(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 30, 2012
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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333-157558
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(Commission File Number)
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GLOBAL RESOURCE ENERGY INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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68-0677348
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Bay #20, 4216 – 64th Ave SE, Calgary, AB, Canada
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T2C 2B3
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(Address of principal executive offices)
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(Zip Code)
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(403) 801-2755
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Yes [X ] No [ ]
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Yes [X] No [ ]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Yes [ ] No [X]
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Yes [ ] No [ ]
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71,170,997 common shares outstanding as of June 8, 2012
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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4 |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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5 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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7 |
Item 4.
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Controls and Procedures
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7 |
PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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9 |
Item 1A.
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Risk Factors
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9 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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9 |
Item 3.
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Defaults Upon Senior Securities
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9 |
Item 4.
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Mine Safety Disclosures
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9 |
Item 5.
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Other Information
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9 |
Item 6.
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Exhibits
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9 |
SIGNATURES
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10 |
Page
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Balance Sheets
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F-1
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Statements of Operations
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F-2
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Statements of Cash Flows
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F-3
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Notes to Unaudited Financial Statements
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F-4 to F-7
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Assets
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April 30, 2012
(Unaudited)
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January 31, 2012
(Audited)
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||||||
Current Assets
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||||||||
Prepaid expenses
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1,415 | 3,437 | ||||||
Total current assets
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1,415 | 3,437 | ||||||
Intangible assets, net
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125,000 | 187,500 | ||||||
Total Assets
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$ | 126,415 | $ | 190,937 | ||||
Liabilities and Stockholders’ Equity (Deficit)
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$ | 232,963 | $ | 258,513 | ||||
Advances payable
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24,082 | 15,848 | ||||||
Total Current Liabilities
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257,045 | 274,361 | ||||||
Total Liabilities
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257,045 | 274,361 | ||||||
Stockholders’ Equity (Deficit)
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||||||||
Common stock, $0.001 par value, 250,000,000 authorized,
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||||||||
and 71,170,997 shares (April 30, 2012) and 41,171,000 (January 31, 2012) issued and outstanding respectively
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71,171 | 41,171 | ||||||
Additional paid-in-capital
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304,329 | 304,329 | ||||||
Deficit accumulated during the development stage
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(506,130 | ) | (428,924 | ) | ||||
Total stockholders’ equity (deficit)
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(130,630 | ) | (83,424 | ) | ||||
Total liabilities and stockholders’ equity (deficit)
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$ | 126,415 | $ | 190,937 |
From
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||||||||||||
Inception on
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||||||||||||
Three months
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Three months
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November 6, 2008
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||||||||||
Ended
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Ended
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To
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||||||||||
April 30, 2012
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April 30, 2011
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April 30, 2012
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||||||||||
Revenues
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$ | - | $ | - | $ | - | ||||||
Expenses
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||||||||||||
General and administrative expenses
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$ | 4,228 | $ | 45,070 | 210,247 | |||||||
Amortization
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62,500 | - | 62,500 | |||||||||
Professional fees
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10,478 | 48,300 | 112,453 | |||||||||
Management fees
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- | 90,000 | $ | 130,000 | ||||||||
Net (loss) from Operations before Taxes
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(77,206 | ) | (183,370 | ) | (515,200 | ) | ||||||
Debts forgiven
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- | - | 9,070 | |||||||||
Provision for Income Taxes
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- | - | - | |||||||||
Net (loss)
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$ | (77,206 | ) | $ | (183,370 | ) | $ | (506,130 | ) | |||
(Loss) per common share – Basic and diluted
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$ | (0.00 | ) | $ | (2.13 | ) | ||||||
Weighted Average Number of Common Shares Outstanding
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43,504,333 | 86,056 | ||||||||||
From
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||||||||||||
Inception on
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||||||||||||
Three months
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Three months
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November 6, 2008
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||||||||||
Ended
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Ended
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To
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||||||||||
April 30, 2012
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April 30, 2011
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April 30, 2012
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Operating Activities
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Net (loss)
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$ | (77,206 | ) | $ | (183,370 | ) | $ | (506,130 | ) | |||
Adjustment to reconcile net loss to cash used by operations:
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||||||||||||
Stock based compensation, management services
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- | 90,000 | 130,000 | |||||||||
Amortization
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62,500 | - | 62,500 | |||||||||
Prepaid expenses
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2,022 | - | (1,415 | ) | ||||||||
Accounts payable
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4,450 | 93,370 | 262,963 | |||||||||
Net cash (used) for operating activities
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(8,234 | ) | - | (52,082 | ) | |||||||
Financing Activities
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Advances payable
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8,234 | - | 24,082 | |||||||||
Loans from Director
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- | - | - | |||||||||
Sale of common stock
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- | - | 28,000 | |||||||||
Net cash provided by financing activities
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8,234 | - | 52,082 | |||||||||
Net increase (decrease) in cash and equivalents
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- | - | - | |||||||||
Cash and equivalents at beginning of the period
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- | - | - | |||||||||
Cash and equivalents at end of the period
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$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of cash flow information and non-cash activities:
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||||||||||||
Cash paid for Interest
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$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
Stock based compensation, management services
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$ | - | $ | 90,000 | $ | 130,000 | ||||||
Shares issued to purchase intangible assets
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- | - | 187,500 | |||||||||
$ | - | $ | 90,000 | $ | 317,500 | |||||||
April 30, 2012
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January 31, 2012
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Cost
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$ | 187,500 | $ | 187,500 | ||||
Less accumulated amortization
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(62,500 | ) | - | |||||
$ | 125,000 | $ | 187,500 |
(1)
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changing the Company’s name from Myriad International, Corp. to Aura Bio Corp.; and
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(2)
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effecting a 20 for 1 forward-split of the Company’s issued and outstanding common shares.
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Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
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3.2
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Bylaws
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Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
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3.3
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Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010
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Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
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3.4
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Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011
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Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
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10.1
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Assignment agreement between the Company and Patedma executed on January 26, 2012.
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Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
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31.1
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Section 302 Certification - Principal Executive Officer
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Filed herewith
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31.2
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Section 302 Certification – Principal Financial Officer
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Filed herewith
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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GLOBAL RESOURCE ENERGY INC.
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Date:
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June 19, 2012
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By:
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/s/ Robert Baker
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Name:
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Robert Baker
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Title:
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President, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial & Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 19, 2012
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By:
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/s/ Robert Baker
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Name:
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Robert Baker
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Title:
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Chief Executive Officer, President, Secretary, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Debt Extinguishment
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3 Months Ended |
---|---|
Apr. 30, 2012
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Notes to Financial Statements | |
Debt Extinguishment |
4. DEBT EXTINGUISHEMENT
As of November 1, 2010, the Company was indebted to North American Investments in the amount of $30,000 for services rendered. Such services included preparation of a business plan, monthly consulting and project identification and review. Such debt was recorded on the Company's balance sheet as an account payable. The Company and North American Investments had an understanding that this debt was to be treated as an investment by North American Investments in the Company and that the debt investment could be converted into equity at a later date at the discretion of North American Investments. The parties agreed on April 23, 2012, to memorialize such agreement in the form of Convertible Promissory Note date as of the date of North American's original investment in the Company, November 1, 2010. On April 26, 2012, the Company issued a total of 29,999,997 shares to settle the debt to North American in full. |
Identified Intangible Assets
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3 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2012
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|||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||
Identified Intangible Assets |
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 31st October, 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 three month period ended April 30, 2012, the Company recorded $62,500 as amortization expenses.
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Balance Sheets (Unaudited) (USD $)
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Apr. 30, 2012
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Jan. 31, 2012
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---|---|---|
Current Assets | ||
Prepaid expenses | $ 1,415 | $ 3,437 |
Total current assets | 1,415 | 3,437 |
Intangible assets, net | 125,000 | 187,500 |
Total Assets | 126,415 | 190,937 |
Current Liabilities | ||
Accounts payable | 232,963 | 258,513 |
Advances payable | 24,082 | 15,848 |
Total Current Liabilities | 257,045 | 274,361 |
Total Liabilities | 257,045 | 274,361 |
Stockholders Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 authorized, 71,170,997 shares (April 30, 2012) and 41,171,000 (January 31, 2012) issued and outstanding respectively | 71,171 | 41,171 |
Additional paid-in-capital | 304,329 | 304,329 |
Deficit accumulated during the development stage | (506,130) | (428,924) |
Total stockholders equity (deficit) | (130,630) | (83,424) |
Total liabilities and stockholders equity (deficit) | $ 126,415 | $ 190,937 |
Organization and Business Operations
|
3 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
Organization and Business Operations |
1. ORGANIZATION AND BUSINESS OPERATIONS
Aura Bio Corp., now known as Global Resource Energy Inc., a corporation organized on November 6, 2008 under the laws of the State of Nevada (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) to change its name from Aura Bio Corp. to Global Resource Energy Inc. on November 16, 2010. The change in name to Global Resource Energy Inc. was effected December 10, 2010 on the Over-the-Counter Bulletin Board marketplace upon clearance by FINRA. The new trading symbol for the shares of common stock of the Company trading on the Over-the-Counter Bulletin Board has been changed to “GBEN”.
The Amendment and change in corporate name to Global Resource Energy Inc. was approved by the Board of Directors by unanimous written consent resolutions dated November 9, 2010. The Amendment was subsequently approved by certain shareholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent resolutions dated November 9, 2010. The change in corporate name was authorized and approved by the Board of Directors to better reflect the Company’s future business operations.
The Amendment filed with the Nevada Secretary of State also increased the Company’s authorized capital from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common stock, par value.
On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of three for one (3:1) of the Company’s total issued and outstanding shares of common stock (the “Forward Stock Split”). The Forward Stock Split was effectuated based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s best interests and those of its shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Forward Stock Split, including: (i) current trading price of the Company’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; and (ii) possible desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.
The Forward Stock Split was effectuated on December 10, 2010 based upon the filing with and acceptance by FINRA of the appropriate documentation. The Forward Stock Split increased the Corporation’s total issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock. The common stock will continue to be $0.001 par value, and all share values, references and amounts as presented in these financial statements reflect the impact of the forward split, retroactive to the date of inception.
On April 25, 2011, the Company received a resignation notice from Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares (pre-reverse-split) of the Company. This issuance resulted in a change of control of the Company, Mr. Roe having voting control over 52.6% of the Company’s issued and outstanding shares of common stock.
On April 26, 2011, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a for 1,000 reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011, and has been retroactively impacted to all shares and per share figures in these financial statements.
The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through the three months period ended April 30, 2012 the Company has accumulated losses of $506,130. |
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MD@JS",> "+ text.join( " " + text[p] + " ' + raw + ' 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 $506,130 as of April 30, 2012 and further losses are anticipated in the development of its business raising substantial
doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management will be required to raise additional
capital to fund its current and future operations, and there is no guarantee said capital will be available as required. c) Cash and Cash Equivalents The Company considers all
highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. d) Use of Estimates and
Assumptions The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. e) Foreign Currency Translation The Company's functional
currency and its reporting currency is the United States dollar. f) Financial Instruments The carrying value of the
Company’s financial instruments approximates their fair value because of the short maturity of these instruments. g) Identified
intangible assets Identified intangible assets
with identifiable useful lives are generally amortized on a straight-line basis over the periods of benefit in accordance with
ASC 350 (formerly SFAS No.142). We amortize all acquisition-related intangible assets that are subject to amortization over the
estimated useful life based on economic benefit. h) Stock-based Compensation Stock-based compensation
is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC 718, which establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s
equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock
issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services
rendered (based on contract or otherwise) whichever is more readily determinable. To date, the Company has not adopted a stock
option plan and has not granted any stock options. 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. j) Fiscal Periods The Company's fiscal year
end is January 31. 7. ADVANCES PAYABLE During the three month period
ended April 30, 2012 the Company received an advance of $8,234 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. 6. NEW ACCOUNTING PRONOUNCEMENTS ASU 2011-08, Intangibles
– Goodwill and Other (Topic 350): Testing Goodwill for Impairment, is applicable to fiscal years beginning after December
15, 2011. Early application is permitted. The Company is currently assessing the impact this standard will have on its financial
statements. The Company does not expect
the adoption of any other recent accounting pronouncements will have a material impact on its financial statements. 8. SUBSEQUENT EVENTS We have evaluated subsequent
events through June 18, 2012. Other than those set out above, there have been no subsequent events after April 30, 2012 for which
disclosure is required. 5. COMMON STOCK The authorized capital of
the Company is 250,000,000 common shares with a par value of $ 0.001 per share. On April 26, 2012, the Company
issued a total of 29,999,997 shares in settlement of certain debt on the books of the Company. (ref: Note – 4 above) As at April 30, 2012, we
had a total of 71,170,997 shares issued and outstanding.*DE4=8
M:>C%75;2Q924"0-QQ -4EMD5NQ8Y2H/)K5H^R>1H0IE3+2I@J.6&L\ZP7$LN&@05
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3 Months Ended
Notes to Financial Statements
Summary of Significant Accounting Policies
Statement of Financial Position [Abstract]
Common stock, par value
$ 0.001
$ 0.001
Common stock, shares authorized
250,000,000
250,000,000
Common stock, shares issued
71,170,997
41,171,000
3 Months Ended
Document And Entity Information
Entity Registrant Name
Global Resource Energy Inc.
Entity Central Index Key
0001454504
Document Type
10-Q
Document Period End Date
Apr. 30,
2012
Amendment Flag
false
Current Fiscal Year End Date
--01-31
Is Entity a Well-known Seasoned Issuer?
No
Is Entity a Voluntary Filer?
No
Is Entity's Reporting Status Current?
Yes
Entity Filer Category
Smaller Reporting Company
Entity Common Stock, Shares Outstanding
71,170,997
Document Fiscal Period Focus
Q1
Document Fiscal Year Focus
2013
3 Months Ended
42 Months Ended
Income Statement [Abstract]
Revenues
Expenses
General and administrative expenses
4,228
45,070
210,247
Amortization
62,500
62,500
Professional fees
10,478
48,300
112,453
Management fees
90,000
130,000
Net (loss) from Operations before Taxes
(77,206)
(183,370)
(515,200)
Debts forgiven
9,070
Provision for Income Taxes
Net (loss)
$ (77,206)
$ (183,370)
$ (506,130)
(Loss) per common share, Basic and diluted
$ 0.00
$ (2.13)
Weighted Average Number of Common Shares Outstanding
43,504,333
86,056
3 Months Ended
Notes to Financial Statements
Advances Payable
3 Months Ended
Notes to Financial Statements
New Accounting Pronouncements
3 Months Ended
Notes to Financial Statements
Subsequent Events
3 Months Ended
Notes to Financial Statements
Common Stock