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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended October 31, 2012
   
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from __________ to ______________

333-157558
(Commission File Number)
   
GLOBAL RESOURCE ENERGY INC.
(Exact name of registrant as specified in its charter)
   
Nevada
68-0677348
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
Bay #20, 4216 – 64th Ave SE, Calgary, AB, Canada
T2C 2B3
(Address of principal executive offices)
(Zip Code)
   
(403) 801-2755
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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

 
Yes [  ]  No [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

71,170,997 common shares outstanding as of December 14, 2012
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

 

 
2

 

GLOBAL RESOURCE ENERGY INC.
TABLE OF CONTENTS

   
 Page
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
  4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  13
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  15
     
Item 4.
Controls and Procedures
  15
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
  17
     
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.
Mine Safety Disclosures
  17
     
Item 5.
Other Information
  17
     
Item 6.
Exhibits
  17
     
 
SIGNATURES
  18


 
3

 

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine month periods ended October 31, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2013. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2012.

 
Page
   
Balance Sheets
5
   
Statements of Operations
6
   
Statements of Cash Flows
7
   
Notes to Unaudited Financial Statements
8 to 12

 

 
4

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
BALANCE SHEETS

Assets
 
October 31, 2012
(Unaudited)
   
January 31, 2012
(Audited)
 
Current Assets
           
Prepaid expenses
   
1,415
     
3,437
 
Total current assets
   
1,415
     
3,437
 
                 
Intangible assets, net
   
-
     
187,500
 
Total Assets
 
$
1,415
   
$
190,937
 
                 
Liabilities and Stockholders’ Equity (Deficit)
               
                 
Current Liabilities
               
Accounts payable
 
$
247,726
   
$
258,513
 
Advances payable
   
38,406
     
15,848
 
Total Current Liabilities
   
286,132
     
274,361
 
                 
Total Liabilities
   
286,132
     
274,361
 
                 
Stockholders’ Equity (Deficit)
               
Common stock, $0.001 par value, 250,000,000 authorized,
               
71,170,997 shares (October 31, 2012) and 41,171,000 shares (January 31, 2012) issued and outstanding, respectively
   
71,171
     
41,171
 
Additional paid-in-capital
   
304,329
     
304,329
 
Deficit accumulated during the development stage
   
(660,217
)
   
(428,924
)
Total stockholders’ equity (deficit)
   
(284,717
)
   
(83,424
)
Total liabilities and stockholders’ equity (deficit)
 
$
1,415
   
$
190,937
 
 
The accompanying notes are an integral part of these interim financial statements
 

 

 
5

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

               
From
 
               
Inception on
 
   
Three months
   
Nine months
   
November 6, 2008
 
   
Ended October 31,
   
Ended October 31,
   
To
 
   
2012
   
2011
   
2012
   
2011
   
October 31, 2012
 
                               
Revenues
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                         
Expenses
                                       
   General and administrative expenses
   
3,010
     
45,250
     
17,087
     
135,948
     
223,106
 
   Amortization
   
62,500
     
-
     
187,500
     
-
     
187,500
 
   Professional fees
   
3,188
     
8,000
     
26,706
     
56,300
     
128,681
 
   Management fees
   
-
     
40,000
     
-
     
130,000
     
130,000
 
Net (loss) from Operations before Taxes
   
(68,698
)
   
(93,250
)
   
(231,293
)
   
(322,248
)
   
(669,287
)
                                         
Debts forgiven
   
-
     
9,070
     
-
     
9,070
     
9,070
 
Provision for Income Taxes
   
-
     
-
     
-
     
-
     
-
 
Net (loss)
 
$
(68,698
)
 
$
(84,180
)
 
$
(231,293
)
 
$
(313,178
)
 
$
(660,217
)
                                         
(Loss) per common share – Basic and diluted
 
$
(0.00
)
 
$
(0.002
)
 
$
(0.004
)
 
$
(0.025
)
       
                                         
Weighted Average Number of Common  Shares Outstanding
   
71,170,997
     
36,257,957
     
62,083,407
     
12,304,480
         
                                         
 
 
The accompanying notes are an integral part of these interim financial statements
 

 

 
6

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

               
From
 
               
Inception on
 
   
Nine months
   
Nine months
   
November 6, 2008
 
   
Ended
   
Ended
   
To
 
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
 
                   
Operating Activities
                 
Net (loss)
 
$
(231,293
)
 
$
(313,178
)
 
$
(660,217
)
Adjustment to reconcile net loss to cash used by operations:
                       
Stock based compensation, management services
   
-
     
130,000
     
130,000
 
Amortization
   
187,500
     
-
     
187,500
 
Prepaid expenses
   
2,022
     
(4,187
)
   
(1,415
)
Accounts payable
   
19,213
     
171,517
     
277,726
 
Net cash (used) for operating activities
   
(22,558
   
(15,848
)
   
(66,406
)
                         
Financing Activities
                       
Advances payable
   
22,558
     
15,848
     
38,406
 
Sale of common stock
   
-
     
-
     
28,000
 
    Net cash provided by financing activities
   
22,558
     
15,848
     
66,406
 
                         
Net increase (decrease) in cash and equivalents
   
-
     
-
     
-
 
Cash and equivalents at beginning of  the period
   
-
     
-
     
-
 
Cash and equivalents at end of the period
 
$
-
   
$
-
   
$
-
 
                         
Supplemental disclosure of cash flow information and non-cash activities:
                       
Cash paid for Interest
 
$
-
   
$
-
   
$
-
 
Cash paid for income taxes
   
-
     
-
     
-
 
Stock based compensation, management services
   
-
     
90,000
     
130,000
 
Shares issued for settlement accounts payable
   
30,000
     
-
     
30,000
 
Shares issued to purchase intangible assets
   
-
     
-
     
187,500
 
   
$
30,000
   
$
90,000
   
$
347,500
 
                         
 
The accompanying notes are an integral part of these interim financial statements
 

 

 
7

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2012

1. ORGANIZATION AND BUSINESS OPERATIONS

Aura Bio Corp., now known as Global Resource Energy Inc., a corporation organized on November 6, 2008 under the laws of the State of Nevada (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) to change its name from Aura Bio Corp. to Global Resource Energy Inc. on November 16, 2010. The change in name to Global Resource Energy Inc. was effected December 10, 2010 on the Over-the-Counter Bulletin Board marketplace upon clearance by FINRA. The new trading symbol for the shares of common stock of the Company trading on the Over-the-Counter Bulletin Board has been changed to “GBEN”.

The Amendment and change in corporate name to Global Resource Energy Inc. was approved by the Board of Directors by unanimous written consent resolutions dated November 9, 2010. The Amendment was subsequently approved by certain shareholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent resolutions dated November 9, 2010. The change in corporate name was authorized and approved by the Board of Directors to better reflect the Company’s future business operations.

The Amendment filed with the Nevada Secretary of State also increased the Company’s authorized capital from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common stock, par value.

On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of three for one (3:1) of the Company’s total issued and outstanding shares of common stock (the “Forward Stock Split”). The Forward Stock Split was effectuated based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s best interests and those of its shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Forward Stock Split, including: (i) current trading price of the Company’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; and (ii) possible desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.

The Forward Stock Split was effectuated on December 10, 2010 based upon the filing with and acceptance by FINRA of the appropriate documentation. The Forward Stock Split increased the Corporation’s total issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock. The common stock will continue to be $0.001 par value, and all share values, references and amounts as presented in these financial statements reflect the impact of the forward split, retroactive to the date of inception.

On April 25, 2011, the Company received a resignation notice from Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares (pre-reverse-split) of the Company. This issuance resulted in a change of control of the Company, Mr. Roe having voting control over 52.6% of the Company’s issued and outstanding shares of common stock.

On April 26, 2011, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a for 1,000 reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011, and has been retroactively impacted to all shares and per share figures in these financial statements.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through the nine month period ended October 31, 2012 the Company has accumulated losses of $660,217.

 
8

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

b) Going Concern
The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $660,217 as of October 31, 2012 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 will be required to raise additional capital to fund its current and future operations, and there is no guarantee said capital will be available as required.

c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.

f) Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.
 
g) Identified intangible assets
 
Identified intangible assets with identifiable useful lives are generally amortized on a straight-line basis over the periods of benefit in accordance with ASC 350 (formerly SFAS No.142). We amortize all acquisition-related intangible assets that are subject to amortization over the estimated useful life based on economic benefit.
 
h) Stock-based Compensation
Stock-based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC 718, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. To date, the Company has not adopted a stock option plan and has not granted any stock options.


 
9

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

i) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

j) Basic and Diluted Net Loss per Share
The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

k) Fiscal Periods
The Company's fiscal year end is January 31.

3. IDENTIFIED INTANGIBLE ASSETS

On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. (“Patedma”) assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED. Under the terms of the assignment, the Company issued 1,000,000 shares to Patedma.  The value of the assets is $187,500 based on the fair market value of the shares on the issuance date. The agreement shall be terminated on 31stOctober, 2012 with the option to renew for a further period of 12 months subject to the consent.

As a result of the aforementioned agreement, we capitalized $187,500 as identified intangible assets with a life of nine months, the term of the existing distributorship agreement, which amount is subject to amortization on a monthly basis over the term.

   
October 31, 2012
   
January 31, 2012
 
Cost
 
$
187,500
   
$
187,500
 
Less accumulated amortization
   
(187,500
)
   
-
 
   
$
-
   
$
187,500
 

During the three and nine month period ended October 31, 2012, the Company recorded $62,500 and $187,500 as amortization expenses, respectively.

Subsequently, on November 1, 2012, the Distribution Agreement between Dongguan City Cled Optoelectronic Co. Ltd and Patedma Group Corp., DBA Kardings America remains in force and will be terminated on October 31, 2013.

On August 14, 2012, the Company announced further expansion into clean energy by signing a Letter of Intent to sell 49% of its exclusive North American Distribution of CLED Street Lights Rights to Balon Bleu Holdings LLC. This Letter of Intent for a 49% purchase of the Company's Exclusive North American Rights of the CLED Street


 
10

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2012

3. IDENTIFIED INTANGIBLE ASSETS – (continued)

Lights will provide capital and additional resources for the Company's entry into the North American Market with CLED Street lights.
 
Under the terms of the agreement Balon Bleu Holdings, a Nevada LLC, will pay an immediate deposit of $50,000 to the Company and $50,000 every month over the next five months for a total of $300,000 USD to earn a 49% assignment of interest for the North American Rights to the highly efficient CLED Street Lighting system.  No payment has yet been received as at October 31 2012, and Balon Bleu Holdings is considered to have defaulted on the agreement.

4. DEBT EXTINGUISHEMENT

As of November 1, 2010, the Company was indebted to North American Investments in the amount of $30,000 for services rendered. Such services included preparation of a business plan, monthly consulting and project identification and review. Such debt was recorded on the Company's balance sheet as an account payable. The Company and North American Investments had an understanding that this debt was to be treated as an investment by North American Investments in the Company and that the debt investment could be converted into equity at a later date at the discretion of North American Investments. The parties agreed on April 23, 2012, to memorialize such agreement in the form of Convertible Promissory Note date as of the date of North American's original investment in the Company, November 1, 2010. On April 26, 2012, the Company issued a total of 29,999,997 shares to settle the debt to North American in full.

5. COMMON STOCK

The authorized capital of the Company is 250,000,000 common shares with a par value of $ 0.001 per share.

On April 26, 2012, the Company issued a total of 29,999,997 shares in settlement of certain debt on the books of the Company. (ref: Note – 4 above)

As at October 31, 2012, we had a total of 71,170,997 shares issued and outstanding.

6. NEW ACCOUNTING PRONOUNCEMENTS

ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, is applicable to fiscal years beginning after December 15, 2011. Early application is permitted. The Company is currently assessing the impact this standard will have on its financial statements.

The Company does not expect the adoption of any other recent accounting pronouncements will have a material impact on its financial statements.

7. ADVANCES PAYABLE

During the nine month period ended October 31, 2012 the Company received an advance of $22,528 which amount was used to settle certain outstanding accounts payable and as deposits to certain vendors for services to be provided subsequent to the current period. The advance bears no interest and is due on demand.
 
 
11

 


GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2012


8. INCOME TAXES

The provision for income taxes at October 31, 2012 was comprised of federal alternative minimum tax. Significant components of deferred tax assets include net operating loss carryforwards and stock-based compensation. Due to the uncertainty of their realization, we have not recorded any income tax benefit as we have established valuation allowances for any such benefits.

9. SUBSEQUENT EVENTS
 
On November 8 2012, the company negotiated an extension on its licensing agreement with Patedma Group Corp. of Los Angeles, CA, the owner of Kardings America, to extend the exclusive distribution agreement for LED street lighting. This extension will allow the company to continue selling under Patedma's license agreement and will further solidify the company in the LED street light industry. The company has also signed a purchase agreement which transfers the beneficial rights to the company (GBEN), permanently. Included in this agreement is the purchase of the Kardings America brand name and identity. 
 
We have evaluated subsequent events through December 12, 2012. Other than those set out above, there have been no subsequent events after October 31, 2012 for which disclosure is required.
 
 

 
12

 

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

Forward Looking Statements

This current report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Background

We were incorporated in the State of Nevada under the name Myriad International, Corp. on November 6, 2008.

We filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of November 27, 2009, effecting the following corporate changes:

(1)
changing the Company’s name from Myriad International, Corp. to Aura Bio Corp.; and
(2)
effecting a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

On November 16, 2010, the Company filed an amendment with the State of Nevada to change its name to Global Resource Energy Inc.

At the report date our business plan is to be a distributor, licensor or reseller of clean technologies. On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED.

Liquidity & Capital Resources

We are a development stage company intending to engage in the licensing and reselling or distribution of clean technologies. We currently have one distribution contract for the distribution of LED lights. We have not yet commenced operations as we have no funding with which to undertake any distribution under our agreement. We have not generated any revenues and we expect to incur substantial costs while continuing to effect our business plan and meeting our ongoing corporate obligations and debt servicing.

 
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We had no cash on hand as of October 31, 2012 or as of January 31, 2012. We have current assets as at October 31, 2012 of $1,415, which are solely related to prepaid expenses ($3,437 as of January 31, 2012).  We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.
 
For the nine months period ended October 31, 2012, raised a total of $22,558 by way of advances payable as compared to $15,848 raised in financing activities for the nine months ended October 31, 2011.

We are a development stage company intending to engage in the licensing and reselling of clean technologies. To date we have not acquired any products, however, we are reviewing several opportunities, including a wind power project in the U.S.   We have not generated any revenues and we expect to incur substantial costs while continuing to effect our business plan and meeting our ongoing corporate obligations and debt servicing.

In order to meet all of our current commitments and fund operations for the next twelve months, we estimate that we will require a minimum of $300,000.  This figure is based on our current general and administrative costs and our estimation of funds that may be required for any inventory or licensing agreements. We currently have no funds and there is no assurance that sufficient funds will be available if and when required.

Our ability to meet our financial commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There are no assurances that we will be able to obtain required funds for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon obtaining further short and long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

The discussion contained herein is for the three and nine months ended October 31, 2012 and October 31, 2011. The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. There can be no assurance that we will be able to raise any funds required to maintain our reporting status or to fund operations.

Comparison of the three months ended October 31, 2012 to the three months ended October 31, 2011

During the three months ended October 31, 2012 and 2011, we earned no revenues from operations.

For the three months ended October 31, 2012, our net loss from operations decreased to ($68,698) from ($93,250) as at October 31, 2011. This decrease was mainly due to the decrease in general and administrative expenses to $3,010 from 45,250 as at October 31, 2011, in professional fees to $3,188 from $8,000 with comparable period and in management fee to nil from $40,000, which deduction were offset by an increase in amortization to $62,500 with no comparable amortization as at October 31.
 
Comparison of the nine months ended October 31, 2012 to the six months ended October 31, 2011

During the six months ended October 31, 2012 and 2011, we earned no revenues from operations.

 
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For the nine months ended October 31, 2012, our net loss from operations decreased substantially to ($231,293) from ($322,248) as at October 31, 2011. This decrease was mainly due to a decrease in general and administrative expenses from $135,948 (October 31, 2011) to $17,087 (October 31, 2012), professional fees from $56,300 (October 31, 2011) to $26,706 (October 31, 2012) and a decrease in management fees from $130,000 (October 31, 2011) to $Nil (October 31, 2012), which reductions were offset by an increase in amortization for October 31, 2012 totaling $187,500, with no comparable amortization as at October 31, 2011.

Period from inception, November 6, 2008 to October 31, 2012

Our revenues since inception to date have been $nil. Since inception, we have an accumulated deficit during the development stage of $660,217.  We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the development stage.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments that are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.
 
Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of October 31, 2012.


 
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Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of October 31, 2012, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that our internal control over financial reporting as of October 31, 2012 was not effective for the reason described herein.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of October 31, 2012.

 Management believes that the material weakness set forth above did not have an effect on our financial results.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. 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.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide on management’s report on this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
 

 
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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 1A.  RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities:

There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Number
Description
 
3.1
Articles of Incorporation
Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.2
Bylaws
Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.3
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010
Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
3.4
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
10.1
Assignment agreement between the Company and Patedma executed on January 26, 2012.
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
31.1
Section 302 Certification - Principal Executive Officer
Filed herewith
31.2
Section 302 Certification – Principal Financial Officer
Filed herewith
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
 

 
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SIGNATURES

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


   
GLOBAL RESOURCE ENERGY INC.
       
Date:
December 17, 2012
By:
/s/ Robert Baker
   
Name:
Robert Baker
   
Title:
President, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial & Accounting Officer)


 

 
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