Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period year ended June 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 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
incorporation or organization) Identification No.)
5412 Bolsa Ave, Suite D
Huntington Beach, California 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 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 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]
(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 August 13, 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.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
June 30, 2010
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets as of June 30, 2010 and December 31, 2009 (Unaudited) 3
Statements of Operations for the three-month and six-month periods
ended June 30, 2010 and 2009, and from May 22, 2007 (Inception)
through June 30, 2010 (Unaudited) 4
Statement of Stockholders' Equity (Deficit) from May 22, 2007
(Inception) Through June 30, 2010 (unaudited) 5
Statements of Cash Flows as of June 30, 2010 and 2009, and from
May 22, 2007 (Inception) through June 30, 2010 (Unaudited) 6
Notes to the Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4T. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 1A. Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. (Removed and Reserved) 15
Item 5. Other Information 15
Item 6. Exhibits 15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2010 2009
---------- ----------
ASSETS
Current Assets
Cash $ 1,193 $ --
---------- ----------
Total Assets $ 1,193 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued Expenses $ 2,912 $ 1,580
Advance from Related Party 63,146 29,955
---------- ----------
Total Current Liabilities 66,058 31,535
---------- ----------
Total Liabilities 66,058 31,535
---------- ----------
Stockholders' Deficit
Capital stock:
Preferred Stock, $0.00001 par value, 100,000,000 shares
authorized; 0 shares issued and outstanding at June 30, 2010
and December 31, 2009, respectively -- --
Common Stock, $0.00001 par value, 100,000,000 shares authorized;
81,810,000 and 9,090,000 shares issued and Outstanding at
June 30, 2010 and December 31, 2009, respectively 819 819
Additional Paid in Capital 53,181 53,181
Deficit accumulated during the development stage (118,865) (85,535)
---------- ----------
Total Stockholders' Deficit (64,865) (31,535)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 1,193 $ --
========== ==========
The accompanying notes are an integral part of
these unaudited financial statements.
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BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cummulative From
May 22, 2007
For the Three Months For The Six Months (Inception) to
Ended June 30, Ended June 30, June 30,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Operating Expenses
General and administrative 12,072 1,600 33,330 14,636 118,865
------------ ------------ ------------ ------------ ------------
12,072 1,600 33,330 14,636 118,865
------------ ------------ ------------ ------------ ------------
Net Loss $ (12,072) $ (1,600) $ (33,330) $ (14,636) $ (118,865)
============ ============ ============ ============ ============
Loss per share - Basic and
Diluted (0.00) (0.00) (0.00) (0.00)
============ ============ ============ ============
Weighted Average Number of
Common Shares outstanding 81,810,000 81,810,000 81,810,000 81,810,000
============ ============ ============ ============
The accompanying notes are an integral part of
these unaudited financial statements.
4
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 June 30, 2010
(UNAUDITED)
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)
Net Loss -- -- -- (33,330) (33,330)
---------- ------ -------- --------- ---------
Balance - June 30, 2010 81,810,000 $ 819 $ 53,181 $(118,865) $ (64,865)
========== ====== ======== ========= =========
* 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 unaudited financial statements.
5
BIO-CLEAN, INC.
(Formerly Known as Nature of Beauty Ltd.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cummulative From
May 22, 2007
For The Six Months (Inception) to
Ended June 30, June 30,
2010 2009 2010
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (33,330) $ (14,636) $ (118,865)
(Increase) decrease in current assets and liabilities:
Increase in accrued expenses 1,332 -- 2,912
Increase in advances from related party 33,191 (100) 63,146
---------- ---------- ----------
Net cash provided by (used in) operating activities 1,193 (14,736) (52,807)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of common stock -- -- 54,000
---------- ---------- ----------
Net cash provided by financing activities -- -- 54,000
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 1,193 (14,736) 1,193
Cash and cash equivalents - beginning of the period -- 15,783 --
---------- ---------- ----------
Cash and cash equivalents - end of the period $ 1,193 $ 1,047 $ 1,193
========== ========== ==========
SUPPLIMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
---------- ---------- ----------
Income taxes $ -- $ -- $ --
---------- ---------- ----------
The accompanying notes are an integral part of
these unaudited financial statements.
6
BIO-CLEAN, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
(UNAUDITED)
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 June 30, 2010, the Company has accumulated losses of $118,865.
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 $118,865 as of June 30, 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 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 in the United States of America 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.
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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.
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.
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3. INCOME TAXES
As of June 30, 2010, the Company had net operating loss carry forwards of
approximately $118,865 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. Accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
4. RELATED PARTY TRANSACTONS
A related party paid Company's obligations to vendors amounting to $63,146 to
fund its operations as of June 30, 2010. Advances from related party of $63,146
and $29,955, are due on demand non-interest bearing and unsecured, and are
recorded as a current liability in the accompanying financial statements as of
June 30, 2010 and December 31, 2009, respectively.
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 June 30, 2010 and December 31, 2009, respectively.
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. 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 June 30, 2010 and December 31, 2009, the
Company had 81,810,000 shares of common stock outstanding taking into effect of
the forward-split of its common shares 9 for 1.
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.
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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.
7. SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through August 13, 2010, the
date which the financial statements were available to be issued.
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ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010 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 of Financial Condition
and Results of Operation" and elsewhere in this Quarterly 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 Annual Report
on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form
8-K.
As used in this Quarterly 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.
INTRODUCTION
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 Quarterly 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.
RESULTS OF OPERATION
We are a development stage company and have not generated any revenue to date.
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.
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The summarized financial data is derived from and should be read in conjunction
with our unaudited financial statements for the three-month and six-month
periods ended June 30, 2010, including the notes to those financial statements
which are included in this Quarterly 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. Our unaudited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.
THREE-MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2010 COMPARED TO THE
THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2009.
Our net loss for the three-month and six-month periods ended June 30, 2010 was
$12,072 and $33,330 compared to a net loss of $1,600 and $14,636 during the same
comparable periods in 2009. During the three-month and six-month periods ended
June 30, 2010 and 2009, we did not generate any revenue.
During the three-month and six-month periods ended June 30, 2010, we incurred
general and administrative expenses of $12,072 and $33,330 as compared to $1,600
and $14,636 incurred during the same comparable periods in 2009. General and
administrative expenses incurred during the three-month and six-month periods
ended June 30, 2010, primarily related to corporate overhead, financial and
administrative contracted services such as legal, professional, accounting and
audit fees.
Our net loss during the three-month and six-month period ended June 30, 2010 was
$12,072 or $0.00 per share and $33,330 or $0.00 per share compared to a net loss
of $1,600 or $0.00 per share and $14,636 or $0.00 per share for the comparable
periods in 2009. The weighted average number of shares outstanding was
81,810,000 for the three-month and six-month periods ended June 30, 2010 and
2009, respectively.
LIQUIDITY AND CAPITAL RESOURCES
SIX-MONTH PERIOD ENDED JUNE 30, 2010
As of June 30, 2010, our current assets were $1,193 and our current liabilities
were $66,058, which resulted in negative working capital of $64,865 as compared
to negative working capital of $31,535 at December 31, 2009.
At June 30, 2010 current liabilities comprised of accrued expenses of $2,912 and
advances from a related party of $63,146 for a total of $66,058 as compared to
$31,535 in current liabilities at December 31, 2009. The increase in current
liabilities during the six-month period ended June 30, 2010 from December 31,
2009 was primarily due to advances from a related party for payment of corporate
and administrative overheads of the Company.
Stockholders' equity decreased from a capital deficiency of $31,535 at December
31, 2009 to capital deficiency of $64,865 at June 30, 2010.
CASH FLOWS FROM OPERATING ACTIVITIES
Cash flows from operating activities for the six-month period ended June 30,
2010 amounted to $1,193 due to increase in accrued expenses of $1,332 and
increase in advances from related party of $33,191.
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CASH FLOWS FROM INVESTING AND FINANCING ACTIVITIES
We had no cash flows from investing activities and financing activities during
the six-month period ended June 30, 2010 and 2009, respectively.
We expect that working capital requirements will continue to be funded through
loans or the 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
Our cash reserves are not sufficient to meet our obligations for the next twelve
month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of shares of our common stock. We may also seek
to obtain short-term loans from our directors or unrelated parties, although no
such arrangements have been made. At this time, we cannot provide investors with
any assurance that we will be able to obtain sufficient funding from the sale of
our common stock or through a loan from our directors or unrelated parties to
meet our obligations over the next twelve months. We do not have any
arrangements in place for any future equity financing.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have a material commitment for
fiscal year 2010. As of June 30, 2010, we are obligated to pay a related party
$63,146 for payments made to certain vendors on behalf of the Company. The
amounts due are non-interest bearing and payable upon demand.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
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.
GOING CONCERN
The independent auditors' report accompanying our December 31, 2009 financial
statements contained 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES.
The Company, under the supervision and with the participation of its management,
including the Chief Executive Officer and the Chief Financial Officer, evaluated
the effectiveness of the design and operation of the Company's "disclosure
controls and procedures" (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of June 30, 2010. There has been no change in the
Company's internal control over financial reporting during the quarter ended
June 30, 2010, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and, to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 1A. RISKS FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company did not sell or otherwise issue any securities during the quarter
covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
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ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
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.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this Quarterly Report.
Exhibit No.
-----------
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C.Section 1350.
32.2 Certification of Chief Executive Officer pursuant to 18
U.S.C.Section 1350.
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
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