10-Q 1 form10q.htm FORM 10-Q form10q.htm



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

FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended October 31, 2011
   
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from __________ to ______________

333-157558
(Commission File Number)
   
GLOBAL RESOURCE ENERGY INC.
(Exact name of registrant as specified in its charter)
   
Nevada
68-0677348
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
3651 Lindell Rd., Suite D-172, Las Vegas, NV
89103
(Address of principal executive offices)
(Zip Code)
   
(702) 943-0325
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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

 
Yes [  ]  No [ X ]

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

 
Yes [  ]  No [  ]

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

Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
     
 

 
 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes [  ]  No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

40,171,000 common shares outstanding as of February 29, 2012
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

 
2

 

GLOBAL RESOURCE ENERGY INC.
TABLE OF CONTENTS


   
  Page
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
  4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  5
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  8
     
Item 4.
Controls and Procedures
  8
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
  11
     
Item 1A.
Risk Factors
  11
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  11
     
Item 3.
Defaults Upon Senior Securities
  11
     
Item 4.
Removed and Reserved
  11
     
Item 5.
Other Information
  11
     
Item 6.
Exhibits
  12
     
 
SIGNATURES
  12



 
3

 

PART I

ITEM 1.                                FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three and nine month periods ended October 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2012.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

 
Page
   
Balance Sheets
  F-1
   
Statements of Operations
  F-2
   
Statements of Cash Flows
  F-3
   
Notes to Unaudited Financial Statements
  F-4  to F-7

 
4

 

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


Assets
 
October 31, 2011
(Unaudited)
   
January 31, 2011
(Audited)
 
Current Assets
           
Cash
  $ -     $ -  
       Prepaid expenses
    4,187       -  
Total Assets
    4,187       -  
                 
Liabilities and Stockholders’ Equity (Deficit)
               
                 
Current Liabilities
               
Accounts payable
  $ 255,794     $ 84,277  
   Advances payable
    15,848          
Total Current Liabilities
    271,642       84,277  
                 
Total Liabilities
    271,642       84,277  
                 
Stockholders’ Equity (Deficit)
               
                 
Common stock, $0.001 par value, 250,000,000 authorized,
               
 and 40,171,000 shares (October 31, 2011) and 81,000 (January 31,  2011) issued and outstanding respectively
    40,171       81,000  
Additional paid-in-capital
    117,829       (53,000 )
Deficit accumulated during the development stage
    (425,455 )     (112,277 )
Total stockholders’ equity (deficit)
    (267,455 )     (84,277 )
Total liabilities and stockholders’ equity (deficit)
  $ 4,187     $ -  

The accompanying notes are an integral part of these financial statements

 
F-1

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
  For the three months    For the nine months      From Inception  
   ended October 31,    ended October 31,      (November 6, 2008)  
     2011     2010      2011      2010       To October 31, 2011  
                               
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Expenses
                                       
General and Administrative Expenses
  $ 45,250     $ 18     $ 135,948     $ 30     $ 200,360  
Professional Fees
    8,000       8,126       56,300       22,865       104,165  
Management Fees
    40,000       -       130,000       -       130,000  
Net (loss) from Operations before Taxes
    (93,250 )     (8,144 )     (322,248 )   $ (22,895 )   $ (434,525 )
                                         
Debts forgiven
    9,070       -       9,070       -       9,070  
Provisions for Income Taxes
    -       -       -       -       -  
Net (loss)
  $ (84,180 )     (8,144 )     (313,178 )   $ (22,895 )   $ (424,455 )
                                         
Loss per common Share
  $ (0.002 )   $ (0.105 )   $ (0.025 )   $ (0.298 )        
                                         
Weighted Average of Number of Common Shares Outstanding
    36,257,957       77,413       12,304,480       76,824          

The accompanying notes are an integral part of these financial statements

 
F-2

 

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

   
Nine months
   
Nine months
   
From Inception
 
   
Ended
   
Ended
   
(November 6, 2008)
 
   
October 31, 2011
   
October 31, 2010
   
To October 31, 2011
 
                   
Operating Activities
                 
Net (loss)
  $ (313,178 )   $ (22,895 )   $ (425,455 )
Adjustment to reconcile net loss to cash used by operations:
                       
   Stock based compensation, management services
    130,000       -       130,000  
Prepaid expenses
    (4,187 )     -       (4,187 )
Accounts payable
    171,517       12,965       255,794  
Net cash (used) for operating activities
    (15,848 )     (9,930 )     (43,848 )
                         
Financing Activities
            -          
 Advances payable
    15,848       -       15,848  
Sale of common stock
    -       -       28,000  
    Net cash provided by financing activities
    15,848       -       43,848  
                         
Net increase (decrease) in cash and equivalents
    -       (9,930 )     -  
Cash and equivalents at beginning of  the period
    -       12,729       -  
Cash and equivalents at end of the period
  $ -     $ 2,799     $ -  
                         
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     $ -     $ 130,000  

The accompanying notes are an integral part of these financial statements

 
F-3

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2011


1. ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

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

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

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

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through the period ended October 31, 2011 the Company has accumulated losses of $425,455.

 
F-4

 

GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2011


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 $425,455 as of October 31, 2011and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management will be required to raise additional capital to fund its current and future operations, and there is no guarantee said capital will be available as required.

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

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

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

f) Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.
 
h) 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.
 
 
F-5

 

 
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2011
 
i) Basic and Diluted Net Loss per Share
 
The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.
 
Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
 
j) Fiscal Periods
 
The Company's fiscal year end is January 31.
 
k) Reclassification
 
Certain prior period amounts have been reclassified to conform to the current period presentation.

3. COMMON STOCK

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

On December 5, 2008, the Company issued 180,000 shares of common stock for total cash proceeds of $3,000.

During the period February 1, 2009 to May 21, 2009 the Company issued 30,000 shares of common stock for cash proceeds of $25,000.

On December 22, 2009, the Company canceled and returned back to treasury 135,000 common shares.

On April 25, 2011, the Company issued 90,000 shares of common stock to its new officer and director, Douglas Roe. This issuance resulted in a change of control of the Company, Mr. Roe having control over 52.6% of the Company’s issued and outstanding shares of common stock.

On August 18 and 19, 2011 the Company issued 20,000,000 shares to Mr. Robert Baker, for a total of 40,000,000 shares of common stock. Mr. Baker became the Company’s sole officer and director on July 21, 2011.  The issuances resulted in a change in control, Mr. Baker having control over 99.6% of the Company’s issued and outstanding common stock.

As at October 31, 2011 we had a total of 40,171,000 shares issued and outstanding.

All shares and per-share data have been restated to reflect 1,000:1 reverse stock split which was effectuated with a record date of April 26, 2011. The Reverse Stock Split was implemented taking into account our authorized share capital and number of issued and outstanding shares of common stock as of the Record Date. The par value for our shares of common stock remained the same at $0.001.

4. INCOME TAXES

As of October 31, 2011, the Company had net operating loss carry forwards of approximately $425,455 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 
F-6

 
 
GLOBAL RESOURCE ENERGY INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
October 31, 2011


5. RELATED PARTY TRANSACTIONS

On April 25, 2011 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. Due to the fact that Mr. Roe is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares were valued at par value, or $0.001 per share. 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  hares of common stock.

On July 21, 2011 Mr. Roe resigned and concurrently Mr. Robert Baker was appointed the new President and Chief Executive officer. 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.  Due to the fact that Mr. Baker is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares were valued at par value, or $0.001 per share. This issuance resulted in a change of control of the Company.  Mr. Baker has voting control over 99.6% of the Company’s issued and outstanding common stock.

6. NEW ACCOUNTING PRONOUNCEMENTS

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may cause a material impact on our financial condition, or the results of our operations.

7. ADVANCES PAYABLE

During the nine month period ended October 31, 2011 the Company received an advance of $15,848 which amount was used to settle certain outstanding accounts payable and as deposits to certain vendors for services to be provided subsequent to the current period.  The advance bears no interest and is due on demand.

8. SUBSEQUENT EVENTS

On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED.   Under the terms of the assignment, the Company is required to issue 1,000,000 shares to Patedma.  The shares have not yet been issued.

We have evaluated subsequent events through February 27, 2012. Other than those set out above, there have been no subsequent events after October 31, 2011 for which disclosure is required.

 
F-7

 

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

Forward Looking Statements

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

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

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

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

Background

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

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

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

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

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

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

On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of three for one (3:1) of the Company’s total issued and outstanding shares of common stock (the “Forward Stock Split”). The Forward Stock Split was effectuated based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s best interests and those of its shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Forward Stock Split, including: (i) current trading price of the Company’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; and (ii) possible desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.
 
 
5

 


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

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

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.

On July 20, 2011 the Company accepted the resignation of Harry Lappa as Secretary and Director.

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, and the Company relocated its head office to Calgary, Alberta.

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.   This issuance resulted in a change of control of the Company.  Mr. Baker now has voting control over 99.5% of the Company’s issued and outstanding common stock.

On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED.   Under the terms of the assignment, the Company is required to issue 1,000,000 shares to Patedma.

At the report date our business plan is to be a licensor and reseller of clean technologies. We have not yet generated any revenue therefore the Company is in the development stage, however, we intend to commence operations and marketing of the products just acquired under the agreement with Patedma.

Liquidity & Capital Resources

We are a development stage company intending to engage in the licensing and reselling of clean technologies. We have just acquired distribution rights of certain LED lights for North America.  We intend to commence operations to market the lights under the agreement.  We have not generated any revenues and we expect to incur substantial costs while continuing to effect our business plan and meeting our ongoing corporate obligations and debt servicing.

We had no cash on hand as of October 31, 2011or January 31, 2011.   We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.

For the nine months ended October 31, 2011, we used net cash of $Nil in investing activities.  This remains unchanged from the fiscal year ended January 31, 2011.

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

 
6

 

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 the three and nine month periods ended October 31, 2011 and October 31, 2010.  The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. There can be no assurance that we will be able to raise any funds required to maintain our reporting status or to fund operations.
 
Comparison of the Three Months Ended October 31, 2011and October 31, 2010
 
During the three month periods ended October 31, 2011and 2010, we earned no revenues from operations.

For the three months ended October 31, 2011, our loss from operations increased substantially to $93,250, from $8,144 in the prior year.  This increase was mainly due to increased operations while we moved to execute our business plan and retained the services of legal and other professionals to assist in preparation and completion of the business plan.  We retained new management and provided a signing bonus in the form of 40,000,000 shares of the Company’s common stock, which shares were valued at $40,000 and recorded as management fees during the current three month period ended October 31, 2011, as compared to $Nil in the same period in the prior fiscal year.  General and administrative fees incurred during the three month period ended October 31, 2011 also increased substantially and totaled $45,250 compared to $18 in the comparative three month period ended October 31, 2010.  General and administrative fees include fees paid to consultants, general office expenses and fees paid to meet our regulatory reporting requirements. We incurred professional fees during the current three month period totaling $8,000 as compared to $8,126 over the same three months in the prior fiscal year.  During the most recently completed three months we recorded forgiveness of debt totaling $9,070 with no similar transaction in the prior fiscal year.  As a result our net loss for the three months ended October 31, 2011 and 2010 were $84,180 and $8,144 respectively.

Comparison of the Nine Months Ended October 31, 2011and October 31, 2010
 
During the nine month periods ended October 31, 2011and 2010, we earned no revenues from operations.

For the nine months ended October 31, 2011, our loss from operations increased substantially to $322,248, from $22,895 in the prior year.  This increase was mainly due to increased operations over the current nine months as while we moved to execute our business plan and retained the services of legal and other professionals to assist in preparation and completion of the business plan.  We retained new management and provided signing bonuses in the form of 40,090,000 shares of the Company’s common stock, which shares were valued at $130,000 and recorded as management fees during the current nine month period ended October 31, 2011, as compared to $Nil in the same period in the prior fiscal year.  General and administrative fees incurred during the nine month period ended October 31, 2011 also increased substantially and totaled $135,948 compared to $30 in the comparative nine month period ended October 31, 2010.  General and administrative fees include fees paid to consultants, general office expenses and fees paid to meet our regulatory reporting requirements. We professional fees during the current nine month period totaling $56,300 as compared

 
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to $22,865 over the same nine months in the prior fiscal year. The increase was predominantly attributed to an increase in legal expenses. During the most recently completed nine months we recorded forgiveness of debt totaling $9,070 with no similar transaction in the prior fiscal year.  As a result our net loss for the nine months ended October 31, 2011 and 2010 were $313,178 and $22,895 respectively.

Period from inception, November 6, 2008 to October 31, 2011
 
Our revenues since inception to date have been $nil.  Since inception, we have an accumulated deficit during the development stage of $424,455, the majority of which was incurred in the current nine month period ended October 31, 2011 as we restructured the Company and commenced our business operations.   We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the development stage.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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 October 31, 2011, 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 October 31, 2011.  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 October 31, 2011, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

 
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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 October 31, 2011.

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 October 31, 2011, 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 Quarterly Report on Form 10-Q for the period ended October 31, 2011, 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.

 

 
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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.
 
 
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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 1A.  RISK FACTORS

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

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

Recent Sales of Unregistered Securities:

On August 1, 2011 the Company approved an annual salary to its new CEO, President and sole director, Mr. Robert 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.   This issuance resulted in a change of control of the Company.  Mr. Baker now has voting control over 99.5% of the Company’s issued and outstanding common stock. The issuance of the shares was conducted by the Company and was issued in reliance upon Regulation S of the Securities Act of 1933, as amended

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None
 
 
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ITEM 6.  EXHIBITS

Number
Description
 
   3.1
Articles of Incorporation
   Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
   3.2
Bylaws
   Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
   3.3
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010
   Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
   3.4
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011
   Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
   10.1
Assignment agreement between the Company and Patedma executed on January 26, 2012.
   Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
   31.1
Section 302 Certification - Principal Executive Officer
   Filed herewith
   31.2
Section 302 Certification - Principal Financial Officer
   Filed herewith
   32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   Filed herewith
101.INS
XBRL Instance Document
Filed herewith
101SCH
XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith

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:
February 29, 2012
By:
/s/ Robert Baker
   
Name:
Robert Baker
   
Title:
President, Chief Executive Officer (Principal Executive Officer, Principal Financial & Accounting Officer)


 
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