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 February 28, 2012

 

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

 

Commission File Number 000-33271

 

GLOBAL BIOTECH CORP

(Exact name of registrant as specified in its charter)

 

DELAWARE (State of Incorporation)		98-0229951 (I.R.S. Employer Identification No.)
2711 Centreville Rd, Suite 400 Wilmington, Delaware (Address of principal executive offices)		19808   (Zip Code)

302-288-0658

(Registrant’s telephone number, including area code)

 

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 [x] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [x] 

 

Indicate by check mark whether the registrant is a shell company (as determined 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 has filed all documents and reports required to be filed by Sections 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:

 

As of August 7, 2013, the aggregate market value of the issuer's common stock based on its reported price on the OTC Bulletin Board held by non-affiliates of the issuer was approximately $114,903. 

 

As of August 7, 2013, the Registrant had 82,073,890 shares of Common Stock outstanding.

INDEX
		Page
PART I: FINANCIAL INFORMATION		2
Item 1. Financial Statements		2
Balance Sheets at February 29, 2012 (Unaudited) and November 30, 2011		2
Statements of Operations (Unaudited) for the Three months ended February 29, 2012 and February 28, 2011 and from Inception (November 2, 1998) to February 29, 2012.		3
Statement of Cash Flows (Unaudited) for the Three months ended February 29, 2012 and February 28, 2011 and from Inception (November 2, 1998) to February 29, 2012.		4
Notes to the Financial Statements (Unaudited).		5
Item 2. Plan of Operations		7
Item 3. Controls and Procedures		9
PART II: OTHER INFORMATION		10
Item 6. Exhibits and Reports On Form		10
SIGNATURES		10

 

GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
			February 29, 2012				November 30, 2011
			(Unaudited)
ASSETS
Current Assets
Cash		$	14			$	9
Prepaid Expenses			132,982				145,449
Short Term Investments			189,985				183,003
Total current assets			322,981				328,461
Property & Equipment (Net)			172,858				172,858
Total Assets		$	495,839			$	501,319
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank overdraft		$	—			$	—
Accounts payables  and accrued liabilities			798,488				792,901
Notes Payable related party			44,897				44,381
Total current liabilities			1,191,312				1,157,954
Liabilities			2,034,697				1,995,236
Stockholders' Equity
Preferred stock, $0.0001 par value authorized 80,000,00 shares 0 shares issued and outstanding February 29, 2012 and November 30, 2011			—				—
Common stock, $0.0001 par value authorized 260,000,000 shares: issued and outstanding 82,073,890 February 29, 2012 and 82,073,890 November 30, 2011			8,207				8,207
Paid in capital			1,667,790				1,667,790
Deficit accumulated during the development stage			(3,214,855	)			(3,169,914	)
Total Stockholders' Equity			(1,538,858	)			(1,493,917	)
Total liabilities and Stockholders' Equity		$	495,839			$	501,319
See the accompanying notes to financial statements.

 

GLOBAL BIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
		Three Months Ended Feburary 29, 2012				Three Months Ended Feburary 28, 2011				From inception (November 2, 1998) to Feburary 29, 2012
Revenues:		$	—			$	—			$	944,811
Cost of Revenues:			—				—				603,063
			—				—				341,748
Operating Expenses:
Bad Debt Exp.			—				—				120,844
Licensing rights			—				—				700,000
Depreciation Exp			—				—				73,274
Marketing			—				—				236,266
Professional Fees			2,000				3,000				216,295
Selling, general and administrative expenses			12,462				172,573				1,528,318
Total Operating Expenses			14,462				175,573				2,874,997
(Loss) before other income (expense)			(14,462	)			(175,573	)			(2,533,249	)
Other income (expense):
Other income			—				—				85,005
Foreign exchange			(15,868	)			(14,829	)			(44,760	)
Interest income			2,287				2,193				130,328
Interest Expense			(16,898	)			(15,330	)			(457,131	)
Gain on Sale of Investment			—				—				359,583
Impairment Loss			—				—				(763,403	)
Write down - leasehold improvements			—				—				(2,663	)
Write down - Notes receivable			—				—				11,435
Total other income (Expense)			(30,479	)			(27,966	)			(681,606	)
Net (Loss)		$	(44,941	)		$	(203,539	)		$	(3,214,855	)
Basic weighted average common shares outstanding			82,073,890				67,540,585
Basic (Loss) per common share		$	(0.00	)		$	(0.00	)
See the accompany notes to financial statements.

  

GLOBALBIOTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows (Unaudited)
		Three months ended								From Inception (Nov. 2, 1998)
		February 29, 2012				February 28, 2011				to February 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(44,941	)		$	(203,539	)		$	(3,214,855	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense			—				—				73,274
Common stock issued for services			—				154,000				436,143
Gain on sale of Investment											(359,583	)
Impairment Loss											763,403
Write down of leasehold improvements			—				—				2,663
Write down of notes receivable			—				—				(11,435	)
Accrued interest expense - note payable			16,898				15,330				347,643
Accrued interest income - note receivable			(2,287	)			(2,193	)			(124,802	)
Changes in operating assets and liabilities
(Increase) Decrease  - acc receivable/prepaids			12,467				12,467				(132,982	)
(Increase) Decrease in notes receivable			(4,695	)			—				(464,874	)
Increase (decrease) - accounts payable			5,587				7,713				798,488
Net Cash Provided by (used in) Operating Activities			(16,971	)			(16,222	)			(1,886,917	)
Cash Flows from Investing Activities
Net sale (purchase of fixed assets			—				—				(60,937	)
Purchase of short term investments			—				(6,880	)			(168,560	)
Proceeds from sale of investment shares			—				—				489,061
Net Cash Provided by (used in) Investing Activities			—				(6,880	)			259,564
Cash Flows from Financing Activities
Bank Advances			—				(32	)			—
Issue of Common stock			—				—				156,262
Payment of common stock subscription receivable			—				—				206,239
Payment of note receivable			—				—				—
Proceeds from notes payable			16,976				23,215				1,264,866
Net Cash provided by  (used in) Financing Activities			16,976				23,183				1,627,367
Net Increase (Decrease) in Cash			5				81				14
Cash at Beginning of Period			9				—				—
Cash at End of Period		$	14			$	81			$	14
Supplemental Cash Flow Disclosures:
Cash paid during period for intrest			—				—				—
Cash paid during period for taxes			—				—				—
See accompanying notes to Financial Statements

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FEBRUARY 29, 2012

(UNAUDITED)

 

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited financial statements of GLOBAL BIOTECH CORP. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

These financial statements should be read in conjunction with the audited financial statements and footnotes thereto included for the year ended November 30, 2011 for GLOBAL BIOTECH CORP. on form 10 K as filed with the Securities and Exchange Commission.

 

The preparation of financial statements in conformity with generally accepted accounting principles of 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 that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Earnings (Loss) Per Share

 

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic earnings (loss) per Common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earning per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During the periods presented common stock equivalents were not considered, as their effect would be anti-dilutive.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FEBRUARY 29, 2012

(UNAUDITED)

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company reported net loss of $44,941 for the three months ended Feb 29, 2012 as well as reporting net losses of $3,214,855 from inception (November 2, 1998) to February 29, 2012. At February 29, 2012 the Company had negative working capital of $1,711,716 and stockholders’ deficit of $1,538,858. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met.

 

 

NOTE 4. SHORT TERM INVESTMENT

 

As of February 29, 2012, the Company had purchased a term deposit in the amount of CAD 172,000 (USD 171,415), bearing interest rate of 5%, maturing on November 6, 2012. As of February 29, 2012, the Company accrued $18,633 of interest income. No withdrawals allowed for first 90 days and 90 days early withdrawal notice needed. Early withdrawal interest rate – 1 ½%.

 

NOTE 5 - SUBSEQUENT EVENTS

 

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

 

 

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

 

Special Note Regarding Forward-Looking Statements

 

Some of the statements under "Plan of Operations," "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends" and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.

 

Plan of Operation.

 

The following discussion should be read in conjunction with the financial statements and related notes which are included elsewhere in this prospectus. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product.

 

The business objective of GLOBAL is to position AquaBoost™, our initial product being offered, as a top quality oxygenated water in the specialty waters market. Our oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time and the purity of our product, we believe, should give us the ability to become a staple in this specialty waters niche.

 

We have set a conservative sales objective of 4-6% of the European and American markets, or $12.5 million U.S. to $20 million U.S., by the year 2017. The fact that AquaBoost™ was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001 and that there is already a market in Mexico for the product, gives us confidence in our product. However, no assurances can be given that the Company will meet these goals.

 

The Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area. Currently, it is too premature to hazard an estimate about the likelihood of finalizing any deals with said corporations.

 

The Company will also attempt to engage in partnering with other beverage distributors or leasing its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost™ sales.

 

GLOBAL BIOTECH CORP. ("GLOBAL"), formerly (SWORD COMP-SOFT CORP.) was organized on November 2, 1998. Its goal was to bring interactive healthcare information services utilizing the Internet to the consumer, the end user, to access what they, as individuals, need.

 

As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to a vehicle tracking system in exchange for 30.7 million of its common shares.

 

GLOBAL’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services. As of February 24, 2005,GLOBAL’s Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. This Agreement was finalized on August 15, 2007.

  

GLOBAL’s goal is to position AquaBoost(TM), the bottled oxygenated water product it acquired, as an energizing alternative to soft drinks and as a beverage with more health benefits than ordinary water. To date, the aforementioned product has had minimal sales and the Company will endeavor, but can offer no guarantees, to raise its sales level significantly. Officers and director of the firm have committed to fund the operations of the Company until sufficient funds have been generated from ongoing business.

 

In an effort to expand its product line, the Company is working on developing a new product that we currently refer to as “Aquaboost-VitA: Orange Antioxidant”.  This experimental product contains water oxygenated using the Aquaboost™ technology, vitamin C, vitamin E and apple skin extract.  The Company is in the research and testing phase of the product’s development, and is conducting research into the product’s antioxidant effects and palatability.

 

The Company’s short-term and medium-term objectives are as follows:

 

To attach our oxygenation unit in Quebec to the bottling line of a recognized North American bottler via a joint venture, said objective having been done said objective is in the process of being completed as we await the finalization of hooking up our unit and running the pre-production tests.

 

To create a revenue stream through sales from strategic merchandising relationships and highly targeted markets - to this end, the Company is working on forming business relationships with pharmacy chains to place its nutraceutical beverage products in the next 6 to 12 months;

 

To strengthen its investor relations program, to increase shareholder value and increase public investors’ interest in the Company; and

 

To complete development of additional oxygenated and non-oxygenated drinks with nutraceutical values, which can be added to the Company’s product offering, distributed by others, or licensed to others.

  

The Company entered, on October 31, 2010, into an agreement to purchase the rights to a nutraceutical product, specifically a topical cream for women, for a period of 4 years. The total cost of said agreement was $199,467. The Company is working on marketing this product towards the end of 2013.

  

GLOBAL’s registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and it was cleared by FINRA on June 16, 2009 to trade its shares on the OTC: BB.

  

On February 1, 2012 Mr. Eric Sonigo was removed as the VP of Production.

 

On July 3, 2013 Mr. Leonard Stella joined the Company as its CEO and a Director.

 

On July 3, 2013 Mr. Yehuda Kops joined the Company as its CFO and a Director.

 

Three months ended February 28, 2011 compared to February 29, 2012.

 

Selling, general and administrative in 2011 was $172,573 and $12,462 in 2012, a difference of $160,111. This was primarily due to an additional $154,000 of consulting exp in 2011 in regard to our search for a higher level of financing as we had put our production facility in place and were working on our sales strategy and higher rental costs in 2011.

 

We had net interest expense, on our loans, of $13,137 in 2011 and $14,614 in 2012 and $15,868 of foreign exchange losses in 2012 vs $14,829 in 2011.

 

As a result of the above, we had a net loss of $203,539 in 2011 and$44,941 in 2012.

Liquidity and cash flow needs of the company

 

From December 1st, 2011 to February 29, 2012 the company used $16,971 for operating activities while recording no revenues. From March 1, 2012 to November 30, 2012, the fiscal year- end, the company’s net cash flow needs will be $20,000.

  

Item 4T. CONTROLS AND PROCEDURES QUARTERLY EVALUATION OF THE COMPANY’S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

 

As of August 7, 2013, the date of the report, our Principal Executive Officer, (CEO) and Chief Financial Officer (CFO) 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. Based upon that evaluation, the Principal Executive and Financial Officer concluded that, as of July 31, 2013, the Company’s disclosure controls and procedures are effective.

 

Further, there was no change during the last quarter in the Company’s internal control over financial reporting that has materially affected or is likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

 

 

 

 

Part II other information

 

Item 2: Sales of Unregistered securities

 

None

 

Item (6) Reports on Form 8-K

 

Changes in Principal Officers and Directors

 

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 BIOTECH CORP.
Date: August 22, 2013		/s/ Leonard Stella
		Leonard Stella, CEO, Director