ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", and "Global" mean Global Resource Energy Inc., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
General Development of Business
Our office is located at 3651 Lindell Road, Ste. D#172, Las Vegas, Nevada. Our telephone number is 702-943-0325.
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.
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, $0.001 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 was effectuated on December 10, 2010 and increased the Company’s total issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock.
On April 25, 2011, the Company received the resignation of 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, the Company granted Mr. Roe 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 90,000,000 shares of the Company. This issuance resulted in a change of control of the Company.
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 1,000 to 1 reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011.
On July 21, 2011, the Company accepted the resignation of Douglas Roe as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Robert Baker was appointed as the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company.
On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid in advance by the issuance of a total of 40,000,000 shares of the Company’s common stock. This issuance effected a change in control of the Company.
On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectronic Co. Ltd. (“Dongguan”) 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 Dongguan with their trademark CLED.
Global Resource Energy Inc. intends to become a Clean Energy Solutions Company delivering Clean Renewable Energy around the world, with an initial focus on North America. Our principal focus is to acquire evolving renewable technologies and to deliver reliable, clean energy that is harvested from local sustainable natural resources like Wind, Sun, Water and Earth.
On July 13, 2012, the Company announced the execution of a commercial assignment agreement with Atrius Holdings in regards to the assumption of patents and related interests in an alternative energy technology identified as the MyCroft Hydrogen R-LEG Fuel Cell. However, the Company was unable to comply with the terms of the agreement and therefore the agreement did not proceed.
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 required Balon Bleu Holdings, a Nevada LLC, to 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. Balon Bleu Holdings, Nevada LLC could not fulfill its obligations under the agreement and the agreement was in default and terminated by the Company.
Top of Form
On November 8 2012, the Company negotiated a one year extension expiring on November 12, 2013, 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 had anticipated the finalization of a purchase whereby they would outright purchase the rights, however, they were unable to conclude the agreement, therefore the licensing agreement is in full force and effect as of the date of this filing.
On November 12, 2012, the Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock. The shares were issued subsequent to the fiscal year end.
On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company.
On March 7, 2014 the Company’s majority stockholder, Mr. Robert Baker entered into Reorganization and Stock Purchase Agreement with Mr. Ray Kim whereunder Mr. Baker agreed to sell a total of 40,000,000 shares of the Company’s common stock, as well as amounts due and payable totaling $11,403 to Mr. Kim for total cash consideration $40,000 payable by Mr. Kim. As a result of the aforementioned transaction Mr. Kim became the controlling shareholder of the Company.
On March 11, 2014 the Company entered into a Share Exchange Agreement (the “Agreement”) with Ray Kim (“Kim”), an individual residing in the state of Colorado, whereby the Company will acquire all of the issued and outstanding membership interests of Global Force LLC (“GF”), a Colorado limited liability company, in exchange for 200,000,000 shares of the Company’s preferred stock. GF is a strategic sales, marketing and distribution company. Under the terms of the Agreement, the Company’s sole officer and director, Roland Hutzler submitted his resignation from the Company’s board of directors and as an officer of the Company. Completion of this transaction is dependent on the Company affecting the corporate actions described in the second paragraph below.
On April 23, 2014 the Company’s Board of Directors appointed Mr. Dean Kim as the Company’s President and a member of the Board and appointed Mr. Edward Kim as the Company’s Secretary and Treasurer and a member of the Board.
On March 12, 2014, the Company approved a name change by the formation of a subsidiary of the Company called Global Force, Inc., merging such subsidiary into the Company and thereby changing the Company’s name from Global Resource Energy Inc. to Global Force, Inc. Concurrently the Company’s Board of Directors approved a reverse split of the Company’s issued and outstanding common stock on the basis of 1000 to 1. These changes have been submitted to FINRA for approval. As of the date of filing the Annual Report the Company is still waiting for such approval. In addition, the Company approved the creation of a class of preferred stock with authorized capital of up to 250,000,000 preferred shares, par value $0.001 for issuance to officers and consultants as compensation for services rendered.
We have evaluated subsequent events through May 10, 2014. Other than those set out above, there have been no subsequent events for which disclosure is required which are not previously disclosed herein.
Current Business
Global Resource Energy is a clean energy company that will provide services and solutions to businesses, communities and individuals so we can all enjoy a cleaner environment today and for tomorrow.
Our intent is to be a licensor and reseller of clean energy products including wind, solar and alternative energy technologies.
In keeping with the Company’s plan of licensing and reselling clean energy products, on January 26, 2012, extended on November 8, 2012 to expire on November 8, 2013, the Company entered into an assignment agreement and acquired the distribution rights 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 Dongguan with their trademark CLED. Subsequent to November 8, 2013 the Company received a verbal extension of the contract for a period of six months expiring on May 8, 2014.
The Company hopes to undertake the business operations of supplying highly efficient LED street lighting to municipalities throughout North America through the Company’s exclusive North American distribution agreement. The Company has the exclusive rights to market, sell and distribute the most efficient and long lasting street lights to municipalities, cities and counties throughout the United States and Canada.
In addition to supplying LED lighting, Kardings management is also familiar with a Green Energy Fund called the Hero Program™. This fund is designed to help financially strapped communities not only upgrade to new, highly efficient LED lighting, but to immediately reduce the cost of paying for and maintaining lighting by as much as 40% simply by signing up for the program. The program offers a way to purchase the lighting, and if necessary, the poles, and take advantage of the greater levels of efficiency offered by LED lighting systems. If a municipality elects to choose a 10 year term the cost of lighting could immediately be reduced through subsidies offered by the Hero Program™ up to 40% off their current lighting costs.
As at the date of this filing, the Company does not have sufficient funds to fund any distribution activities or to enter into any management agreement with Kardings and it will have to raise funding in order to be able to undertake its current business plan and to commence distribution of any of the Dongguan products.
On November 12, 2012, the Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock. The shares were issued subsequent to the fiscal year end. This purchase is in keeping with the Company’s clean energy philosophy. As at January 31, 2014 the Company determined to fully impair its investment in CERSPA due to uncertainty about Bluforest’s ability to continue as a going concern.
On March 11, 2014 the Company entered into a Share Exchange Agreement with Mr. Kim GF, whereby the Company will acquire all of the issued and outstanding membership interests of, in exchange for 200,000,000 shares of the Company’s preferred stock. GF is a strategic sales, marketing and distribution company. Upon completion of the acquisition of GF, the Company is will evaluate business opportunities with this new acquisition.
Principal Products and Services and their Markets
The Company has a broad range of indoor and outdoor municipal lighting products. Currently, the products can be viewed in the “Products” section on the Kardings website at www.kardings.com.
The Company hopes to provide the service to help guide municipalities through complex negotiations with utilities and with installation contractors to help maximize the cost savings of upgrading.
The lighting systems are available to municipalities of any size. The Company would have the ability to supply villages of 500 with the capacity to produce 50,000 lights per month which could furnish a city of 3 million people, subject to the Company being able to raise the required financing.
Distribution Methods of the Products
The Company will be required to set up distribution of its Products, however it has been limited in its progress with the distribution of these Products due to a lack of funding. The Company has not yet determined whether to directly distribute or enter into a marketing agreement with Kardings or some other marketing and distribution company. The Company will require funds to be able to execute any business plan related to the Products and as yet has not raised any capital to enable any business to proceed, other than the acquisition of the rights. The Products are currently manufactured in China and will be shipped by container directly to their North America destinations.
Status of any Publicly Announced New Product
The Company has acquired the distribution rights to various lighting products as described above on January 26, 2012. However, the Company has not yet set up its distribution or marketing initiatives as it does not have sufficient funding to do so. The Company will be required to undertake a financing in order to commence distribution. The Products are readily available through the manufacturer and are CE approved for worldwide distribution and UL approved for North America which includes the United States and Canada.
Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition
The Company, as are most LED distributors today, is a new company with no history of sales or distribution. Even the largest competitor is still in the early stages of business with very few installations. While we believe we have the most technically advanced product in the world and that product is back by the longest warranty at 5 years with the nearest competitor at only 3 years, we still must develop a market for our Products.
We operate in a highly competitive and changing environment.
Some of our competitors, as well as potential entrants into our market, may be better positioned to succeed in this market. They may have:
·
longer operating histories;
·
more management experience;
·
an employee base with more extensive experience;
·
better geographic coverage;
·
larger customer bases;
·
greater brand recognition; and
·
significantly greater financial, marketing and other resources
Currently, and in the future, as the more clean energy products are available, there will likely be larger, more well-established and well-financed entities that acquire companies and/or invest in or form joint ventures in categories or countries of interest to us, all of which could adversely impact our business. Any of these trends could increase competition and reduce the demand for any of our products or services.
Sources and Availability of Raw Materials and Names of Principal Suppliers
All of our products are sourced from one Chinese manufacturer that has given the Company distribution rights exclusively. The Dongguan City Cled Optoelectronic Co. Ltd. supplies our full line of lights on a revolving distribution agreement.
Dependence on One or a Few Major Customers
We do not currently have any customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration
Patents and trademarks (“CLED”) are held by the Dongguan City Cled Optoelectronic Co. Ltd. (the “Supplier”) The Company has a distribution agreement with Dongguan City Cled Optoelectronic Co., Ltd. The Company has the right to use the trade mark of Supplier during the effective period of the distribution agreement in connection with the sale of Products. Any and all rights granted by the Supplier to the Company shall terminate upon termination of the distribution agreement.
Under the terms of the distribution agreement, the Company has the exclusive rights to all U.S. states East of the Mississippi River and including the states of California, Oregon, Washington and Arizona and anywhere in Canada (the “Exclusive Territory”), as well, the Company also has the rights to sell or export products outside the Exclusive Territory during the effective period of the distribution agreement. Should the Company sell to any parties outside the Exclusive Territory, those customers will be grandfathered in the event that the supplier assigns the market to another distributor. The distribution agreement expires on October 31, 2012 and may be granted for another twelve month’s subject to the Supplier’s consent. The agreement is for a must meet.
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. Subsequent to October 31, 2013 the Company was advised of an extension of the Distribution Agreement for a period of not less than six months terminating on or about May 8, 2014.
Need for Any Government Approval of Principal Products or Services
Although the lights are assembled in China, only the housing and lenses are actually manufactured there. The LED array is manufactured by BridgeLux® in California, USA and the electrical drivers are made by Philips® in the USA.
The products are all certified by Conformité Européenne (CE). CE is a mandatory conformity mark for products placed on the market in the European Economic Area (EEA) and in most Latin American and South American Countries. With the CE marking on a product, the manufacturer ensures that the product conforms with the essential requirements of the applicable EC directives. In addition to the CE certification the lights are also certified by Underwriters Laboratories (UL) and conform to electrical safety standards in the United States and Canada.
Effect of Existing or Probable Government Regulations on our Business
As the general lighting landscape continues to evolve, LED lighting for general illumination is being adopted as a viable alternative to traditional lighting due to its unique characteristics and its energy savings potential.
Like traditional lighting equipment, solid-state lighting (SSL) products sold in the United States and Canada are subject to industry stan­dards governing safety and performance. There are key guidelines as well as performance and safety standards that are applicable to SSL products, including those utilizing light-emitting diodes (LEDs).
The use of national standards and test methods improves consis­tency of performance and facilitates product comparisons, thereby increasing consumer confidence and satisfaction. As the technol­ogy matures, standards and guidelines are created or revised as needed. New technologies require new standards and testing benchmarks. From an industry perspective standards and regulations provide a platform for consistent language in regard to definitions, test methods, laboratory accreditation and for product design, manufacturing and testing.
From a governmental perspective, regulation helps ensure public safety, provides consumer protection, regulates energy consumption and monitors environmental issues.
Standards are voluntary and Regulations are mandatory.
Federal Government Regulations:
In December 2007, the federal government enacted the Energy Independence and Security Act of 2007, which contains maximum wattage requirements for all general service incandescent lamps producing from 310-2600 lumens of light. However, these regulations never became law, as another section of the 2007 EISA bill overwrites them, and thus, current law, as specified in the U.S. Code, "does not relate to maximum wattage requirements.”
The efficiency standards will start with 100-watt bulbs and end with 40-watt bulbs. The timeline for these standards was to start in January 2012, but on December 16, 2011, the U.S. House passed the final 2012 budget legislation, which effectively delayed the implementation until October 2012. Light bulbs outside of this range are exempt from the restrictions. Also exempt are several classes of specialty lights, including appliance lamps, rough service bulbs, 3-way, colored lamps, stage lighting, and plant lights.
The United States Environmental Protection Agency's Energy Star program in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy, color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due to variable quality of products.[32] Those CFLs with a recent Energy Star certification start in less than one second and do not flicker. Energy Star Light Bulbs for Consumers is a resource for finding and comparing Energy Star qualified lamps.
By 2020, a second tier of restrictions would become effective, which requires all general-purpose bulbs to produce at least 45 lumens per watt (similar to current CFLs). Exemptions from the Act include reflector flood, 3-way, candelabra, colored, and other specialty bulbs.
Individual state efforts
California will phase out the use of incandescent bulbs by 2018 as part of bill by California State Assembly on October 12, 2007. The bill aims to establish a minimum standard of twenty-five lumens per watt by 2013 and sixty lumens per watt by 2018.
Canada
The provincial government of Nova Scotia stated in February 2007 that it would like to move towards preventing the sale of incandescent light bulbs in the province.
In April 2007, Ontario's Minister of Energy Dwight Duncan announced the provincial government's intention to ban the sale of incandescent light bulbs by 2012. Later in April, the federal government announced that it would ban the sale of inefficient incandescent light bulbs nation-wide by 2012 as part of a plan to cut down on emissions of greenhouse gases. On Nov 9, 2011, the federal government approved a proposal to delay new energy efficiency standards for light bulbs until Jan. 1, 2014, when it will become illegal to import inefficient incandescent lighting across the country. In Dec 2011, Ontario Energy Minister confirmed that Ontario is scrapping the five-year-old promise "to avoid confusing consumers".
The Energy Star program, in which Natural Resources Canada is a partner, in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy, color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due to variable quality of products. Those CFLs with a recent Energy Star certification start in less than one second and do not flicker.
In January 2011, the province of British Columbia banned retailers from ordering 75- or 100-watt incandescent bulbs. The nation's Energy Efficiency Regulations are published on the Natural Resources Canada website.
Research and Development Activities and Costs
We did not undertake any research and development activities in fiscal 2014 or 2013.
Costs and Effects of Compliance with Environmental Law
The secondary function of LED lighting is to reduce energy consumption. When the cost of maintaining existing municipal lighting systems is factored in LED lights can be as much as 75% more efficient. Although the initial cost of purchasing LED lighting is higher, over a fifteen year term the LED lights are more than 75% less expensive to own and operate. LED lights do not use harmful metals such as mercury either and do not pollute the night sky.
Employees
We do not have any employees at this time. All of the business activities of the Company are undertaken by our sole officer and director, except for those accounting and filing activities undertaken by consultants.
Additional information
You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.
ITEM 1A.
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 2.
ITEM 2. PROPERTIES
We have no properties and at this time have no agreements to acquire any properties.
Our executive office is located at 3651 Lindell Road, Ste. D#172, Las Vegas, Nevada. Our telephone number is (702) 943-0325.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-K.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information
The Company's common stock is currently quoted on the OTC Markets QB (OTC/QB) under the trading symbol “GBEN”. Following is a report of high and low bid pricing for the last two fiscal years for the Company’s common stock.
Quarter
High ($)
Low ($)
4th Quarter ended 1/31/2014
0.0078
0.0025
3rd Quarter ended 10/31/2013
0.0058
0.0031
2nd Quarter ended 7/31/2013
0.0275
0.0033
1st Quarter ended 4/30/2013
0.0536
0.0150
4th Quarter ended 1/31/2013
0.26
0.015
3rd Quarter ended 10/31/2012
0.34
0.075
2nd Quarter ended 7/31/2012
0.53
0.20
1st Quarter ended 4/30/2012
0.51
0.14
The above information was provided by OTC Markets. The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Holders
As of May 10, 2014, there were 9 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).
Dividends
We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Recent Sales of Unregistered Securities:
On March 11, 2014 the Company entered into a Share Exchange Agreement (the “Agreement”) with Mr. Kim, whereby the Company will acquire all of the issued and outstanding membership interests of GF, in exchange for 200,000,000 shares of the Company’s preferred stock. As of the date of this report this transaction has not been completed and the shares remain reserved for issuance.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of shares to Ray Kim, pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The Company is a smaller reporting company and is not required to provide this information.
ITEM 7.
ITEM 7. 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.
On March 11, 2014 the Company entered into a Share Exchange Agreement (the “Agreement”) with Ray Kim (“Kim”), an individual residing in the state of Colorado, whereby the Company will acquire all of the issued and outstanding membership interests of Global Force LLC (“GF”), a Colorado limited liability company, in exchange for 200,000,000 shares of the Company’s preferred stock. GF is a strategic sales, marketing and distribution company.
On March 12, 2014, the Company approved a name change by the formation of a subsidiary of the Company called Global Force, Inc., merging such subsidiary into the Company and thereby changing the Company’s name from Global Resource Energy Inc. to Global Force, Inc. Concurrently the Company’s Board of Directors approved a reverse split of the Company’s issued and outstanding common stock on the basis of 1000 to 1. In addition, the Company approved the creation of a class of preferred stock with authorized capital of up to 250,000,000 preferred shares, par value $0.001 for issuance to officers and consultants as compensation for services rendered.
At the report date our business plan is to continue the business of GF, and operate as a strategic sales marketing and distribution company. Acquisition of GF is conditional upon approval of the aforementioned reverse stock split and name change through FINRA.
Liquidity & Capital Resources
We are a development stage company operating in the business of licensing and reselling or distribution of clean technologies up until the completion of a share exchange agreement with Global Force LLC and Mr. Kim.At which point our business focus will shift to that of a strategic sales marketing and distribution company.
We had no cash on hand as of January 31, 2014 or as of January 31, 2013. 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 fiscal years ended January 31, 2014 and 2013, we used net cash of $Nil in investing activities.
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 $100,000 to maintain our reporting requirements and carry out the Company’s contemplated business operations. This figure is based on our current general and administrative costs. 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 and financial statements contained herein are for our fiscal years ended January 31, 2014 and January 31, 2013. 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 Fiscal Year Ended January 31, 2014 and January 31, 2013
During the fiscal years ended January 31, 2014 and 2013, we earned no revenues from operations.
For the fiscal year ended January 31, 2014, our loss from operations increased to $684,620 from $247,197 in the prior year. This increase was mainly due to the impairment of our investment in CER’s of $660,00 during the current fiscal year, offset by a reduction to amortization expenses of $187,500 recorded in the fiscal year ended January 31, 2013. In addition during the current fiscal year professional fees totaled $15,458, reduced from the prior fiscal year total of $32,478, and general and administrative fees incurred during the fiscal year ended January 31, 2014 decreased to $9,162 from $27,219 in the prior comparative fiscal year ended January 31, 2014. General and administrative fees in the current year were limited to general office expenses and fees paid to meet our regulatory reporting requirements. Our net loss for the fiscal years ended January 31, 2014 and 2013 were $684,620 and $247,197 respectively.
Period from inception, November 6, 2008 to January 31, 2013
Our revenues since inception to date have been $nil. Since inception, we have an accumulated deficit during the development stage of $1,360,741, the majority of which was incurred in fiscal 2011 and this most recent fiscal year ended January 31, 2014. 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 which 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.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company and is not required to provide this information.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
All financial information required by this Item is attached hereto below beginning on page.
GLOBAL RESOURCE ENGERGY INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
January 31, 2014
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Global Resource Energy Inc.
I have audited the accompanying balance sheets of Global Resource Energy Inc. (A Development Stage Company) as of January 31, 2014 and 2013, and the related statements of operations, stockholders’ equity and cash flows for the years ended January 31, 2014 and 2013 and for the period from November 6, 2008 (inception), to January 31, 2014. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Resource Energy Inc., (A Development Stage Company) as of January 31, 2014 and 2013, and the results of its operations and cash flows for the years ended January 31, 2014 and 2013 and the period from November 6, 2008 (inception), to January 31, 2014 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 2 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ George Stewart
Seattle, Washington
April 30, 2014
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these financial statements
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY
The accompanying notes are an integral part of these financial statements
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
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. (the “Amendment”) was approved by the Board of Directors by a unanimous written consent resolution 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 undertaken 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 $0.001.
On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of the Company’s total issued and outstanding shares of common stock on the basis of three for one (3:1) (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.
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 from 27,000,000 to 81,000,000 shares of common stock. The common stock will continue to be $0.001 par value.
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.
On November 12, 2012, the Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock.
On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company.
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
1. ORGANIZATION AND BUSINESS OPERATIONS (continued)
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 fiscal year ended January 31, 2014 the Company has accumulated losses of $1,360,741.
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 $1,360,741 as of January 31, 2014 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 financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature 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.
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)
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.
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 October 31, 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.
During the fiscal year ended January 31, 2013, the Company fully amortized the capitalized value of the intangible assets totaling $187,500.
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
3. IDENTIFIED INTANGIBLE ASSETS - (continued)
On November 1, 2012, the parties to the Distribution Agreement agreed to exercise the option and extend the term of the agreement for a further year, with a new termination date of October 31, 2013.
On November 8, 2012, the Company negotiated an extension on its licensing agreement with Patedma to extend the exclusive distribution agreement of LED street lighting for a further year to expire November, 2013 or as at October 31, 2013 when the Distribution Agreement expires. This extension will allow the Company to sell under Patedma’s license agreement should funding be available to enter the LED street light industry. Currently, both of the parties have verbally agreed to extend the term for a further 6 months.
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 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 been received as at January 31, 2014 and Balon Bleu Holdings is considered to have defaulted on the agreement.
4. COMMON STOCK
The authorized capital of the Company is 250,000,000 common shares with a par value of $ 0.001 per share.
As at January 31, 2014, we had a total of 74,170,997 shares issued and outstanding.
5. ADVANCE PAYMENT
On November 12, 2012, the Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock. We recorded the purchase of $660,000 as an advance payment on the balance sheets of the Company as of the transaction date. As of January 31, 2014, management reviewed CERSPA, and decided to fully impair the advance payment of $660,000 due to uncertainties around the ongoing operations of Bluforest, and its ability to continue as a going concern.
6. NEW ACCOUNTING PRONOUNCEMENTS
In March 2013, the FASB issued guidance on when foreign currency translation adjustments should be released to net income. When a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The guidance is effective prospectively beginning January 1, 2014. It is not expected to have a material impact to our financial statements.
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
6. NEW ACCOUNTING PRONOUNCEMENTS (continued)
In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Examples include debt arrangements, other contractual obligations and settled litigation. The guidance requires an entity to measure such obligations as the sum of the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus additional amounts the reporting entity expects to pay on behalf of its co-obligors. The guidance is effective January 1, 2014 and is not expected to have a material impact in the financial statements.
7. ADVANCES PAYABLE
During the fiscal year ended January 31, 2014 the Company received a further advance of $30,974 from an unrelated third party which amount was used to settle certain outstanding accounts payable. A total of $78,565 has been recorded as advance payable on the balance sheets of the Company as of January 31, 2014 ($47,591 as of January 31, 2013), which advance bears no interest and is due on demand.
8. RELATED PARTY TRANSACTIONS
During the fiscal year ended January 31, 2013 Mr. Robert Alan Baker, the Company’s then sole officer, director and controlling shareholder advanced a total of $11,683 to retire certain Company expenses in the normal course. These amounts are due on demand, bear no interest and are recorded as Accounts Payable, related party.
On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Mr. Baker continued to be the Company’s controlling shareholder.
9. INCOME TAXES
The provision for income taxes at January 31, 2014 was comprised of federal alternative minimum tax. Significant components of deferred tax assets include net operating loss carry forwards 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.
10. SUBSEQUENT EVENTS
On March 7, 2014 the Company’s majority stockholder, Mr. Robert Baker entered into Reorganization and Stock Purchase Agreement with Mr. Ray Kim whereunder Mr. Baker agreed to sell a total of 40,000,000 shares of the Company’s common stock, as well as amounts due and payable totaling $11,403 to Mr. Kim for total cash consideration $40,000 payable by Mr. Kim. As a result of the aforementioned transaction Mr. Kim became the controlling shareholder of the Company.
On March 11, 2014 the Company entered into a Share Exchange Agreement (the “Agreement”) with Ray Kim (“Kim”), an individual residing in the state of Colorado, whereby the Company will acquire all of the issued and outstanding membership interests of Global Force LLC (“GF”), a Colorado limited liability company, in exchange for 200,000,000 shares of the Company’s preferred stock. GF is a strategic sales, marketing and distribution company. Under the terms of the Agreement, the Company’s sole officer and director, Roland Hutzler must also submit his resignation from the Company’s board of directors and as an officer of the Company.
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2014
10. SUBSEQUENT EVENTS (continued)
On March 12, 2014, the Company approved a name change by the formation of a subsidiary of the Company called Global Force, Inc., merging such subsidiary into the Company and thereby changing the Company’s name from Global Resource Energy Inc. to Global Force, Inc. Concurrently the Company’s Board of Directors approved a reverse split of the Company’s issued and outstanding common stock on the basis of 1000 to 1. In addition, the Company approved the creation of a class of preferred stock with authorized capital of up to 250,000,000 preferred shares, par value $0.001 for issuance to officers and consultants as compensation for services rendered.
On April 23, 2014 the Company’s Board of Directors appointed Mr. Dean Kim as the Company’s President and a member of the Board and appointed Mr. Edward Kim as the Company’s Secretary and Treasurer and a member of the Board.
We have evaluated subsequent events through May 10, 2014. Other than those set out above, there have been no subsequent events for which disclosure is required which are not previously disclosed herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of January 31, 2014, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2014. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of January 31, 2014, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of January 31, 2014:
1)
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2)
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides three staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;
3)
Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;
4)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
5)
Ineffective controls over period end financial disclosure and reporting processes.
Management's Remediation Initiatives
As of January 31, 2014, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.
Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended January 31, 2014, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.
Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.
We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 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 preparation and presentation.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
There is no further information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by the Form 10-K, but that was not reported, whether or not otherwise required by this Form 10-K.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of Directors, Executive Officers and Certain Significant Employees
The following table sets forth the names and ages of all directors, executive officers and certain significant employees of the Company as of the filing date of this report, further indicating all positions and offices with the Company held by each such person, their term of office, and any arrangement or understanding between their selves and any other person(s) pursuant to which they were or are to be selected as a director or officer:
Name
Age
Position
Term of Office
Dean H. Kim
President, CEO and Director
April 23, 2014-present
Edward H. Kim
Secretary Treasurer and Director
April 23, 2014-present
Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company. Furthermore, except as otherwise indicated below, no director or person nominated or chosen to become a director holds any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, 15 U.S.C. 80a-1, et seq., as amended.
Dean Kim - President and Chief Executive Officer, Member of the Board of Directors
Dean Kim has an extensive background as a sales professional with a proven track record of success. Since June 2011, he has been an Enterprise Account Manager at Levi, Ray & Shoup (LRS), a private software company that specializes in enterprise output management solutions. His duties includes new business development and growing executive level relationships to identify and close complex business solutions.
Prior to LRS, Dean spent 10 years at ECi Solutions (February 2000 through March 2010), developing new markets for software customization for ERP & e-procurement within specialized verticals; drove new revenue, cultivated business relationships and grew existing accounts; responsible for managing and selling custom software solutions to strategic partners.
Dean made the transition from engineering to sales at Lucent Technologies; from October 1996 through October 1999, he sold computer and telephony systems to medium to large companies. Earlier in his career, Dean worked at Genosys Biotechnologies as a Project Engineer, developing and implementing back-end processes in their manufacturing facility, where they specialized in synthetic DNA and peptides.
He began his engineering studies at the University of Texas in Austin, but finished them at the University of Houston in June 1992.
Edward Kim - Secretary/Treasurer, Member of the Board of Directors
Edward Kim is a tenant advocate experienced in portfolio management of national accounts across various industries with Mohr Partners. Edward has been employed by Mohr Partners since September 2012.
Over the course of his professional career, Edward has been a productive team member for multiple Fortune 500 companies, worked abroad, and acquired valuable work experience in the main functional areas of business (Sales & Marketing, Business Development, Operations Management) prior to entering commercial real estate in 2006. From February 2010 through June 2012, he was employed by Partners National, Inc. Prior to that he worked for Staubach Co from October 2007 through September 2009.
Edward earned a Bachelor of Arts degree in Economics from The University of Texas-Austin in December 1991. After working several years in Corporate America and in Asia, he returned to school earning a Master of Business Administration degree in Services Marketing from The W.P. Carey School of Business at Arizona State University-Tempe in may 1998.
Involvement in Certain Legal Proceedings, Family Relationships
None of our executive officers, directors, significant employees, promoters or control persons have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.
There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Dean Kim and Edward Kim both of whom are members of our Board of Directors and are executive officers of the Company, are brothers. They are also brothers of Ray Kim, our largest shareholder.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending January 31, 2014 there were no late filings for the fiscal year ended January 31, 2014. The Company is not aware of any insider trading activity that was unreported.
Code of Ethics
As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics at such time as it commences business operations and/or increases its management beyond our current single employee. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.
Corporate Governance
Nominating Committee
There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.
Audit Committee
The Board of Directors presently does not have an audit committee; therefore the Board of Directors performs the same functions as an audit committee.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Company does not currently have a compensation committee.
Summary Compensation Table
Name and
Principal Position
Fiscal year ended January
31,
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan Compensation
($)
Nonqualified Deferred
Compensation
($)
All Other Compensation
($)
Total
($)
Roland Hutzler
President & CEO, Secretary-Treasurer
Robert Baker
President & CEO, Secretary-Treasurer
Robert Baker
President & CEO, Secretary-Treasurer
$40,000
40,000(1)
Douglas Roe
President & CEO, Secretary-Treasurer
(resigned July 21, 2011)
90,000
90,000(2)
Harry Lappa
President & CEO, Secretary-Treasurer
(resigned April 25, 2011)
(1) On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary.
(2) On April 25, 2011, Mr. Roe was issued 90,000,000 shares of the Company as a signing bonus.
Outstanding Equity Awards at Fiscal Year End
The Company has no outstanding stock option or any other form of equity plan.
Compensation of Directors
The Company did not have any compensation plans during the fiscal year ended January 31, 2014 and did not pay any compensation to its directors during the fiscal year ended January 31, 2014 for their roles as directors.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information as of the end of the Company’s most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance, aggregated as follows:
Plan category
Number of shares of
common stock to be
issued upon exercise
of outstanding
options, warrants and
rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
The Company does not currently have any equity compensation plans.
Security Ownership of Certain Beneficial Owners
The following table sets forth information, as of May 10, 2014, with respect to the beneficial ownership of the Company’s common stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (%) (1)
Common
Ray Kim
40,000,000 common shares held directly
53.9%
(1)
Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of May 10, 2014 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 74,170,997 shares of common stock outstanding as of May 10, 2014.
Security Ownership of Management
The following table sets forth information, as of May 10, 2013, with respect to the beneficial ownership of the Company’s common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
TITLE OF
CLASS
NAME OF BENEFICIAL OWNER
AMOUNT AND NATURE OF BENEFICIAL OWNER
PERCENT OF
CLASS (1)
Common
Dean Kim
Common
Edward Kim
Common
All Officers and Directors as a group
Common shares
(1)
Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of May 10, 2014 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 74,170,997 shares of common stock outstanding as of May 10, 2014.
Changes in Control
On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company, however, Mr. Baker remained the controlling shareholder until March 7, 2014.
On March 7, 2014 the Company’s majority stockholder, Mr. Robert Baker entered into Reorganization and Stock Purchase Agreement with Mr. Ray Kim whereunder Mr. Baker agreed to sell a total of 40,000,000 shares of the Company’s common stock, as well as amounts due and payable totaling $11,403 to Mr. Kim for total cash consideration $40,000 payable by Mr. Kim. As a result of the aforementioned transaction Mr. Kim became the controlling shareholder of the Company.
Mr. Kim, upon completion of the Share Exchange Agreement between the Company and Mr. Kim, will receive 200 million shares of the Company’s preferred stock. The preferred stock will have such rights, preferences, and privileges as determined by the Company’s Board of Directors prior to such issuance to Mr. Kim.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons, Promoters and Certain Control Persons
Transactions with Related Persons
None.
Promoters and Certain Control Persons
None.
Parents
There are no parents of our Company.
Director Independence
As of the date of this Annual Report, we have no independent directors.
The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:
1.
the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;
2.
the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;
3.
the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;
4.
the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and
5.
the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.
The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.
Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the fees billed to the Company for professional services rendered by the Company's independent registered public accounting firm, for the years ended January 31, 2014 and January 31, 2013:
Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.
Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.
Tax fees include tax planning and various taxation matters.
All other fees consist of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements & Schedules
The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.
All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.
Exhibits
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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:
May 15, 2014
By:
/s/ Dean Kim
Name:
Dean Kim
Title:
President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Director
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:
Date:
May 15, 2014
By:
/s/ Dean Kim
Name:
Dean Kim
Title:
President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Director
Date:
May 15, 2014
By:
/s/ Edward Kim
Name:
Edward Kim
Title:
Secretary Treasurer and Director