Texas Gulf Energy Inc - FORM 10-Q/A

Attached files

file	filename
EX-21.1 - EXHIBIT 21.1 - Texas Gulf Energy Inc	v233414_ex21-1.htm
EX-32.1 - EXHIBIT 32.1 - Texas Gulf Energy Inc	v233414_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Texas Gulf Energy Inc	v233414_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Texas Gulf Energy Inc	v233414_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - Texas Gulf Energy Inc	v233414_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

x Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period year ended June 30, 2011

¨ 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 incorporation or organization)	(I.R.S. Employer Identification No.)

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 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 ¨ (Do not check if smaller reporting company)	Smaller reporting company x

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 31, 2011, the Issuer had 591,287,619 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-Q (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 Bio-Clean, Inc.

(A Development Stage Company)

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS		3

Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010		3

Statements of Operations for the six-month ended June 30, 2011 and 2010, and from May 22, 2007 (Inception) through June 30, 2011 (Unaudited)		4

Statements of Cash Flows as of June 30, 2011 and 2010, and from May 22, 2007 (Inception) through June 30, 2011 (Unaudited)		5

Notes to the Financial Statements (Unaudited)		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		16

Item 4. Controls and Procedures		16

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		16

Item 1A. Risk Factors		17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17

Item 3. Defaults Upon Senior Securities		17

Item 4. (Removed and Reserved)		17

Item 5. Other Information		17

Item 6. Exhibits		17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Global NuTech, Inc. and Subsidiary

(Formerly Known as Bio-Clean, Inc.)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(UNAUDITED)
ASSETS

Current Assets
Cash and cash equivalents	$	877		$	989
Total Current Assets		877			989

Total Assets	$	877		$	989

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued expenses	$	41,543		$	1,266
Advance from related parties		120,082			122,559
Note payable to related party - current portion		41,969			29,956
Total Current Liabilities		203,594			153,781

Notes payable		20,000			20,000

Total Liabilities		223,594			173,781

Stockholders' Deficit
Capital stock:
Preferred Stock, $0.00001 par value, 100,000,000 shares authorized:
Preferred Stock, Series A, $0.00001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively		-			-
Preferred Stock, Series B, $0.00001 par value, 250,000 shares authorized; 0 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively		-			-
Preferred Stock, Series C, $0.00001 par value, 80,000 shares authorized; 20,000 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively		-			-
Common Stock, $0.00001 par value, 1,400,000,000 shares authorized; 581,287,619 and 188,810,000 shares issued at June 30, 2011 and December 31, 2010 (inclusive of Treasury Stock); 355,787,619 shares and 188,810,000 shares outstanding at June 30, 2011 and December 31, 2010, respectively		3,558			1,889
Additional Paid in Capital		1,509,435			1,271,111
Treasury Stock, 225,500,000 shares and 0 shares at June 30, 2011 and December 31, 2010, respectively		-			-
Accumulated deficit during the development stage		(1,735,710	)		(1,445,792	)
Total Stockholders' Deficit		(222,717	)		(172,792	)

Total Liabilities and Stockholders' Deficit	$	877		$	989

The accompanying notes are an integral part of these unaudited financial statements.

Global NuTech, Inc. and Subsidiary

(Formerly Known as Bio-Clean, Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,						Cummulative From May 22, 2007 (Inception) to June 30,
	2011			2010			2011			2010			2011

Revenues	$	-		$	-		$	-		$	-		$	-
								-			-			-
Operating Expenses
General and administrative		30,917			12,072			130,892			33,330			986,417
Compensation to officer for services		5,000			-			156,250			-			168,250
Total Operating Expenses		35,917			12,072			287,142			33,330			1,154,667

Other (Income) Expenses:
Interest expense		1,099			-			1,976			-			2,443
Impairment of investment in joint ventures		-			-			-			-			577,000
		1,099			-			1,976			-			579,443

Loss from operations before income taxes		(37,016	)		(12,072	)		(289,118	)		(33,330	)		(1,734,110	)

Provision for income taxes		-			-			800			-			1,600

Net Loss	$	(37,016	)	$	(12,072	)	$	(289,918	)	$	(33,330	)	$	(1,735,710	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding		560,045,861			81,810,000			440,367,883			81,810,000

The accompanying notes are an integral part of these unaudited financial statements.

Global NuTech, Inc. and Subsidiary

(Formerly Known as Bio-Clean, Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Six Months Ended June 30,						Cummulative From May 22, 2007 (Inception) to June 30,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of net loss to net cash used in operating activities:
Net loss	$	(289,918	)	$	(33,330	)	$	(1,735,710	)
Issuance of stock to officers for services		86,250			-			98,250
Impairment of stock issued for joint ventures		-			-			577,000
Issuance of stock to consultants and employees for services		112,800			-			742,800
(Increase) decrease in current assets and liabilities:
Increase (decrease) in accrued expenses		40,277			1,332			41,544
Increase in advances from related party		50,479			33,191			202,993
Net cash used in operating activities		(112	)		1,193			(73,123	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from notes payable		-			-			20,000
Cash proceeds from sale of common stock		-			-			54,000
Net cash provided by financing activities		-			-			74,000

Net increase (decrease) in cash and cash equivalents		(112	)		1,193			877

Cash and cash equivalents - beginning of the period		989			-			-

Cash and cash equivalents - end of the period	$	877		$	1,193		$	877

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of advances to demand note payable	$	40,943		$	-		$	40,943
Conversion of demand note payable to common stock	$	40,943		$	-		$	40,943

The accompanying notes are an integral part of these unaudited financial statements.

GLOBAL NUTECH, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2011

(Unaudited)

1. ORGANIZATION AND BUSINESS OPERATIONS

Global NuTech, Inc., formerly Bio-Clean, Inc., ("the Company") was incorporated under the laws of the State of Nevada, U.S. on May 22, 2007. In September 2010, the Company changed its name to Global NuTech, Inc. In September 2009, the Company effectuated 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 of various products. Initially, the Company was involved with the marketing and distribution of beauty products in North America. In the fall of 2010, the Company shifted its focus to the marketing and sales of dietary supplements for both humans and animals and then moved on to products related to exploration, production and distribution of oil and gas. 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, 2011, the Company has accumulated losses of $1,735,710.

On September 15, 2010, the Company acquired 100% ownership interest in E-Clean Acquisitions Corporation (“EAC”), a Nevada corporation for an investment of $100. On May 18, 2011, the Company acquired 100% interest in NuTech Energy, Inc. (“NuTech”), a Nevada corporation for an investment of $100. The purpose of acquisitions of EAC and NuTech was for these wholly-owned entities to acquire other entities or enter into joint venture business partnerships.

Going Concern

The Company's consolidated 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 $1,735,710 as of June 30, 2011 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Global NuTech, Inc. and its wholly-owned subsidiaries E-Clean Acquisitions Corporation and NuTech Energy, Inc. All material intercompany transactions have been eliminated in the consolidation.

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.

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.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments and fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accrued expenses and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Stock-based Compensation

In accordance with ASC 718, Compensation – Stock Compensation, the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

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.

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 since their effect is anti-dilutive.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. As at June 30, 2011 and 2010, the Company has no items that represent a comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the consolidated financial statements.

Recent Accounting Pronouncements

We have reviewed all the recent accounting pronouncements through ASU 2011-07 and do not believe any of these pronouncements will have a material impact on the Company.

3. INVESTMENT IN SUBSIDIARIES

On September 15, 2010, the Company acquired 100% ownership interest in EClean Acquisition Corporation (EAC) from an officer of the Company for a consideration of $100. EAC had no assets, no liabilities and accumulated loss of $100. On February 22, 2011, the Company issued 225,500,000 shares of its common stock to EAC for acquisition of business entities. EAC did not make any acquisitions and held the shares issued as of June 30, 2011.

On May 18, 2011, the Company acquired 100% ownership interest in NuTech Energy, Inc. (“NuTech”) from an officer of the Company for a consideration of $100. NuTech had no assets, no liabilities and accumulated loss of $100. NuTech did not engage into any operations as of June 30, 2011.

4. INVESTMENT IN JOINT VENTURES AND IMPAIRMENT

On September 29, 2010, the Company’s wholly-owned subsidiary EAC entered into an agreement to invest in a Joint Venture (“JV”) with Robert Kavanaugh d/b/a Biotec Foods, a/k/a Agrigenic Food Company (“Agrigenic”). Both the parties mutually agreed to amend the closing date of the JV to October 8, 2010. Under the terms of the JV, EAC was to provide marketing, distribution and sales for Agrigenic, including its lines of dietary supplements for humans and animals for a period of ten years. Pursuant to the terms of the JV, net profits will be divided 60% to Agrigenic and 40% to EAC. On October 8, 2010, the Company issued 50,000,000 restricted shares of its common stock valued at $325,000 pursuant to Rule 144 restrictions of the Securities and Exchange Act of 1933, for EAC’s 40% share of investment in the JV. At December 31, 2010, the Company recorded an impairment of $325,000 in its financial statements for its investment in the JV. On May 18, 2011, both the parties mutually agreed to terminate their relationship and dissolve the JV as a part of the restructuring of the Company's business opportunities. Pursuant to the terms of the settlement agreement, the Company agreed to receive back the previously issued 50,000,000 shares of its restricted common stock, however, such shares remainded issued and outstanding as of June 30, 2011, and have not been cancelled by the Company as of that date.

On October 31, 2010, the Company's wholly owned subsidiary EAC entered into a Joint Venture Agreement with HIGA Corporation ("HIGA") for a ten year term. Under the Joint Venture Agreement, the Company was to provide marketing, distribution and sales for HIGA, including various rubber products, both generic in design and custom designed for specific product specifications. Net profits of the Joint Venture will be divided 80% to HIGA and 20% to the Company. On November 30, 2010, the Company issued 36,000,000 shares of its restricted common stock valued at $252,000 for EAC’s 20% investment in the Joint Venture as provided for in the Joint Venture Agreement. At December 31, 2010, the Company recorded an impairment of $252,000 in its financial statements for its investment in the joint venture. On May 9, 2011, both the parties mutually agreed to terminate their relationship and dissolve the JV as a part of the restructuring of the Company's business opportunities. Pursuant to the terms of the settlement agreement, the Company agreed to receive back the previously issued 36,000,000 shares of its restricted common stock, however, such shares remainded issued and outstanding as of June 30, 2011, and have not been cancelled by the Company as of that date.

As of June 30, 2011, the Company did not have any investments in any joint ventures.

5. RELATED PARTY TRANSACTONS

A related party paid Company’s obligations to vendors amounting to $120,082 to fund its operations as of June 30, 2011. Advances from related parties of $120,082 and $122,559, 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, 2011 and December 31, 2011, respectively.

On September 15, 2010, the Company acquired 100% of ownership interest in EAC from an officer of the Company for $100. The Company has recorded $100 as payable to related party in the accompanying financial statements as of June 30, 2011and December 31, 2010. The payable is eliminated in the consolidation of the financial statements.

On May 18, 2011, the Company acquired 100% ownership interest in NuTech from an officer of the Company for $100. The Company has recorded $100 as payable to related party in the accompanying financial statements as of June 30, 2011. The payable is eliminated in the consolidation of the financial statements.

On September 15, 2010, the Company issued 20,000 shares of preferred stock Series C, $0.00001 par value, valued at $12,000, to an officer of the Company for services performed. The shares were valued at the fair value on the date of issuance. These preferred shares shall be entitled to convert into 2,000,000 shares of common stock fully-paid and non-assessable shares at any time. The officer shall have super voting rights and for voting purposes, each Series C preferred share issued shall be counted as 10,000 shares of common stock per one (1) share of Series C preferred stock.

On November 22, 2010, the Company issued a promissory note in exchange of loans made by a related party amounting to $29,756. The terms and provisions of the promissory note allowed for the related party to demand payment of this note, in its sole discretion, in the form of cash or shares of common stock of the Company to cancel all or part of the principal amount of the note. Upon the related party’s election to receive payments on the note in the form of shares of Company’s common stock, the number of shares called for to be issued at any one time is to be determined by dividing the unpaid principal balance and accrued interest thereon, of the outstanding indebtedness, by a factor of $0.0003, subject to a limitation that at no time will this provision result in any holder of this note being issued or holding more than 4.99% of the total number of shares of the Company’s common stock which shall be issued and outstanding at the time of such conversion and exchanges. During the six months ended June 30, 2011, the related party converted all of $29,756 of the promissory note into 99,186,666 common shares. The Company recorded an interest expense of $477 for the six months ended as of June 30, 2011. The principal balance due on the promissory note amounted to $0 at June 30, 2011.

On April 26, 2011, the Company issued a promissory note in exchange of loans made by a related party amounting to $53,156 as of September 30, 2010. The terms and provisions of the promissory note allowed for the related party to demand payment of this note, in its sole discretion, in the form of cash or shares of common stock of the Company to cancel all or part of the principal amount of the note. Upon the related party’s election to receive payments on the note in the form of shares of Company’s common stock, the number of shares called for to be issued at any one time is to be determined by dividing the unpaid principal balance and accrued interest thereon, of the outstanding indebtedness, by a factor of $0.0003, subject to a limitation that at no time will this provision result in any holder of this note being issued or holding more than 4.99% of the total number of shares of the Company’s common stock which shall be issued and outstanding at the time of such conversion and exchanges. During the three months ended June 30, 2011, the related party converted $11,187 of the promissory note into 37,290,967 common shares. The Company recorded an interest expense of $699 on the promissory note as of June 30, 2011. The principal balance due on the promissory note amounted to $41,969 and interest accrued on the promissory note amounted to $699 as of June 30, 2011.

The Company sub-leases its office facilities under a non-cancellable lease from a related party starting January 1, 2010. The sub-lease term expires on July 1, 2011. Monthly rent of the sub-lease was $780 per month for the nine months ended September 30, 2010. Monthly rent increased to $2,030 per month starting October 1, 2010 due to the Company sub-leasing additional office space from the related party. Rent expense from related party recorded in the accompanying financial statements for the three months and six months ended June 30, 2011 and 2010 amounted to $6,090 and $15,680 and $2,340 and $4,680, respectively.

6. CONVERTIBLE NOTES PAYABLE

On November 2, 2010, the Company executed a convertible promissory note for $10,000 with 8% interest per annum, payable quarterly after the first year, such principal and interest all due and payable at the end of three (3) years from date hereof. The Company granted the Holder full recourse. The option granted by the Company to Holder, as additional consideration for said value received, is that the repayment for funds provided by Holder shall, at the sole election of Holder, be made in whole or in part at any time at Holder's discretion, in the form of shares of common stock of the Company in lieu of cash payments due; restricted under SEC Rule 144, but granting the Holder piggy back registration rights to have the Company include such shares for resale on any future registration of common stock of the Company, including but not limited to Regulation A. Upon election and notification by Holder, the Company shall cancel principal and interest payments due and convert such amounts to common restricted shares of Holder at a set conversion price; such conversion price for cancellation of amounts of payment for principal and interest due as described hereunder is set at a price per share reflecting a 20% discount from the average closing bid price for trading of such common shares for the previous ten business day period; however, at no time will this provision result in Holder being issued or holding more than a limit of 5% of the Company’s issued and outstanding total common shares at the time of such conversions. The Company recorded an interest expense of $200 and $400 for the three months and six months period ended June 30, 2011. The principal balance outstanding on the convertible note payable and accrued interest payable at June 30, 2011 was $10,000 and $512, respectively.

On December 22, 2010, the Company executed a convertible promissory note for $10,000 with 8% interest per annum, payable quarterly after the first year, such principal and interest all due and payable at the end of three (3) years from date hereof. The Company granted the Holder full recourse. This option granted by the Company to Holder, as additional consideration for said value received, is that the repayment for funds provided by Holder shall, at the sole election of Holder, be made in whole or in part at any time at Holder's discretion, in the form of shares of common stock of the Company in lieu of cash payments due; restricted under SEC Rule 144, but granting the Holder piggy back registration rights to have the Company include such shares for resale on any future registration of common stock of the Company, including but not limited to Regulation A. Upon election and notification by Holder, the Company shall cancel principal and interest payments due and convert such amounts to common restricted shares of Holder at a set conversion price; such conversion price for cancellation of amounts of payment for principal and interest due as described hereunder is set at a price per share reflecting a 20% discount from the average closing bid price for trading of such common shares for the previous ten business day period; however, at no time will this provision result in Holder being issued or holding more than a limit of 5% of the Company’s issued and outstanding total common shares at the time of such conversions. The Company recorded an interest expense of $200 and $400 for the three months and six months period ended June 30, 2011. The principal balance outstanding on the convertible note payable and accrued interest payable at June 30, 2011 was $10,000 and $437, respectively.

7. 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 by a third party and is still owed $3,000 by the Company. However, the attorney has not provided the new control group with a contract obligating the Company to pay. Accordingly, neither the $18,000 of expense, nor the $3,000 in liability, has been reflected in the Company’s financial statements as of June 30, 2011 and December 31, 2010, respectively.

8. STOCKHOLDERS' EQUITY

The authorized capital of the Company as of June 30, 2011 consists of (a) 100,000,000 preferred shares with a par value of $0.00001 per share, of which 5,000,000 shares are designated as Series A preferred shares with a par value of $0.00001; 250,000 shares are designated as Series B preferred shares with a par value of $0.00001; and 80,000 shares are designated as Series C preferred shares with a par value of $0.00001, and (b) 1,400,000,000 common shares with a par value of $0.00001 per share.

On October 8, 2010, the Company amended its Articles of Incorporation to increase its authorized capital for a total of One Billion Five Hundred Million (1,500,000,000) shares, One Billion Four Hundred Million (1,400,000,000) shares of which are of common stock, $0.00001 par value per share, and One Hundred Million (100,000,000) shares of preferred stock, $0.00001 par value, with Five Million (5,000,000) shares of preferred stock having previously been designated as Series A, Two Hundred Fifty Thousand (250,000) shares of preferred stock having previously been designated as Series B and Eighty Thousand (80,000) shares of preferred stock previously designated as Series C.

Common Stock

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.

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.

On October 8, 2010, the Company issued to Enzyme Bio Sciences, LLC 50,000,000 shares of its common stock valued at $325,000 for its 40% share of investment in a joint venture. The shares were issued at a fair value on the date issuance pursuant to the terms of joint venture agreements. On May 18, 2011, the joint venture was dissolved and pursuant to the terms of the mutually agreed settlement, Enzyme Bio Sciences, LLC agreed to return 50,000,000 shares of Company’s common stock to the Company. Such shares remained issued and outstanding as of June 30, 2011, and have not been cancelled by the Company as of June 30, 2011.

On November 30, 2010, the Company issued to HIGA Inc. 36,000,000 shares of its common stock valued at $252,000 for its 20% share of investment. The shares were issued at a fair value on the date issuance pursuant to the terms of joint venture agreements. On May 9, 2011, the joint venture was dissolved and pursuant to the terms of the mutually agreed settlement, HIGA, Inc. agreed to return 36,000,000 shares of Company’s common stock to the Company. Such shares remained issued and outstanding as of June 30, 2011, and have not been cancelled by the Company as of June 30, 2011.

During the six months ended June 30, 2011, the Company issued (a) 9,500,000 shares of its common stock to consultants for services, valued at $54,150, (b) 12,500,000 shares of its common stock to officers and directors as compensation for services, valued at $86,250, (c) 8,500,000 shares of its common stock to independent contractors for services valued at $58,650, (d) 225,500,000 shares of its common stock to its wholly-owned subsidiary EAC valued at $1,555,950 for acquisition of business entities, (e) 69,477,619 shares of common stock to satisfy indebtedness of $29,756 towards a related party promissory note dated November 22, 2010, and (f) 67,000,000 shares of common stock to satisfy indebtedness of $20,100 towards a related party promissory note of $53,156 dated April 26, 2011.

In September 2009, the Company forward-split its common shares 9 for 1. As of June 30, 2011 and December 31, 2010, the Company had 581,287,619 shares and 188,810,000 shares of common stock issued taking into effect of the forward-split of its common shares 9 for 1. The total number of shares issued at June 30, 2011 includes 225,500,000 shares of common stock issued to its wholly-owned subsidiary EAC which are deemed as treasury shares.

Preferred Stock Series C

The Company’s Articles of Incorporation authorize the issuance of 80,000 shares of $0.00001 par value Class C Preferred Stock. Under the Company’s Articles, the Board of Directors has the power, without further action by the holders of the Common Stock, to designate the relative rights and preferences of the preferred stock, and issue the preferred stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the Common Stock or the Preferred Stock of any other series. The issuance of Preferred Stock may have the effect of delaying or preventing a change in control of the Company without further shareholder action and may adversely affect the rights and powers, including voting rights, of the holders of Common Stock. In certain circumstances, the issuance of preferred stock could depress the market price of the Common Stock.

The Series C preferred shares shall not be entitled to receipt of any dividend and the Company’s board of directors shall not declare any dividends in respect of the Series C preferred shares. The holders of Series C preferred shares shall be entitled to convert each whole number of Series C preferred share into 100 shares of common stock issuable upon conversion. The holders of Series C preferred shares and the holders of common stock shall vote together and not as separate classes. For voting purposes, each Series C preferred share shall be counted as 10,000 shares of common stock per one (1) share of Series C preferred stock. For the purposes of calculating the number of shares to be voted and only for such purpose, the Series C preferred shares shall be deemed not to be subject to any reverse split of the common stock of the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series C preferred shares shall have liquidation preference equal to that of the holders of common stock of the Company, and each Series C preferred share shall be counted as 10,000 shares of common stock per one (1) share of Series C preferred share. All shares of Series C preferred stock shall be junior rank to all shares of Series A and Series B preferred shares in respect to all preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

The Company shall not effectuate any conversion of any Series C preferred share and no holder of any Series C preferred share shall have the right to convert and Series C preferred share to the extent that after giving effect to such conversion such person (together with such person’s affiliates) (a) would beneficially own in excess of 4.9% of the outstanding shares of the common stock following such conversion and (B) would have acquired, through conversion of any Series C preferred share or otherwise (including without limitation, exercise of any warrant), in excess of 4.9% of the outstanding shares of the common stock following such conversion.

On September 15, 2010, the Company issued 20,000 shares of preferred stock Series C, $0.00001 par value, valued at $12,000, to an officer of the Company for services performed. These preferred shares shall be entitled to convert into 2,000,000 shares of common stock fully-paid and non-assessable shares at any time. The officer shall have super voting rights and for voting purposes, each Series C preferred share issued shall be counted as 10,000 shares of common stock per one (1) share of Series C preferred stock.

As of June 30, 2011, 20,000 shares of preferred stock Series C remain outstanding.

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 10, 2011, the date which the financial statements were available to be issued.

On July 19, 2011, the shareholders of record as of the close of business on July 18, 2011 approved a 1-for-300 reverse stock split of the issued and outstanding shares of common stock, such that each three hundred (300) shares of common stock, $0.00001 par value, issued and outstanding immediately prior to the effective date (the “Old Common Stock”) shall be recombined, reclassified and changed into one (1) share of the Company’s common stock, $0.00001 par value (the “New Common Stock”), with any fractional interest rounded up to the nearest whole share provided that, no stockholder of record as of the effective date of the reverse split shall have fewer than one hundred (100) shares of New Common Stock (the “Reverse Stock Split”).

On July 10, 2011, the Company issued 10,000,000 shares of it's common stock upon conversion of $3,000 of principal of it's promissory note dated April 26, 2011.

On July 15, 2011, the Company received back 36,000,000 shares of its common stock from HIGA Corporation and 50,000,000 shares of common stock from Enzyme Bio Sciences, LLC pursuant to the cancellation of its investments in joint ventures.

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 March 31, 2011 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," "Global NuTech," and the "Company" refer to Global NuTech, Inc., formerly known as Bio-Clean, Inc. and Nature of Beauty, Inc., unless otherwise indicated. All dollar amounts in this Quarterly 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. In September 2010, we again changed our name to Global NuTech, Inc. The name change better denotes the multi-faceted lines of business in which we intend to operate. With the increase in authorized shares of our common stock will permit us to further expand our operations through future acquisitions or joint venture arrangements. The change of name became effective on October 8, 2010.

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.

The summarized financial data is derived from and should be read in conjunction with our unaudited financial statements for the six-month period ended June 30, 2011, 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, 2011 COMPARED TO THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2010.

During the three-month and six-month periods ended June 30, 2011, we incurred general and administrative expenses of $30,917 and $130,892 as compared to $12,072 and $33,330 incurred during the same comparable periods in 2010, an increase of $18,845 and $97,562, respectively. The increase in general and administrative expenses primarily related to increased corporate overhead, financial and administrative contracted services such as legal, professional, accounting and audit fees., including issuance of restrict common stock to consultants for services rendered.

During the three-month and six-month periods ended June 30, 2011, we incurred expenses relating to compensation to officers for services of $5,000 and $156,260, compared to no compensation paid for services during the same comparable periods in 2010. Compensation paid to officers in common stock amounted to $156,260 for the six months ended June 30, 2011. During the three-month and six-month periods ended June 30, 2011, we incurred interest expense of $1,099 and $1,976 compared to no interest expense during the same comparable periods in 2010.

Our net loss during the three-month and six-month periods ended June 30, 2011 was $37,016 and $289,918, or $0.00 per share for each period, compared to a net loss of $12, 072 and $33,330, or $0.00 per share for each period, for the same comparable periods in 2010. Our cumulative loss from May 22, 2007 (inception) to June 30, 2011 amounted to $1,735,710. The weighted average number of common shares outstanding for the three-month and six-month periods ended June 30, 2011 was 560,045,861 and 440,367,883, compared to 81,810,000 for both the three-month and six-month periods ended June 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

SIX-MONTH PERIOD ENDED JUNE 30, 2011

As of June 30, 2011, our current assets were $877 and our current liabilities were $203,594, which resulted in negative working capital of $202,717 as compared to negative working capital of $152,792 at December 31, 2010. At June 30, 2011, current liabilities comprised of accrued expenses of $41,543, a note payable of $41,969 and advances from related parties of $120,082 for a total of $203,594 as compared to $153,781 in current liabilities at December 31, 2010. The increase in current liabilities during the six-month period ended June 30,2011 was primarily due to in increase in accrued expenses relating to professional and legal fees and conversion of advance from a related party to a promissory note. Stockholders' equity decreased from a capital deficiency of $172,792 at December 31, 2010 to capital deficiency of $222,717 at June 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash used in operating activities for the six-month period ended June 30, 2011 amounted to $112 primarily due to a net loss of $289,918 offset by issuance of common stock to officers and consultants for services amounting to $199,050, an increase in accrued expenses of $40,277 and increase in advances from related party for administrative expenses totaling $50,479.

CASH FLOWS FROM INVESTING AND FINANCING ACTIVITIES

We had no cash flows from investing activities and financing activities during the three-month period ended June 30, 2011. 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 June 30, 2011, we had no material commitments.

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, 2010 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. This “going concern” issue remains through the period covered by this Quarterly Report. 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer/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/Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2011. There has been no change in the Company's internal control over financial reporting during the quarter ended June 30, 2011, 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 issued an aggregate of 37,290,967 shares of its common stock to satisfy indebtedness of $11,187 towards a Promissory Note of $53,156, dated April 26, 2011. All of the shares of common stock were issued pursuant an exemption provided by Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

On May 3, 2011, the Company announced that it had made a decision to focus its business on the Technology and Energy markets and to undergo a major capital restructuring of various joint venture entered into by its wholly- owned subsidiary, E-Clean Acquisitions, Inc. which will result in a cancellation of approximately 350,000,000 shares of its common stock currently outstanding. In connection with this restructuring, on May 5, 2011, the Company announced the cancellation of its joint venture with HIGA Corporation and agreed to receive back 36,000,000 shares of its common stock issued to the joint venture. On May 18, 2011, the Company announced the cancellation of its joint venture with Agrigenic Food Company, and the Company agreed to receive back 50,000,000 shares of its common stock issued to the joint venture. The shares represented by both of these transactions remained issued and outstanding as of June 30, 2011.

On July 19, 2011, the shareholders of record at the close of business on July 18, 2011, approved a 1-for-300 reverse split of the issued and outstanding share of common stock, such that each three hundred (300) shares of common stock, $0.00001 par value, issued and outstanding immediately prior to the effective date (the ”Old Common Stock”) shall be recombined, reclassified and changed into one (1) share of the Company's common stock, $0.00001 par value (the “New Common Stock”), with any fractional interest rounded up to the nearest whole share provided, that no stockholder of record as of the effective date of the reverse split shall have fewer than one hundred (100) shares of the New Common Stock (the “Reverse Split”). The effective date of the Reverse Split was tentatively scheduled for August 22, 2011. The effective date is pending, subject to regulatory approval.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this Quarterly Report.

Exhibit No.	Description 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 Articles of Incorporation filed with the Nevada Nevada Secretary of State on October 8, 2009.	Incorporated by reference to the Schedule 14C - Definitive Information Statement filed with the Securities & Exchange Commission on October on October September 18, 2009.

3.4	Certificate of Designation of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 29, 2010.	Incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K filed With the Securities and Exchange Commission on May 17, 2010.

3.5	Certificate of Designation of Series B	Incorporated by reference to Exhibit 3.5 of the
	Convertible Preferred Stock filed with the	Company’s Annual Report on Form 10-K filed
	Nevada Secretary of State on March 29, 2010.	With the Securities and Exchange Commission on
		May 17, 2010.

3.6	Certificate of Designation of Series C	Incorporated by reference to Exhibit 3.6 of the
	Convertible Preferred Stock filed with the	Company’s Annual Report on Form 10-K filed
	Nevada Secretary of State on March 29, 2010.	With the Securities and Exchange Commission on
		May 17, 2010.

3.7	Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on September 2, 2010 (effective October 8, 2010).	Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010.

21.1	Subsidiaries.	Included herein.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included herein.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included herein.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.	Included herein.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.	Included herein.

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:	September 2, 2011	By:	/s/ E. G. Marchi
			E. G. Marchi President

Attached files

Texas Gulf Energy Inc Reports

Also read