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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Global Resource Energy Inc (CE) | USOTC:GBEN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 00:00:00 |
(Mark One)
|
|
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended
January 31, 2014
|
|
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
__________
to
__________
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
|
Title of each class
|
Name of each exchange on which registered
|
n/a
|
n/a
|
Securities registered pursuant to Section 12(g) of the Exchange Act:
|
Title of class
|
Common Stock, $0.001 par value
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[ ]
]
|
No
|
[X]
|
Yes
|
[X]
|
No
|
[ X]
|
Yes
|
[ ]
|
No
|
[ X]
|
Yes
|
[ ]
|
No
|
[X]
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
Yes
|
[ ]
|
No
|
[X]
|
The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold being approximately $0.0058 on the date nearest to the last trading day of the second quarter, was approximately $180,792 as of July 31, 2013 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and more than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.
|
Yes
|
[ ]
|
No
|
[ ]
|
74,170,997 common shares outstanding as of May 10, 2014
|
none
|
Page
|
||
PART I
|
||
Business
|
4 | |
Risk Factors
|
10 | |
Unresolved Staff Comments
|
10 | |
Properties
|
10 | |
Legal Proceedings
|
10 | |
Mine Safety Disclosures
|
11 | |
PART II
|
||
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
12 | |
Selected Financial Data
|
13 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
13 | |
Quantitative and Qualitative Disclosures About Market Risk
|
15 | |
Financial Statements and Supplementary Data
|
15 | |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
16 | |
Controls and Procedures
|
16 | |
Other Information
|
17 | |
PART III
|
||
Directors, Executive Officers and Corporate Governance
|
18 | |
Executive Compensation
|
19 | |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
20 | |
Certain Relationships and Related Transactions, and Director Independence
|
22 | |
Principal Accounting Fees and Services
|
23 | |
|
||
PART IV
|
||
Exhibits, Financial Statement Schedules
|
24 | |
25 |
(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.
|
·
|
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
|
Quarter
|
High ($)
|
Low ($)
|
4
th
Quarter ended 1/31/2014
|
0.0078
|
0.0025
|
3
rd
Quarter ended 10/31/2013
|
0.0058
|
0.0031
|
2
nd
Quarter ended 7/31/2013
|
0.0275
|
0.0033
|
1
st
Quarter ended 4/30/2013
|
0.0536
|
0.0150
|
4
th
Quarter ended 1/31/2013
|
0.26
|
0.015
|
3
rd
Quarter ended 10/31/2012
|
0.34
|
0.075
|
2
nd
Quarter ended 7/31/2012
|
0.53
|
0.20
|
1
st
Quarter ended 4/30/2012
|
0.51
|
0.14
|
(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.
|
GLOBAL RESOURCE ENGERGY INC.
|
(A Development Stage Company)
|
REPORT AND FINANCIAL STATEMENTS
|
January 31, 2014
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 to F-12
|
|
January 31,
2014
|
January 31,
2013
|
||||||
Assets | ||||||||
Current Assets
|
||||||||
Cash
|
$ | - | $ | - | ||||
Prepaid expenses
|
1,415 | 1,415 | ||||||
Total current assets
|
1,415 | 1,415 | ||||||
Advance payment to purchase CER’s (Note 5)
|
- | 660,000 | ||||||
Total Assets
|
$ | 1,415 | $ | 661,415 | ||||
Liabilities and Stockholders’ Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 236,408 | $ | 242,762 | ||||
Accounts payable, related party
|
11,683 | 11,683 | ||||||
Advances payable
|
78,565 | 47,591 | ||||||
Total Current Liabilities
|
326,656 | 302,036 | ||||||
Total Liabilities
|
326,656 | 302,036 | ||||||
Stockholders’ Equity (Deficit)
|
||||||||
Common stock, $0.001 par value, 250,000,000 authorized,
|
||||||||
and 74,170,997 shares issued and outstanding
|
74,171 | 74,171 | ||||||
Additional paid-in-capital
|
961,329 | 961,329 | ||||||
Deficit accumulated during the development stage
|
(1,360,741 | ) | (676,121 | ) | ||||
Total stockholders’ equity
|
(325,241 | ) | 359,379 | |||||
Total liabilities and stockholders’ equity
|
$ | 1,415 | $ | 661,415 |
From Date of
|
||||||||||||
Inception
|
||||||||||||
Fiscal Year Ended
|
(November 6, 2008)
|
|||||||||||
January 31,
|
To January 31,
|
|||||||||||
2014
|
2013
|
2014
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Expenses
|
||||||||||||
General and administrative expenses
|
9,162 | 27,219 | 242,400 | |||||||||
Amortization
|
- | 187,500 | 187,500 | |||||||||
Professional fees
|
15,458 | 32,478 | 149,911 | |||||||||
Management fees
|
- | - | 130,000 | |||||||||
Impairment of the advance payment for CER’s
|
660,600 | - | 660,000 | |||||||||
Net (loss) from Operations before Taxes
|
(684,620 | ) | (247,197 | ) | (1,369,811 | ) | ||||||
Debts forgiven
|
- | - | 9,070 | |||||||||
Provision for Income Taxes
|
- | - | - | |||||||||
Net (loss)
|
$ | (684,620 | ) | $ | (247,197 | ) | $ | (1,360,741 | ) | |||
(Loss) per common share – Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Number of Common Shares Outstanding
|
74,170,997 | 64,711,981 | ||||||||||
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Common Stock,
|
Additional
|
During the
|
||||||||||||||||||
$.001 Par Value
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance at Inception on November 6, 2008
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Common shares issued for cash at $0.0000167
|
180,000,000
|
180,000
|
(177,000
|
)
|
-
|
3,000
|
||||||||||||||
Net (loss)
|
-
|
-
|
-
|
(714
|
)
|
(714
|
)
|
|||||||||||||
Balance as of January 31, 2009
|
180,000,000
|
180,000
|
(177,000
|
)
|
(714
|
)
|
2,286
|
|||||||||||||
Common shares issued for cash at $0.000833
|
30,000,000
|
30,000
|
(5,000
|
)
|
-
|
25,000
|
||||||||||||||
Common shares cancelled (December 22, 2009)
|
(135,000,000
|
)
|
(135,000
|
)
|
135,000
|
-
|
-
|
|||||||||||||
Net (loss)
|
-
|
-
|
-
|
(15,261
|
)
|
(15,261
|
)
|
|||||||||||||
Balance, January 31, 2010
|
75,000,000
|
75,000
|
(47,000
|
)
|
(15,975
|
)
|
12,025
|
|||||||||||||
Reinstatement of shares previously canceled
|
6,000,000
|
6,000
|
(6,000
|
)
|
-
|
-
|
||||||||||||||
Net (loss)
|
-
|
-
|
-
|
(96,302
|
)
|
(96,302
|
)
|
|||||||||||||
Balance, January 31, 2011
|
81,000,000
|
81,000
|
(53,000
|
)
|
(112,277
|
)
|
(84,277
|
)
|
||||||||||||
Stock reverse split: 1000:1
|
(80,919,000
|
)
|
(80,919
|
)
|
80,919
|
-
|
-
|
|||||||||||||
Common shares issued for management fee
|
90,000
|
90
|
89,910
|
-
|
90,000
|
|||||||||||||||
Common shares issued for services
|
40,000,000
|
40,000
|
-
|
-
|
40,000
|
|||||||||||||||
Common shares issued to purchase intangible assets
|
1,000,000
|
1,000
|
186,500
|
-
|
187,500
|
|||||||||||||||
Net (loss)
|
-
|
-
|
-
|
(316,647
|
)
|
(316,647
|
)
|
|||||||||||||
Balance, January 31, 2012
|
41,171,000
|
41,171
|
304,329
|
(428,924
|
)
|
(83,424
|
)
|
|||||||||||||
Common shares issued for debt settlement
|
29,999,997
|
30,000
|
-
|
-
|
30,000
|
|||||||||||||||
Common shares issued for advance payment to purchase CERs
|
3,000,000
|
3,000
|
657,000
|
-
|
660,000
|
|||||||||||||||
Net (Loss)
|
-
|
-
|
-
|
(247,197
|
)
|
(247,197
|
)
|
|||||||||||||
Balance January 31, 2013
|
74,170,997
|
74,171
|
961,329
|
(676,121
|
)
|
359,379
|
||||||||||||||
Net (Loss)
|
(684,620
|
)
|
(684,620
|
)
|
||||||||||||||||
Balance January 31, 2014
|
74,170,997
|
$
|
74,171
|
$
|
961,329
|
$
|
(1,360,741
|
)
|
$
|
(325,241
|
)
|
From
|
||||||||||||
Inception on
|
||||||||||||
Fiscal Year Ended
|
Fiscal Year Ended
|
November 6, 2008
|
||||||||||
January 31,
|
January 31
|
To January 31,
|
||||||||||
2014
|
2013
|
2014
|
||||||||||
Operating Activities
|
||||||||||||
Net (loss)
|
$ | (684,620 | ) | $ | (247,197 | ) | $ | (1,3600,741 | ) | |||
Adjustment to reconcile net loss to cash used by operations:
|
||||||||||||
Impairment of the advance payment for CER’s
|
660,000 | - | 660,000 | |||||||||
Stock based compensation, management services
|
- | - | 130,000 | |||||||||
Amortization
|
- | 187,500 | 187,500 | |||||||||
Prepaid expenses
|
- | 2,022 | (1,415 | ) | ||||||||
Accounts payable related party
|
- | 11,683 | 11,683 | |||||||||
Accounts payable
|
(6,354 | ) | 14,249 | 266,408 | ||||||||
Net cash (used) for operating activities
|
(30,974 | ) | (31,743 | ) | (106,565 | ) | ||||||
Financing Activities
|
||||||||||||
Advances payable
|
30,974 | 31,743 | 78,565 | |||||||||
Sale of common stock
|
- | - | 28,000 | |||||||||
Net cash provided by financing activities
|
30,974 | 31,743 | 106,565 | |||||||||
Net increase (decrease) in cash and equivalents
|
- | - | - | |||||||||
Cash and equivalents at beginning of the period
|
- | - | - | |||||||||
Cash and equivalents at end of the period
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of cash flow information and non-cash activities:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
|
- | - | - | |||||||||
Stock based compensation, management services
|
- | - | 130,000 | |||||||||
Shares issued to purchase intangible assets
|
- | - | 187,500 | |||||||||
Shares issued for settlement of accounts payable
|
- | 30,000 | 30,000 | |||||||||
Shares issued for advance payment to purchase CERs
|
- | 660,000 | 660,000 | |||||||||
$ | - | $ | 690,000 | $ | 1,007,500 | |||||||
January 31,
2014
|
January 31,
2013
|
|||||||
Cost
|
$ | - | 187,500 | |||||
Less accumulated amortization
|
- | (187,500 | ) | |||||
$ | - | $ | - |
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.
|
Name
|
Age
|
Position
|
Term of Office
|
Dean H. Kim
|
48
|
President, CEO and Director
|
April 23, 2014-present
|
Edward H. Kim
|
45
|
Secretary Treasurer and Director
|
April 23, 2014-present
|
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
|
2014
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Robert Baker
President & CEO, Secretary-Treasurer
|
2013
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Robert Baker
President & CEO, Secretary-Treasurer
|
2012
|
$40,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
40,000
(1)
|
Douglas Roe
President & CEO, Secretary-Treasurer
(resigned July 21, 2011)
|
2012
|
-0-
|
-0-
|
90,000
|
-0-
|
-0-
|
-0-
|
-0-
|
90,000
(2)
|
Harry Lappa
President & CEO, Secretary-Treasurer
(resigned April 25, 2011)
|
2012
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
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
|
-0-
|
-0-
|
-0-
|
Equity compensation plans not approved by security holders
|
-0-
|
-0-
|
-0-
|
Total
|
-0-
|
-0-
|
-0-
|
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.
|
TITLE OF
CLASS
|
NAME OF BENEFICIAL OWNER
|
AMOUNT AND NATURE OF BENEFICIAL OWNER
|
PERCENT OF
CLASS
(1)
|
Common
|
Dean Kim
|
-0-
|
-0-
|
Common
|
Edward Kim
|
-0-
|
-0-
|
Common
|
All Officers and Directors as a group
|
Common shares
|
-0-
|
(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
|
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.
|
Services
|
2014
$
|
2013
$
|
Audit fees
|
10,700
|
10,300
|
Audit related fees
|
-
|
-
|
Tax fees
|
-
|
-
|
All other fees
|
-
|
-
|
Total fees
|
10,700
|
10,300
|
Number
|
Description
|
|
3.1
|
Articles of Incorporation
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
|
3.2
|
Bylaws
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
|
3.3
|
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
|
3.4
|
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
|
10.1
|
Assignment agreement between the Company and Patedma executed on January 26, 2012.
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
|
10.2
|
Extension to Distribution Agreement between Patedma and the Company dated November 8, 2012
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-K filed with the SEC on May 15, 2013
|
10.3
|
Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) dated November 12, 2012 between the Company and Bluforest Inc.
|
Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-K filed with the SEC on May 15, 2013
|
10.4
|
Share Exchange Agreement dated March 11, 2014 between the Company and Ray Kim
|
Filed herewith
|
31.1
|
Section 302 Certification - Principal Executive Officer
|
Filed herewith
|
31.2 | Section 302 Certification - Principal Financial Officer | Filed herewith |
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
101.INS
|
XBRL Instance Document**
|
Filed herewith |
101.SCH
|
XBRL Taxonomy Extension Schema**
|
Filed herewith |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase**
|
Filed herewith |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase**
|
Filed herewith |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase**
|
Filed herewith |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase**
|
Filed herewith |
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
|
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
|
1 Year Global Resource Energy (CE) Chart |
1 Month Global Resource Energy (CE) Chart |
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