name of small business issuer in its charter)
NEVADA 26-0338889
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5412 Bolsa Avenue, Suite D
Huntington Beach, CA 92649
(Address of principal executive offices) (Zip Code)
(714) 373-1930
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act: NONE.
Securities registered under Section 12(g) of the Exchange Act: Shares of Common
Stock, $0.00001 Par Value Per Share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark 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 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 by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months
or for such shorter period that the registrant was required to submit such
files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
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", an "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act."
Large accelerated filer [ ] Accelerated filed [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $-0- State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant's most recently completed fiscal quarter.
$99,900, based on a price of $0.01 per share, being the price at which the
registrant last sold shares of its common stock.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of May 14, 2010, the Issuer
had 81,810,000 Shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not applicable.
GLOBAL NUTECH, INC.
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 2009
INDEX
PAGE
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PART I
3
ITEM 1. Description of Business. 5
ITEM 1A. Risk Factors. 7
ITEM 1B. Unresolved Staff Comments. 7
ITEM 2. Properties. 7
ITEM 3. Legal Proceedings. 7
ITEM 4,
PART II (Removed and Reserved).
ITEM 5. Market for Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities. 8
ITEM 6. Selected Financial Data. 8
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 9
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. 11
ITEM 8. Financial Statements and Supplementary Data. 11
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. 21
ITEM 9A(T). Controls and Procedures. 21
ITEM 9B. Other Information. 22
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance. 23
ITEM 11. Executive Compensation 24
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. 24
ITEM 13. Certain Relationships and Related Transactions
and Director Independence. 26
ITEM 14. Principal and Accountant Fees and Services. 26
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 27
SIGNATURES 28
2
PART I
Certain statements contained in this Annual Report on Form 10-K/A constitute
"forward-looking statements." These statements, identified by words such as
"plan," "anticipate," "believe," "estimate," "should," "expect," and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Annual Report. We
advise you to carefully review the reports and documents we file from time to
time with the Securities and Exchange Commission (the "SEC"), particularly our
Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.
As used in this Annual Report, the terms "we," "us," "our," "Bio-Clean," and the
"Company" refer to Global Nutech, Inc., formerly known as Bio-Clean, Inc., also
formerly known as Nature of Beauty, Inc., unless otherwise indicated. All dollar
amounts in this Annual Report are expressed in U.S. dollars, unless otherwise
indicated.
ITEM 1. DESCRIPTION OF BUSINESS.
CORPORATE BACKGROUND
The Company was incorporated under the laws of the State of Nevada on May 22,
2007. The Company is in the development stage as defined under Statement on
Financial Accounting Standards No. 7, Development Stage Enterprises ("SFAS
No.7"). Historically, the Company has been engaged in the business of purchasing
and distributing all-natural and organic everyday skin care products from
Russia. As of the date of this Annual Report, we have not commenced business
operations and we have not generated any revenues from the beauty product
business. In the later part of 2009, the Company's management and Board of
Directors deemed it to be in the best interests of the Company and its
stockholders for the Company to diversify its holdings across a broader range of
industry segments. Doing so would provide greater growth potential as well as
balance cyclical downturns. On October 16, 2009, we changed our name to
Bio-Clean, Inc. and commenced work on developing "green" products and
technologies, including unique cleaning and environmental remediation products.
BEAUTY PRODUCTS INDUSTRY
On January 10, 2008, we entered into Distribution and Marketing agreement with
our supplier "PKF AKS". We will offer our products to retail consumers, beauty
salons and department stores. We are planning to participate in various trade
shows to promote our beauty lines by presenting informational brochures and our
product samples. We also plan to target Russian and eastern European immigrants
in Canada. Today, vast majority of consumers prefer using organic skin care
products free of chemicals and harsh elements. Our distribution agreement with
"PKF AKS" will let us buy all of our products directly from the manufacturer. We
intend to sell organic and all-natural cosmetic products, which will allow a
user to look and feel younger and fresher without the use of harsh chemicals on
their skin. The following is a brief description, including its origin of each
brand that we intend to market in North America:
CHAROVNICA
Charovnica carries their patented all-natural cosmetic and skin care products.
The created products in the line combine in themselves the best qualities of
cosmetic and preventive means. Charovnica introduces fundamentally new
preparation called giaturon, which makes it possible to considerably strengthen
the work of cells of the skin and to constantly support its high tone, which
gives the possibility of stimulating metabolic processes and mitochondrial
activity of cells of the skin. Simply stated, this skin care line preserves
youth and vitality of your skin literally at the cellular level.
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VOLSHEBNAYA
This line introduces the placenta complex that contains all known ferments and
large group of amino acids. It is rich in the vitamins of complex B, C and E,
which, penetrating the cells of the skin, ensure their nourishment, accelerate
exchange of substances and strengthen respiration. Even though it is a new
company it is widely popular throughout eastern part of Russia and in Siberia.
Both Charovnica and Volshebnaya formulas are original, developed as a result of
prolonged studies with the application of science-intensive technologies, and
with the use only of natural components. As we expand our operations in the
future we may execute additional distribution contracts with other eastern
European suppliers of natural skin care lines.
AGREEMENT WITH OUR SUPPLIER
Our supplier, "PKF AKS", is a manufacturer, exporter, and distributor of organic
and all-natural cosmetics and skin care products located Russia. We intend to
market and distribute these items in North America. Under our Marketing and
Sales Distribution Agreement with "PKF AKS" dated January 10, 2007, "PKF AKS"
has agreed to sell us its products in the purpose of distribution.
SALES AND MARKETING STRATEGY
We intend to employ sales representatives who will focus on contacting skin care
distributors, independent retail stores and franchises, as well as online
distributors. We will attempt to execute other distribution contracts with the
distributors and retail stores that will sell our products at retail prices,
which are typically 20%-25% higher.
We also intend to develop a website intended to be a destination site for our
products. The site will offer a large array of products and by becoming a
"one-stop shopping" destination will significantly enhance the efficiency of the
purchasing process simultaneously reducing the time and cost of finding
reasonably priced salon products and supplies.
Our plan of operation for the twelve months following the date of this Annual
Report is to negotiate with individual suppliers and manufacturers to offer
their products on our website; to enter into additional distribution agreements
with skin care distributors, retail stores and outlets. We plan to take part in
various trade shows to promote our product and to meet potential clients.
SHARE OF MARKET
Our expected share of the skin care products market is difficult to determine
given that most of cosmetic distributors, beauty salons and stores are private
businesses that have no duty to publicly disclose their revenue, and skin care
products market is highly competitive. However, we believe that due to the vast
size of this market in North America, our market share will likely be less than
one percent. Furthermore, we will not be dependent upon a few major customers
for our business.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark nor do we
have pending patent or trademark applications.
NEED FOR GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
We do not believe that any government approval will be needed for our principal
products.
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COMPLIANCE WITH GOVERNMENT REGULATIONS
We do not believe that there are any government regulations applicable to our
intended business operations.
RESEARCH AND DEVELOPMENT EXPENSE
We have not incurred any research expenditures since our incorporation.
COSTS AND EFFECTS WITH COMPLIANCE WITH ENVIRONMENTAL LAWS
There should be costs or effective with compliance with environmental laws.
EMPLOYEES
We have no employees other than our executive officers.
ITEM 1A. RISK FACTORS.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
As of December 31, 2009, we had cash in the amount of $-0-. We currently have no
operations and no income. Our business plan calls for ongoing expenses in
connection with marketing and sales of porcelain. We do not have sufficient
funds on hand; therefore if we are unable to obtain additional funding we may
have to delay the implementation of our business plan. Our sources for obtaining
additional working capital are through issuing additional shares of common stock
or debt instruments.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
an investor's shares.
WE HAVE YET TO EARN REVENUE FROM OUR OPERATIONS AND, BECAUSE OUR ABILITIY TO
SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCIING, OUR
ACCOUTANTS BELIEVE THAT THERE IS A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN.
We have accrued net losses of $85,536 for the period from our inception on May
22, 2007 to December 31, 2009, and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations from the development of our mineral claim or our technology business.
These factors raise substantial doubt that we will be able to continue as a
going concern. Our independent registered public accounting firm expressed
substantial doubt about our ability to continue as a going concern given our
accumulated losses. This opinion could materially limit our ability to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital, we will not be able to complete our business
plan. As a result we may have to liquidate our business and investors may lose
their investment. Investors should consider our auditor's comments when
determining if an investment in Bio-Clean, Inc. is suitable.
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We were incorporated on May 22, 2007 and to date have been involved primarily in
organizational activities. We have not earned revenues as of the date of this
Annual Report and have incurred total losses of $85,536 from our incorporation
to December 31, 2009. Our ability to achieve profitability and positive cash
flow will dependent upon:
5
* our ability to locate suppliers who will sell products to our customers;
* our ability to attract customers who will buy products from our website;
* our ability to generate revenues through the sale of products.
We cannot guarantee that we will be successful in generating revenues in the
future. Failure to generate revenues will cause us to go out of business.
WE HAVE NO CLIENTS, CUSTOMER AND ONLY ONE SUPPLIER. EVEN IF WE OBTAIN CLIENTS
AND CUSTOMERS, WE MAY NOT BE ABLE TO GENERATE A PROFIT. IF THAT OCCURS WE WILL
HAVE TO CEASE OPERATIONS.
We have no clients or customers and only one supplier. We have not identified
any clients or customers and we cannot guarantee we will ever have any. If we
are unable to attract enough customers to buy the products from our website to
operate profitably, we will have to suspend or cease operations.
BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officers and directors intend to devote limited time to our operations. It
is possible that the demands on our officers and sole director from their other
obligations could increase with the result that they would no longer be able to
devote sufficient time to the management of our business. In addition, they may
not possess sufficient time for our business if the demands of managing our
business increase substantially beyond current levels.
BECAUSE OUR MANAGEMENT DOES NOT HAVE PRIOR EXPERIENCE IN THE MARKETING OF
PRODUCTS VIA INTERNET, WE MAY HAVE TO HIRE EXPERIENCED PERSONNEL OR SUSPEND OR
CEASE OPERATIONS.
Because our management does not have prior experience in the marketing of
products via the Internet, we may have to hire additional experienced personnel
to assist us with our operations. If we need the additional experienced
personnel and we do not hire them, we could fail in our plan of operations and
have to suspend operations or cease operations entirely.
BECAUSE WE WILL PURCHASE OUR PRODUCTS FROM OVERSEAS, A DISRUPTION IN THE
DELIVERY OF IMPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR
COMPETITORS.
We will import all of our products from overseas. Because we import all of our
products and deliver them directly to our customers, we believe that disruptions
in shipping deliveries may have a great effect on us. Deliveries of our products
may be disrupted through factors such as problems with shipping; increased
inspections of import shipments or other factors causing delays in shipments;
and economic crises, international disputes and wars.
THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WITH THE RESULT THAT AN
INVESTOR MAY NOT BE ABLE TO SELL ANY SHARES ACQUIRED AT A PRICE EQUAL TO OR
GREATER THAN THE PRICE PAID BY THE INVESTOR.
Our common shares are traded on the OTC Bulletin Board under the symbol "BOCL."
Companies traded on the OTC Bulletin Board have traditionally experienced
extreme price and volume fluctuations. In addition, our stock price may be
adversely affected by factors that are unrelated or disproportionate to our
operating performance. 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 of our
common stock. As a result of this potential volatility and potential lack of a
trading market, an investor may not be able to sell any of our common stock that
they acquire that a price equal or greater than the price paid by the investor.
6
BECAUSE OUR STOCK IS A PENNY STOCK, STOCKHOLDERS WILL BE MORE LIMITED IN THEIR
ABILITY TO SELL THEIR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system.
Because our securities constitute "penny stocks" within the meaning of the
rules, the rules apply to us and to our securities. The rules may further affect
the ability of owners of shares to sell our securities in any market that might
develop for them. As long as the trading price of our common stock is less than
$5.00 per share, the common stock will be subject to rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that:
1. contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
2. contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of securities laws;
3. contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the
spread between the bid and ask price;
4. contains a toll-free telephone number for inquiries on disciplinary
actions;
5. defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and 6. contains such other information and is in
such form, including language, type, size and format, as the SEC shall
require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with: (a) bid and offer quotations for the penny
stock; (b) the compensation of the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) a monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitably statement. These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for our stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
The Company does not own or lease any property.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and, to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 4. (REMOVED AND RESERVED).
7
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
GENERAL
Our authorized capital stock consists of 200,000,000 shares, of which
100,000,000 are shares of common stock, with a par value of $0.00001 per share,
and 100,000,000 are shares of preferred stock, with a par value of $0.00001 per
share. As of May 14, 2010, there were 81,810,000 shares of our common stock
issued and outstanding which were held of record by 116 stockholders. As of the
same date, there were no shares of the Series A, Series B or Series C preferred
stock issued and outstanding.
MARKET INFORMATION
Our shares of common stock commenced trading on the OTC Bulletin Board under the
symbol "BOCL" on May 21, 2008. Active trading in our common stock began on or
about October 16, 2009. The high and low bid price information for our common
stock is as follows:
Quarter ended September 30, 2009: Not available.
Quarter ended December 31, 2009: High Bid: $0.70 Low Bid: $0.04
Quotations provided by the OTC Bulletin Board reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
DIVIDENDS
We have not declared any dividends on our common stock since our inception.
There are no dividend restrictions that limit our ability to pay dividends on
our common stock in our Articles of Incorporation or Bylaws. Our governing
statute, Chapter 78 of the Nevada Revised Statutes (the "NRS"), does provide
limitations on our ability to declare dividends. Section 78.288 of the NRS
prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend:
(a) we would not be able to pay our debts as they become due in the usual
course of business; or
(b) our total assets would be less than the sum of our total liabilities plus
the amount that would be needed, if we were to be dissolved at the time of
distribution, to satisfy the preferential rights upon dissolution of
stockholders who may have preferential rights and whose preferential rights
are superior to those receiving the distribution (except as otherwise
specifically allowed by our Articles of Incorporation).
RECENT SALES OF UNREGISTERED SECURITIES
None.
PURCHASES OF EQUITY SECURITIES
None.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this Annual
Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are prepared
in accordance with United States Generally Accepted Accounting Principles.
We are a development stage company and have not generated any revenue to date.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
FISCAL YEAR ENDED DECEMBER 31, 2009 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2008.
Our net loss for fiscal year ended December 31, 2009 was ($47,119) compared to a
net loss of ($27,849) during fiscal year ended December 31, 2008 (an increase of
$19,630, or 69.2%). During fiscal years ended December 31, 2009 and December 31,
2008, we did not generate any revenue.
During fiscal year ended December 31, 2009, we incurred expenses of $47,119
compared to $27,489 incurred during fiscal year ended December 31, 2008 (an
increase of $19,630 or 69.2%).
Expenses incurred during fiscal year ended December 31, 2009 compared to fiscal
year ended December 31, 2008 increased primarily due to the increased scale and
scope of business operations. General and administrative expenses generally
include corporate overhead, financial and administrative contracted services,
marketing, and consulting costs.
The weighted average number of shares outstanding was 81,810,000 for fiscal year
ended December 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED DECEMBER 31, 2009
As at fiscal year ended December 31, 2009, our current assets were $-0- and our
total liabilities were $31,536. As at fiscal year ended December 31, 2009, total
liabilities were comprised of $1,580 of accrued expenses and $29,956 in loans
from a related party.
9
As at fiscal year ended December 31, 2008, our total assets were $15,783
comprised entirely of current assets. The decrease in total assets during fiscal
year ended December 31, 2009 from fiscal year ended December 31, 2008 was
primarily due to the decrease in cash and cash equivalents relating to payment
of our expenses.
Stockholders' equity decreased from $15,583 for fiscal year ended December 31,
2008 to ($31,536) for fiscal year ended December 31, 2009, a difference of
$47,119 or 302.4%.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For fiscal
year ended December 31, 2009, net cash flows used in operating activities were
($45,539) consisting primarily of a net loss of ($47,119). For fiscal year ended
December 31, 2008, net cash flows from operating activities was ($27,849)
consisting primarily of a net loss of ($27,849).
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For fiscal year ended December 31,
2009, we did not generate cash flow from financing activities in either the
fiscal years ended December 31, 2009 or December 31, 2008. Cash flows from
financing activities for fiscal year ended December 31, 2009 consisted of
$29,756 in loans from a related party.
We expect that working capital requirements will continue to be funded through
further issuances of securities. Our working capital requirements are expected
to increase in line with the growth of our business.
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity. In connection with our business plan, management
anticipates additional increases in operating expenses and capital expenditures
relating to: (i) acquisition of inventory; and (ii) working capital. We intend
to finance these expenses with further issuances of securities, and debt
issuances. Thereafter, we expect we will need to raise additional capital and
generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible debt securities will result in dilution to our current
shareholders. Further, such securities might have rights, preferences or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available or are not
available on acceptable terms, we may not be able to take advantage of
prospective new business endeavors or opportunities, which could significantly
and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 are material to investors.
10
GOING CONCERN
The independent auditors' report accompanying our December 31, 2009 and December
31, 2008 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS:
Page
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Audited financial statements as of December 31, 2009, including:
1. Report of Independent Registered Public Accounting Firms; 12
2. Consolidated Balance Sheets as of December, 2009 and 2008; 13
3. Consolidated Statements of Operations for the years ended
December 31, 2009 and 2008 and for the period from inception
on May 22, 2007 to December 31, 2009; 14
4. Consolidated Statements of Cash Flows for the years ended
December 31, 2009 and 2008 and for the period from inception
on May 22, 2007 to December 31, 2009; 15
5. Consolidated Statement of Stockholders' Equity for the period
from inception on May 22, 2007 through December 31, 2009; and 16
6. Notes to the Consolidated Financial Statements. 17
11
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Bio-Clean Inc., (fka Nature of Beauty Ltd.)
(A Development Stage Company)
We have audited the accompanying balance sheet of Bio-Clean Inc., (fka Nature of
Beauty Ltd.) (A Development Stage Company) as of December 31, 2009, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the year ended December 31, 2009 and since inception on May 22, 2007 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 conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 Bio-Clean Inc., (fka Nature of
Beauty Ltd.) (A Development Stage Company) as of December 31, 2009, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 2009 and since inception on May 22, 2007
through December 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2A to the
financial statements, the Company has had an accumulated deficit of $85,536, and
has earned no revenues since inception, which raises substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2A. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
--------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
May 14, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
12
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
BALANCE SHEETS
December 31, December 31,
2009 2008
-------- --------
ASSETS
Current Assets
Cash $ -- $ 15,783
-------- --------
Total Assets $ -- $ 15,783
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued Expenses $ 1,580 $ --
Advance from Related Party 29,955 200
-------- --------
Total Current Liabilities 31,535 200
-------- --------
Total Liabilities 31,535 200
-------- --------
Stockholders' Equity (Deficit)
Capital stock:
Preferred Stock, $0.00001 par value, 100,000,000 shares
authorized; 0 shares issued and outstanding at
December 31, 2009 and 2008, respectively -- --
Common Stock, $0.00001 par value, 100,000,000 shares
authorized; 81,810,000 and 9,090,000 shares issued and
Outstanding at December 31, 2009 and 2008, respectively 819 91
Additional Paid in Capital 53,181 53,909
Deficit accumulated during the development stage (85,535) (38,417)
-------- --------
Total Stockholders' Equity (Deficit) (31,535) 15,583
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ -- $ 15,783
======== ========
The accompanying notes are an integral part of
these audited financial statements.
13
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
From Inception on
For The Year For The Year May 22, 2007
Ended Ended through
December 31, December 31, December 31,
2009 2008 2009
------------ ------------ ------------
Revenues $ -- $ -- $ --
------------ ------------ ------------
Operating Expenses
General and administrative 47,118 27,849 85,535
------------ ------------ ------------
Total Operating Expenses 47,118 27,849 85,535
------------ ------------ ------------
Net Loss $ (47,118) $ (27,849) $ (85,535)
============ ============ ============
Loss per share - Basic and Diluted (0.00) (0.00)
============ ============
Weighted Average Number of Common
Shares outstanding 81,810,000 9,090,000
============ ============
The accompanying notes are an integral part of
these audited financial statements.
14
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the period May 22, 2007 (Inception) to December 31, 2009
Accumulated
Deficit
Additional During
Paid in Development
Common Shares Par Value Capital Stage Total
------------- --------- ------- ----- -----
Shares issued for cash - July 2007 45,000,000 $ 450 $ 4,550 $ -- $ 5,000
Shares issued for cash - August 2007 36,000,000 360 39,640 -- 40,000
Shares issued for cash - December 2007 810,000 9 8,991 -- 9,000
Net loss -- -- -- (10,568) (10,568)
---------- ------ -------- --------- ---------
Balance - December 31, 2007 81,810,000 819 53,181 (10,568) 43,432
Net Loss -- -- -- (27,849) (27,849)
---------- ------ -------- --------- ---------
Balance - December 31, 2008 81,810,000 819 53,181 (38,417) 15,583
Net Loss -- -- -- (47,118) (47,118)
---------- ------ -------- --------- ---------
Balance - December 31, 2009 81,810,000 $ 819 $ 53,181 $ (85,535) $ (31,535)
========== ====== ======== ========= =========
* In September 2009, the Company had a 9:1 forward stock split which is
retroactively stated.
The accompanying notes are an integral part of
these audited financial statements.
15
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception on
May 22, 2007 to
For the Year Ended December 31, December 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(47,118) $(27,849) $(85,535)
(Increase) decrease in current assets and liabilities:
Increase in accrued expenses 1,580 -- 1,580
-------- -------- --------
Net cash used in operating activities (45,538) (27,849) (83,955)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party 29,755 -- 29,955
Cash proceeds from sale of common stock -- -- 54,000
-------- -------- --------
Net cash provided by financing activities 29,755 -- 83,955
-------- -------- --------
Net increase (decrease) in cash and cash equivalents (15,783) (27,849) --
Cash and cash equivalents - beginning of the period 15,783 43,632 --
-------- -------- --------
Cash and cash equivalents - end of the period $ -- $ 15,783 $ --
======== ======== ========
SUPPLIMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
-------- -------- --------
Income taxes $ -- $ -- $ --
-------- -------- --------
The accompanying notes are an integral part of
these audited financial statements.
16
BIO-CLEAN, INC.
(A Development Stage Company)
Notes To Financial Statements
December 31, 2009
1. ORGANIZATION AND BUSINESS OPERATIONS
BIO-CLEAN, INC., formerly NATURE OF BEAUTY LTD., ("the Company") was
incorporated under the laws of the State of Nevada, U.S. on May 22, 2007. In
September 2009, the Company changed in name to Bio-Clean, Inc. and effected a
nine for one forward stock split of its common stock. The Company is in the
development stage as defined under Development Stage Enterprises (ASC 915) and
its efforts are primarily devoted in marketing and distributing beauty products
to North American market. 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, May
22, 2007 through December 31, 2009 the Company has accumulated losses of
$85,536.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation - Going Concern
The Company's financial statements are prepared using the accrual method of
accounting and have been prepared in accordance with generally accepted
accounting principles in the United States of America. 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 $85,536 as of December 31, 2009
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 loans from related parties and or private
placement of common stock.
b) 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.
c) Use of Estimates and Assumptions
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
17
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
d) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
e) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
f) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
715. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
g) Income Taxes
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109 (ASC 740), Accounting for Income Taxes. A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carry-forwards. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
of all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
h) Basic and Diluted Net Loss per Share
In February 1997, the FASB issued ASC 260, "Earnings Per Share", which specifies
the computation, presentation and disclosure requirements for earnings (loss)
per share for entities with publicly held common stock. ASC 260 supersedes the
provisions of APB No. 15, and requires the presentation of basic earnings (loss)
per share and diluted earnings (loss) per share. The Company has adopted the
provisions of ASC 260 effective May 22, 2007 (inception date).
Basic net loss per share amount is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share because diluted earnings per share
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.
18
i) Fiscal Periods
The Company's fiscal year end is December 31.
j) Recent Accounting Pronouncements
We have reviewed all the recent accounting pronouncements through ASU 2010-19
and do not believe any of these pronouncements will have a material impact on
the company.
3. INCOME TAXES
As of December 31, 2009, the Company had net operating loss carry forwards of
approximately $85,536 that may be available to reduce future years' taxable
income through 2029. 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. Accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
4. RELATED PARTY TRANSACTONS
During the year ended December 31, 2009 the Company received cash advances from
related party amounting to $29,756 to fund its operations. Advances from related
party of $29,956 are due on demand and non-interest bearing, and are recorded as
other current liability in the accompanying financial statements as of December
31, 2009.
5. COMMITMENTS AND CONTINGENCIES
A securities lawyer claims that the prior control group of the Company
contracted with him on behalf of the Company to perform securities legal work
during the year ended December 31, 2009. The attorney claims he was paid $15,000
and is still owed $3,000. However, the attorney has not provided the new control
group with a contract obligating the Company to pay. According, neither the
$18,000 of expense, nor the $3,000 in liability, has been reflected in our
financial statements as of December 31, 2009.
6. STOCKHOLDERS' EQUITY
The authorized capital of the Company is 100,000,000 Preferred shares with a par
value of $0.00001 and 100,000,000 common shares with a par value of $0.00001 per
share.
In July 2007, the Company issued 45,000,000 shares of common stock at a price of
$0.0001 per share for total cash proceeds of $5,000.
19
In August 2007, the Company issued 36,000,000 shares of common stock at a price
of $0.001 per share for total cash proceeds of $40,000.
In December 2007, the Company also issued 810,000 shares of common stock at a
price of $0.010 per share for total cash proceeds of $9,000.
During the period May 22, 2007 (inception) to December 31, 2007, the Company
sold a total of 81,810,000 shares of common stock for total cash proceeds of
$54,000.
In September 2009, the Company forward split its common shares 9 for 1. The
above amounts reflect this split. As of December 31, 2009, the Company had
81,810,000 shares of common stock outstanding taking into effect of forward
split of its common shares 9 for 1.
7. SUBSEQUENT EVENTS
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 5,000,000 shares of Series A Preferred
Stock, $0.00001 par value per share. Each share is convertible at any time into
$1.00 of Common Stock of the Company, has a liquidation value of $1.00 per
share, is not entitled to any dividends and has no voting rights other than
those prescribed the laws of the State of Nevada.
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 250,000 shares of Series B Preferred
Stock, $0.00001 par value per share. Each share is convertible at any time into
$1.00 of Common Stock of the Company, has a liquidation value of $1.00 per
share, is not entitled to any dividends and has no voting rights other than
those prescribed the laws of the State of Nevada.
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 80,000 shares of Series C Preferred
Stock, $0.00001 par value per share. Each share is convertible into 100 shares
of Common Stock of the Company, has liquidation rights equal to those of the
Company's common shares on an "as converted" basis, is not entitled to any
dividends and has voting rights which shall be counted on an "as converted"
basis times 100.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Effective on April 12, 2010, the Company dismissed its independent account,
Ronald R. Chadwick, P.C. Certified Public Accountant. The report of Ronald R.
Chadwick, P.C., Certified Public Accountant for the fiscal year ended December
31, 2008 contained no adverse opinion, disclaimers of opinion nor were they
modified as to uncertainty, audit scope or accounting principles, other than an
explanatory paragraph regarding the substantial doubt about the Company's
ability to continue as a going concern. The decision to dismiss Ronald R.
Chadwick, P.C. Certified Public Accountant was made by the Board of Directors on
April 12, 2010. At no time during the fiscal year ended December 31, 2008, nor
during the interim period from January 1, 2009 through April 12, 2010, were
there any disagreements with Ronald R. Chadwick, P.C., Certified Public
Accountant, whether or not resolved, on any matter of accounting principles or
practices, financials statement disclosures or auditing scope or procedure.
The Company disclosed the dismissal of Ronald R. Chadwick, P. C., Certified
Public Account and the subsequent appointment of Seale & Beers, Certified Public
Accountants in a Current Report on Form 8-K which was filed with the Securities
and Exchange Commission on April 20, 2010.
ITEM 9A(T). CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES.
Our management, with the participation of our Principal Executive Officer and
Principal Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of December 31, 2009. Based on this evaluation, our Principal
Executive Officer and our Principal Financial Officer concluded that our
disclosure controls and procedures were effective, at the reasonable assurance
level, during the period and as of the end of the period covered by this Annual
Report to ensure that information required to be disclosed by us in 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 rules and forms and that such information is accumulated and
communicated to our management as appropriate to allow timely decisions
regarding required disclosures.
Our management, including our Principal Executive Officer and Principal
Financial Officer, does not expect that our disclosure controls or procedures
will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute assurance that
the objectives of the control system are met. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving their
objectives. Further, the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within us have been detected. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Our internal controls over financial reporting are designed by, or under the
supervision of our Principal Executive Officer and Principal Financial Officer
or persons performing similar functions, and effected by our board of directors
and management, 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. Management
has the responsibility to establish and maintain adequate internal controls over
financial reporting. Our internal control over financial reporting includes
those policies and procedures that:
21
* Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States and
that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition or disposition of our assets that could
have a material effect on the financial statements.
Our management has evaluated the effectiveness of our internal control over
financial reporting as of December 31, 2009, based on the control criteria
established in a report entitled INTERNAL CONTROL -- INTEGRATED FRAMEWORK,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management concluded that our internal control
over financial reporting was effective as of December 31, 2009.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There has been no change in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act
during the fiscal year ended December 31, 2009 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this Annual
Report.
ITEM 9B. OTHER INFORMATION.
On March 19, 2010, we formed a subsidiary company, E-Clean Acquisitions
Corporation, a Nevada corporation.
On May 10, 2010, Darrin Holman resigned as President and a director of the
Company. E. G. Marchi, a director and our President was appointed President on
May 10, 2010.
22
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our executive officers and directors and their ages and titles as of May 14010
are as follows:
Name of Director Age Position
---------------- --- --------
E. G. Marchi 80 President, Secretary and a director
Rene Ponce 42 Chief Financial Officer and a director
E. G. MARCHI. Mr. Marchi was appointed a Director and Secretary on January 28,
2010 and President on May10, 2010. Since 2003, Mr. Marchi has been a consultant
for a number of small, medium and start-up companies, assisting in developing
business plans, market stratifying/planning., restructuring organizationally,
and structuring reverse mergers into public entities. Two of those companies,
Fuel Technologies Plus, Inc. and H2XOP, Inc. were involved in the business of
hydrogen generator enrichment systems for use in internal combustion engines.
Early in his business career, Mr. Marchi spent 11 years in management with IBM
Corporation which was followed by management positions with Greyhound
Corporation, Control Information, Inc. and South Pacific Industries, Inc.
RENE PONCE. Mr. Ponce was named a Director and Chief Financial Officer on
January 28, 2010. Mr. Ponce has been involved for over 20 years in management
roles, from 1997 to 2002 with K-Mart, 2004 to 2006 with Lowe's and 2006 to 2007
with Mervyn's. In 2007, he became an owner/operator of It's a Grind in San
Diego, CA. He continues in such capacity to date. In 2009, Mr. Ponce was named
President of American Bio-Tech Cleaning, Inc. of Huntington Beach, CA. He is
also Secretary and Chief Financial Officer of ACT Clean Technologies, Inc., the
parent company of American Bio-Tech Cleaning, Inc. The Company recently entered
into a joint venture agreement with ACT Clean Technologies, Inc., whereby
American Bio-Tech Cleaning, Inc. will provide bottling and distribution services
for the Company.
TERM OF OFFICE
Members of our board of directors are appointed to hold office until the next
annual meeting of our stockholders or until his or her successor is elected and
qualified, or until he or she resigns or is removed in accordance with the
provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no employees other than our executive officers.
COMMITTEES OF THE BOARD OF DIRECTORS
We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our board of directors.
AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable as we do not presently have an audit committee.
CODE OF ETHICS
We adopted a Code of Ethics applicable to our principal executive officer and
principal financial officer and certain other finance executives, which is a
"code of ethics" as defined by applicable rules of the SEC. If we make any
23
amendments to our Code of Ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our Code of Ethics to our principal executive officer and
principal financial officer, or certain other finance executives, we will
disclose the nature of the amendment or waiver, its effective date and to whom
it applies in a Current Report on Form 8-K filed with the SEC.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities
(collectively, the "Reporting Persons"), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulation to furnish us with copies of all forms they file pursuant to Section
16(a). Based on our review of the copies of such forms received by us, other
than as described below, no other reports were required for those persons. We
believe that, during the year ended December 31, 2009, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them, except
Darrin Holman, Olga Malitski and Alexander Ishutkin.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
We did not pay any compensation to our executive officers and director during
the fiscal year ended December 31, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
As at December 31, 2009, we did not have any outstanding equity awards.
EMPLOYMENT CONTRACTS
We have no employment contracts, termination of employment or change-in-control
arrangements with any of our executive officers or other employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
EQUITY COMPENSATION PLANS
We have no equity compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of May 14, 2010 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, (iii) each of
our named executive officers; and (iv) officers and directors as a group. Unless
otherwise indicated, the shareholder listed possesses sole voting and investment
power with respect to the shares shown.
24
Amount and
Nature of Percentage
Beneficial of Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
-------------- ------------------------------------ --------- --------
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock E. G. Marchi -0- 0%
Chief Executive Officer, President,
Secretary and Director (2)
Common Stock Rene Ponce -0- 0%
Chief Financial Officer and Director(2)
Common Stock All Directors and Executive Officers
as a Group (2 persons) -0- 0%
Amount and
Nature of Percentage
Beneficial of
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
-------------- ------------------------------------ --------- --------
5% STOCKHOLDERS
Common Stock Viewpoint Capital LLC(3) 12,000,000 14.68%
Direct
Common Stock Financial Capital Group LLC(4) 12,000,000 14.68%
Direct
Common Stock James E. Shipley(5) 8,000,000 9.77%
Direct
----------
NOTES:
(1) Based on 81,810,000 shares of our common stock issued and outstanding as of
May14, 2010. Under Rule 13d-3, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common stock actually
outstanding on May 14, 2010.
(2) The address is 895 Dove St., 3rd Floor, Newport Beach, CA 92660.
(3) The address is 5412 Bolsa Ave., Ste. B, Huntington Beach, CA 92649.
(4) The address is 16458 Bolsa Chica Rd., #419, Huntington Beach, CA 92649.
(5) The address is 16235 Whitecap Lane, Huntington Beach, CA 92649.
25
CHANGE IN CONTROL
There is no intent or plan for a change of control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us, other than
noted in this section:
(i) Any of our directors or officers;
(ii) Any person proposed as a nominee for election as a director;
(iii) Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
(iv) Any of our promoters; and
(v) Any relative or spouse of any of the foregoing persons who has the same
house as such person.
ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
The aggregate fees billed for the two most recently completed fiscal years ended
December, 2009 and 2008 for professional services rendered by the principal
accountant for the audit of our annual financial statements and review of the
financial statements included our Quarterly Reports on Form 10-Q and services
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods were as follows:
Year Ended Year Ended
December 31, December 31,
2009 2008
-------- --------
Audit Fees $ 7,500 $ 7,450
Audit Related Fees -0- -0-
Tax Fees -0- -0-
All Other Fees -0- -0-
-------- --------
TOTAL $ 7,500 $ 7,450
======== ========
26
PART IV
ITEM 15. EXHIBITS.
The following exhibits are filed as part of this Annual Report.
Exhibit No Desrcription of Exhibit Location
---------- ----------------------- --------
3.1 Articles of Incorporation Incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on
Form S-1 as filed with the
Securities & Exchange
Commission on March 21, 2008,
as subsequently amended.
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Registration Statement on
Form S-1 as filed with the
Securities & Exchange
Commission on March 21, 2008,
as subsequently amended.
3.3 Certificate of Amendment to Incorporated by reference to
Certificate of Incorporation the Schedule 14C Definitive
filed with the Nevada Secretary Information Statement filed
of State on October 8, 2009. with the Securities & Exchange
Commission on October on
October September 18, 2009.
3.4 Certificate of Designation of Incorporated by reference to
Series A Convertible Preferred the form 10-K filed
Stock filed with the Nevada May 17, 2010.
Secretary of State on March 29, 2010.
3.5 Certificate of Designation of Incorporated by reference to
Series B Convertible Preferred Stock the form 10-K filed
filed with the Nevada Secretary of May 17, 2010.
State on March 29, 2010.
3.6 Certificate of Designation of Incorporated by reference to
Series B Convertible Preferred Stock the form 10-K filed
filed with the Nevada Secretary of May 17, 2010.
State on March 29, 2010.
21.1 Subsidiaries. Incorporated by reference to
the form 10-K filed
May 17, 2010.
31.1 Certification of Chief Executive Included herein.
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Included herein.
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Included herein.
Officer pursuant to 18 U.S.C.
Section 1350.
32.2 Certification of Chief Executive Included herein.
Officer pursuant to 18 U.S.C.
Section 1350.
27
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL NUTECH, INC.
Date: January 10, 2011 By: /s/ E.G. Marchi
--------------------------------------
E. G. Marchi
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date: January 10, 2011 By: /s/ E.G. Marchi
---------------------------------------
E. G. Marchi
President and Director
(Principal Executive Officer)
Date: January 10, 2011 By: /s/ Rene Ponce
---------------------------------------
Rene Ponce
Chief Financial Officer and Director
(Principal Accounting Officer)
28
