-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 For the month of February, 2010 Commission File Number: 000-26414 GLOBETECH VENTURES CORP. Suite 1130 - 789 West Pender Street Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F. [ x ] Form 20-F [
] Form 40-F Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934. Yes [ ]
No [ x ] If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82- _________
SUBMITTED HEREWITH Exhibits 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. Globetech Ventures Corp. Consolidated Financial Statements (Unaudited) For the six months ended March 31, 2008 in Canadian dollars Globetech Ventures Corp. NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL
STATEMENTS In accordance with National Instrument 51-102
released by the Canadian Securities Administrators, the Company discloses that
its auditors have not reviewed the accompanying unaudited financial statements. The accompanying unaudited financial statements
of the Company have been prepared by and are the responsibility of the management
of the Company. The accompanying notes form an integral part of these
consolidated financial statements The accompanying notes form an integral part of these
consolidated financial statements The accompanying notes form an integral part of these
consolidated financial statements The accompanying notes form an integral part of these
consolidated financial statements The accompanying notes form an integral part of these
consolidated financial statements The accompanying notes form an integral part of these
consolidated financial statements Nature of Operations and Significant Accounting
Policies The Company is incorporated under the laws of British
Columbia, Canada, and its principal business activities included the
acquiring and developing of mineral properties and the processing of
related mineral resources. During the year ended September 30, 1998, the
Company determined that it was not feasible to continue its mineral
property operations. The Company is currently pursuing and evaluating
potential business ventures in the mineral field. These interim consolidated financial statements should be
read in conjunction with the audited September 30, 2007 annual financial
statements. These interim financial statements follow the same
accounting policies and methods of their application as in the September
30, 2007 annual financial statements. These interim consolidated financial
statements do not conform in all respects to the requirements of Canadian
generally accepted accounting principles for annual financial statements
in that they do not include all note disclosures. The preparation of financial statements in conformity
with Canadian generally accepted accounting principles requires management
to make estimates and assumptions which affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and expenses for the
periods reported. Actual results could differ from those
estimates. Recent Accounting Pronouncements Assessing Going Concern: The Canadian Accountability Standards Board (AcSB)
amended CICA Handbook Section 1400, to include requirements for management
to assess and disclose an entitys ability to continue as a going concern.
This section applies to interim and annual financial statements relating
to fiscal years beginning on or after January 1, 2008. The Company is
currently evaluating the impact of the adoption of the section on its
financial statements. Capital Disclosures: The AcSB issued CICA Handbook Section 1535 Capital
Disclosures The section specifies the disclosure of (i) an entitys
objectives, policies, and processes for managing capital; (ii)
quantitative data about what the entity regards as capital; (iii) whether
the entity has complied with capital requirements; and (iv) if it has not
complied, the consequences of such non-compliance. The Company is
currently evaluating the impact of the adoption of this new Section on its
financial statements. This new Section relates to disclosures which did
not have an impact on the Companys financial results. This section
applies to interim and annual financial statements relating to fiscal
years beginning on or after October 1, 2007. The Company is currently
evaluating the impact of the adoption of the section on its financial
statements. Goodwill and Intangible Assets: The AcSB issued CICA Handbook Section 3064 which replaces
Section 3062, Goodwill and Other Intangible Assets, and Section 3450,
Research and Development Costs. This new section establishes standards for
the recognition, measurement, presentation and disclosure of goodwill
subsequent to its initial recognition and of intangible assets. Standards
concerning goodwill remain unchanged from the standards included in the
previous Section 3062. The section applies to interim and annual financial
statements relating to fiscal years beginning on or after October 1, 2008.
Accordingly, the Company will adopt the new standards for its fiscal year
beginning January 1, 2009. It establishes standards for the recognition,
measurement, presentation and disclosure of goodwill subsequent to its
initial recognition and of intangible assets by profit-oriented
enterprises. Standards concerning goodwill are unchanged from the
standards included in the previous Section 3062. The Company is currently
evaluating the impact of the adoption of this new Section on its financial
statements. Financial instruments: CICA Handbook Section 3862, Financial Instruments -
Disclosure, increases the disclosures currently required to enable users
to evaluate the significance of financial instruments for an entity's
financial position and performance, including disclosures about fair
value. CICA Handbook Section 3863, Financial Instruments Presentation,
replaces the existing requirements on the presentation of financial
instruments, which have been carried forward unchanged. These standards
are effective for interim and annual financial statements relating to
fiscal years beginning on or after October 1, 2007. The Company is
currently evaluating the impact of the adoption of these changes on the
disclosure and presentation within its financial
statements. Nature of Operations and Significant Accounting
Policies continued International financial reporting standards
(IFRS): In 2006, AcSB published a new strategic plan that will
significantly affect financial reporting requirements for Canadian
companies. The AcSB strategic plan outlines the convergence of Canadian
GAAP with IFRS over an expected five year transitional period. In February
2008, the AcSB announced that 2011 is the changeover date for
publicly-listed companies to use IFRS, replacing Canadas own GAAP. The
date is for interim and annual financial statements relating to fiscal
years beginning on or after January 1, 2011. The transition date of
January 1, 2011 will require the restatement for comparative purposes of
amounts reported by the Company for the year ended December 31, 2010.
While the Company has begun assessing the adoption of IFRS for 2011, the
financial reporting impact of the transition to IFRS cannot be reasonably
estimated at this time. Equipment Mineral Properties and Deferred Resource Property
Expenditures On February 28, 2005, Globetech
announced that it entered into an option agreement whereby the Company can earn
a 100% interest in the Gladys Lake porphyry molybdenum property from Mr. John
Peter Ross of Whitehorse, Yukon. The Gladys Lake property is situated in
northwestern British Columbia approximately 50 km northeast of Atlin and 15 km
north of the Adanac molybdenum deposit presently undergoing final engineering
studies and permitting. In order to earn a 100% interest, the
Company is required to pay a total of $95,000, in ascending payments over a
period of four years. The agreement also calls for the issuing of 400,000 shares
of Globetech over this same period. Since April 12, 2005, the Company has issued
150,000 shares from treasury. After the four-year period, the Company agrees to
pay an annual advance royalty of $25,000 commencing February 28, 2010. On
completion of a bankable feasibility, the Company will issue to the vendor a
further 400,000 shares of Globetech. The vendor will retain a 3% Net Smelter
Return Royalty, 2% of which can be purchased by the Company on a pro-rata basis
for the sum of $2,000,000 at any time within five years of commencement of
commercial production. On November 13, 2007, the Company
announced that it had entered into an option agreement with Forbes and Manhattan
B.C. Ltd. ("Manhattan"). Under this agreement Manhattan may earn a 65% interest
in the Gladys Lake molybdenum property by incurring $1.0 million in exploration
and development expense and making cash payments to the vendor. Globetech will
continue to issue shares to the vendor as previously agreed. During 2008, the Company paid $NIL
(2007 - $nil) and issued an additional 50,000 (2007 - 50,000) shares. Under the
option agreement with Manhattan, the Company no longer needs to make cash
payments to the vendor. Mineral Properties and Deferred Resource Property
Expenditures continued Related Parties The Company has entered into the
following transactions with related parties which are in the normal course of
operations and have been valued in these financial statements at the exchange
amount which is the amount of consideration established and agreed to by the
related parties. Included in accounts payable and
accrued liabilities was $10,500 (September 30, 2007 - $13,958) due to a
director, and $62,272 (September 30, 2007 - $12,000) due to officers of the
Company. Amounts due to related parties do not
bear interest, are unsecured, and have no fixed payment terms. Accordingly the
fair value cannot be readily determined. Loans Payable On January 31, 2007 the Company entered
into debt settlement agreements to retire loans of $343,098 plus additional
interest of $31,678 for a total of $374,776. The debt was settled in part on May
4, 2007 by the issuance of 1,873,880 shares at a price of $0.20 per share.
Additional interest of $36,250 has been recognized and the Company has agreed to
issue an additional 241,667 shares as payment in full. Share Capital The Company has issued 20,731,879 common shares of which 25,000
shares are held in escrow as at March 31, 2008. The Company has adopted an incentive stock option plan
(the "Plan"). The essential elements of the Plan provide that the aggregate
number of shares of the Company's capital stock issuable pursuant to options
granted under the Plan may not exceed 5,800,630 shares. Options granted under
the Plan may have a maximum term of five (5) years. The exercise price of the
options granted under the Plan will not be less than the fair market value of
the common stock at the date of grant. The Plan Administrator shall specify
the vesting schedule for each stock option granted. Total options vested at March 31, 2008
were 1,600,000 (September 30, 2007 - 1,200,000). (ii) Using the fair value method for stock-based compensation,
stock-based compensation expense of $129,946 was recorded in the consolidated
statements of operations and deficit for the period ended March 31, 2008 (March
31, 2007 - $nil). This amount was determined using the Black Scholes Option
Pricing Model assuming no dividends are to be paid, with a weighted average
expected stock option life of 3 years, a weighted average volatility of the
Company's share price of 107.1% and an average annual risk free interest rate of
3.8% . (iii) The following table summarizes information about stock
options, outstanding at March 31, 2008: Share Capital continued Warrants Contingencies The Company has made a demand for the return
of 2,000,000 shares issued in connection with the Amapa property due to
breach of the contract. The Company is of the opinion that the breaches
incurred by the defendants occurred before any non- performance of the
contract on its part and that it should able to exercise its rights under
the contract to repurchase the 2,000,000 shares issued for $100.00. The
outcome is not determinable. Subsequent events Pursuant to the acquisition of the Gladys
Lake option, the Company issued 50,000 shares. The Company issued 200,000 shares to settle
the indebtedness with a creditor. May 26, 2008 The Company Globetech Ventures Corp. (Globetech or the Company), a
public company listed on the OTC Bulletin Board under the symbol GTVCF, was
incorporated under the laws of the Province of British Columbia on November 20,
1991 under the name Universal Enterprises Corp. The Company then changed its
name to Colossal Resources Corp. on August 17, 1992 and became a reporting
issuer with its shares listed for trading on the Vancouver Stock Exchange under
the symbol CLP. On February 24, 1997 the Company voluntarily de-listed its
shares from the Vancouver Stock Exchange and its shares were listed for trading
on the NASDAQ Small Cap Exchange under the symbol CLPZF on April 3, 1996. On
July 28, 1998 the Companys shares were de-listed from the NASDAQ Small Cap
Exchange for failing to maintain a bid price of not less than US$1.00 per share.
The Company subsequently listed its shares for trading on the OTC Bulletin Board
under the symbol CLPZF. On September 20, 2000 the Company changed its name to
Globetech Ventures Corp. with a new trading symbol of GTVCF. The Companys head office and principal place of business is
located at Suite 1128 - 789 West Pender Street, Vancouver, BC, V6C 1H2. Business of the Company Globetechs principal business activities include the acquiring
and exploration of mineral properties and the processing of related mineral
resources. On February 28, 2005, Globetech entered into an option
agreement whereby the Company can earn a 100% interest in the Gladys Lake
porphyry molybdenum property from Mr. John Peter Ross of Whitehorse, Yukon. The
Gladys Lake property is situated in northwestern British Columbia approximately
50 km northeast of Atlin and 15 km north of the Adanac molybdenum deposit
presently undergoing final engineering studies and permitting. In order to earn a 100% interest, the Company is required to
pay a total of $95,000, in ascending payments over a period of four years. The
agreement also calls for the issuing of 400,000 shares of Globetech over this
same period. After the four-year period, the Company agrees to pay an annual
advance royalty of $25,000 commencing February 28, 2010. On completion of a
bankable feasibility, the Company will issue to the vendor a further 400,000
shares of Globetech. The vendor will retain a 3% Net Smelter Return Royalty, 2%
of which can be purchased by the Company on a pro-rata basis for the sum of
$2,000,000 at any time within five years of commencement of commercial
production. The qualified person as defined by NI 43-101 for this news release
is John Kowalchuk, P.Geo. Exploration Manager. On November 13, 2007, the Company announced that it had entered
into an option agreement with Forbes and Manhattan B.C. Ltd. ("Manhattan").
Under this agreement Manhattan may earn a 65% interest in the Gladys Lake
molybdenum property by incurring $1.0 million in exploration and development
expense and making cash payments to the vendor. Globetech will continue to issue
shares to the vendor as previously agreed. During 2007, the Company paid $NIL (2006 - $15,000) and issued
an additional 50,000 (2006 -50,000) shares. Under the option agreement with
Manhattan, the Company no longer needs to make cash payments to the vendor. For six months ended March 31, 2008, the Company issued an
additional 50,000 (2007 NIL) shares under option agreement. The Gladys Lake molybdenite deposit lies about 2 to 3
kilometres south of the west end of Gladys Lake approximately 50 kilometres
northeast of the town of Atlin, British Columbia. The deposit received extensive
work by Amax Explorations Ltd. in 1970 and 1971 when geological and geochemical
surveys, trenching and 726 metres of diamond drilling were completed. The drill
results were not documented for assessment work. In 1978, Quest Explorations
Ltd. recovered the drill core, logged and assayed the core. The results are
shown in the table below. The property is underlain by a sequence of sediments of the
Late Paleozoic Cache Creek Group. These rocks are intruded by small bodies of
Late Mesozoic alaskite. The alaskite consists of a ring-dyke complex exposed at
higher elevations and a probable large stock-like body at depth. Roughly
centered about the alaskite is a quartz vein stockwork zone lying within a
larger zone of weakly to intensely altered rocks. The alaskite complex has an
outer diameter ranging from 500 m (1600 feet) to 700 m (2300 feet). The hornfelsed and altered zones are both roughly centered
about the alaskite outcrop. The hornfels measures approximately 3500 m (11,500
feet) and 2000 m (6,600 feet) respectively. The wallrock alteration zone lies
within the hornfelsed zone and has an elliptical shape with the long axis being
approximately 2500 m (8200 feet) and the short axis being 1500 m (5000 feet).
The wallrock alteration zone is characterized by pervasive weak to intense
degrees of bleaching and silicification with attendant development of sericite
occurring along fractures and disseminated along margins of quartz veins. Quartz veining occurs widespread throughout the alteration zone
with sedimentary rocks and alaskite. Veins commonly range from 1/8 in to ¾ in
wide and are relatively continuous and sharp walled. The quartz vein stockwork
zone is roughly centered about the alaskite ring dyke complex. Sulphide minerals recognized on the property include pyrite,
molybdenite, chalcopyrite and pyrrhotite. Very minor amounts of scheelite and
wolframite have been observed Molybdenite occurs as medium grained flakes, books
and rosettes along margins of quartz veins within the stockwork zone and in most
of the stringer zones. Also fine-grained molybdenite occurs along dry fractures
within the stockwork zone. The geochemistry survey completed by AMAX in 1970 produced an
anomalous target 1200 m (4000 feet) by 800 m (2700 feet). This soil geochemical
anomaly outlines the trace of the main molybdenum mineralization in the quartz
stockwork zone. Surface rock sampling from outcrop and trenching gave range
from 0.02% to 0.05% MoS2. Core sampling, supervised by R.H. Seraphim, Ph.D.,
P.Eng. in 1978, gave the following values: These drill hole assays are historical data and have not been
verified by the Companys qualified person and are not 43-101 compliant. They
were obtained from the assessment records held by the Government of British
Columbia and the reputation of the Geologist R. H. Seraphim would suggest that
it is reliable, however because it was not completed under the rigors of NI
43-101 it must only be viewed as historical data. The Company will be
contracting an independent Qualified Person to visit the property and prepare a
NI 43-101 report on the project. The Gladys Lake property hosts a molybdenum deposit similar in
tenor and size to the Adanac Deposit to the south. The property has an excellent
anomalous soil footprint and weakly mineralized surface showings of molybdenite.
Limited diamond drilling suggests that the grade of the mineralization is
similar to that at Adanac with grades ranging from 0.05 to 0.1% MoS2. Selected Annual Information The following information is derived from the consolidated
financial statements of the Company for each of the three years ended September
30, 2007, 2006 and 2005. Results of Operations For the six months ended March 31, 2008, the Company had a net
loss of $241,403 compared to a net loss of $173,934 for the previous comparative
period, an increase of 39%. The largest item in the current period is
stock-based compensation expense of $129,946. Without the stock-based
compensation expense, the net loss actually decreased 36% as compared to the six
months ended March 31, 2007. The main difference was consulting fees of $10,000
as compared to $75,545 in the comparable quarter. The Company has continued to
look for projects to undertake in mining and other various fields. Summary of Quarterly Results Results for the eight most recently completed quarters are
summarized as follows:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Translation of registrant's name into English)
Vancouver, BC Canada V6C 3G2
(Address of principal executive offices)
Globetech Ventures Corp.
(Registrant)
Date: February 18, 2010
By:
/s/ Casey Forward
Casey Forward
Title:
President
(An exploration stage
company)
(the
"Company")
(An exploration stage company)
Consolidated
Financial Statements
For the six months ended March 31,
2008
"Casey
Forward"
"Ping
Shen"
Chief Executive Officer
Chief Financial Officer
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Balance Sheets
(in Canadian dollars)
(unaudited)
March 31,
September
2008
30, 2007
ASSETS
Current Assets
Cash and cash equivalents
$
4,242
$
128
GST refundable
4,536
12,491
8,778
12,619
Equipment (note
2)
924
1,076
Mineral properties (note 3)
101,231
94,231
$
110,933
$
107,926
LIABILITIES
Current
Liabilities
Accounts
payable and accrued liabilities (note 4)
$
169,491
$
145,432
Loans
payable (note 5)
36,250
36,250
205,741
181,682
SHAREHOLDERS' DEFICIENCY
Capital stock
Authorized
Unlimited common shares of no par value
Issued and outstanding -
(note 6)
35,316,072
35,225,667
Contributed
surplus
2,831,824
2,701,878
Deficit accumulated during the exploration stage
(38,242,704
)
(38,001,301
)
(94,808
)
(73,756
)
$
110,933
$
107,926
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Statements of Operations and
Deficit
(in Canadian dollars)
(unaudited)
For the three months ended
March
31
For the six months ended
March 31
2008
2007
2008
2007
Administrative expenses
Accounting and
legal
$
41,187
$
2,226
$
52,282
$
7,941
Amortization
75
106
151
212
Consulting fees
-
40,583
10,000
75,545
Interest and bank charges
197
14,103
348
22,718
Management fees
18,000
15,000
36,000
30,000
Office and miscellaneous
4,535
18,012
9,055
24,012
Regulatory and
transfer agent fees
2,138
2,178
3,242
2,362
Stock-based compensation
-
-
129,946
-
Telephone
180
439
360
689
Travel and promotion
19
2,243
19
10,455
Net loss for the period
66,331
94,890
241,403
173,934
Deficit, beginning
of period
(38,176,373
)
(37,479,494
)
(38,001,301
)
(37,400,450
)
Deficit, end
of period
$
(38,242,704
)
$
(37,574,384
)
$
(38,242,704
)
$
(37,574,384
)
Loss per share
$
0.00
$
0.01
$
0.01
$
0.01
Weighted average number of shares
Basic and diluted
20,715,945
15,640,751
20,681,110
15,640,751
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
(Deficiency)
(in Canadian dollars)
(unaudited)
Number of
shares
Common
Shares issued
and fully paid
Contributed
Surplus and
Equity portion
of convertible
debentures
Deficit
accumulated
during the
exploration
stage
Total
Balance December, 1991
-
$
-
$
-
$
-
$
-
Issuance of shares for cash
Private placements
1,280,001
159,500
-
-
159,500
Loss for the period
-
-
-
(32,080
)
(32,080
)
Balance September 30, 1992
1,280,001
159,500
-
(32,080
)
127,420
Issuance of shares for cash
By way of prospectus
600,000
360,000
-
-
360,000
Exercise of options
112,000
67,200
-
-
67,200
Exercise of warrants
100,000
60,000
-
-
60,000
Issuance of shares for property
150,000
90,000
-
-
90,000
Share issue costs
-
(83,205
)
-
-
(83,205
)
Loss for the year
-
-
-
(105,902
)
(105,902
)
Balance September
30, 1993
2,242,001
653,495
-
(137,982
)
515,513
Issuance of shares for cash
Private placements
400,000
576,000
-
-
576,000
Share issue costs
-
(60,622
)
-
-
(60,622
)
Loss for the year
-
-
-
(403,571
)
(403,571
)
Balance September
30, 1994
2,642,001
1,168,873
-
(541,553
)
627,320
Issuance of shares for cash
Private placements
418,000
1,121,400
-
-
1,121,400
Exercise of options
204,000
347,440
-
-
347,440
Issuance of shares for finders fees
35,069
99,570
-
-
99,570
Share issue costs
-
(108,570
)
-
-
(108,570
)
Loss for the year
-
-
-
(343,044
)
(343,044
)
Balance September
30, 1995
3,299,070
2,628,713
-
(884,597
)
1,744,116
Issuance of shares for cash
Private placements
1,488,000
6,178,000
-
-
6,178,000
Exercise of options
1,128,584
4,161,930
-
-
4,161,930
Issuance of shares for finders fees
75,624
197,379
-
-
197,379
Share issue costs
-
(365,874
)
-
-
(365,874
)
Loss for the year
-
-
-
(1,533,474
)
(1,533,474
)
Balance September
30, 1996
5,991,278
$
12,800,148
$
-
$
(2,418,071
)
$
10,382,077
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
(Deficiency) (continued)
(in Canadian dollars)
(unaudited)
Contributed
Deficit
Surplus and
accumulated
Common
Equity portion
during the
Number of
Shares issued
of convertible
exploration
shares
and
fully paid
debentures
stage
Total
Balance forward
5,991,278
$
12,800,148
$
-
$
(2,418,071
)
$
10,382,077
Issuance of shares for cash
Exercise of options
243,000
639,730
-
-
639,730
Exercise of warrants
845,447
3,696,723
-
-
3,696,723
Issued on conversion of debt
2,464,950
4,821,079
-
-
4,821,079
Issuance of common shares for acquisition of subsidiary
171,282
1,124,745
-
-
1,124,745
Issuance of shares for finders fees
65,298
457,086
-
-
457,086
Share issue costs
-
(472,562
)
-
-
(472,562
)
Equity portion of convertible debentures
-
-
169,760
-
169,760
Loss for the period
-
-
-
(2,822,786
)
(2,822,786
)
Balance September
30, 1997
9,781,255
23,066,949
169,760
(5,240,857
)
17,995,852
Contingent consideration on acquisition of subsidiary
-
(1,086,901
)
-
-
(1,086,901
)
Issued on conversion of debt
277,776
261,679
(59,219
)
-
202,460
10,059,031
22,241,727
110,541
(5,240,857
)
17,111,411
Capital stock consolidation (7.5:1)
(8,717,827
)
-
-
-
-
Issued on conversion of debt
221,234
519,691
(110,541
)
-
409,150
Issued on settlement of debt
550,000
111,152
-
-
111,152
Loss for year
-
-
-
(20,236,904
)
(20,236,904
)
Balance September 30, 1998
2,112,438
22,872,570
(110,541
)
(25,477,761
)
(2,605,191
)
Issued on settlement of debt
1,433,364
1,604,029
-
-
1,604,029
Loss for the year
-
-
-
(706,147
)
(706,147
)
Balance September 30, 1999
3,545,802
24,476,599
-
(26,183,908
)
(1,707,309
)
Issuance of shares for cash
Exercise of options
24,100
56,321
-
-
56,321
Exercise of warrants
227,273
370,612
-
-
370,612
Issued on conversion of debt
1,830,073
1,078,550
-
-
1,078,550
Issued on settlement of debt
220,748
489,660
-
-
489,660
Subscriptions received in advance
-
369,875
-
-
369,875
Share issue costs
-
(74,141
)
-
-
(74,141
)
Loss for the year
-
-
-
(438,663
)
(438,663
)
Balance September 30, 2000
5,847,996
26,767,476
-
(26,622,571
)
144,905
Issuance of shares for cash
Private placement
2,000,000
456,840
-
-
456,840
Issued for subscriptions received in advance
227,273
369,875
-
-
369,875
Subscriptions received in advance
-
(369,875
)
-
-
(369,875
)
Issued on acquisition of equity investment
500,000
192,075
-
-
192,075
Issued on settlement of debt
914,670
502,784
-
-
502,784
Share issue costs
-
(45,492
)
-
-
(45,492
)
Loss for the year
-
-
-
(1,822,692
)
(1,822,692
)
Balance September 30, 2001
9,489,939
$
27,873,683
$
-
$
(28,445,263
)
$
(571,580
)
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
(Deficiency) (continued)
(in Canadian dollars)
(unaudited)
Contributed
Deficit
Surplus and
accumulated
Common
Equity portion
during the
Number of
Shares issued
of convertible
exploration
shares
and
fully paid
debentures
stage
-
Total
Balance forward
9,489,939
$
27,873,683
$
-
$
(28,445,263
)
$
(571,580
)
Loss for the year
-
-
-
(319,713
)
(319,713
)
Balance September 30, 2002
9,489,939
27,873,683
-
(28,764,976
)
(891,293
)
Loss for the year
-
-
-
(47,171
)
(47,171
)
Balance September
30, 2003
9,489,939
27,873,683
-
(28,812,147
)
(938,464
)
Issuance of shares for cash
Private placements
1,797,674
1,299,990
-
-
1,299,990
Issued on conversion of debt
652,000
432,000
-
-
432,000
Acquisition of Brazil Gold Ltda.
2,000,000
4,050,000
-
-
4,050,000
Share issue costs
-
(135,690
)
-
-
(135,690
)
Contributed surplus
-
-
2,429,100
-
2,429,100
Loss for the year
-
-
-
(7,302,024
)
(7,302,024
)
Balance September 30, 2004
13,939,613
33,519,983
2,429,100
(36,114,171
)
(165,088
)
Issuance of shares for cash
Private placement - August 4, 2004 - shares
issued due to repricing clause
302,326
-
-
-
-
Acquisition of Gladys Lake option
50,000
18,504
-
-
18,504
Issued on conversion of debt
180,000
76,704
-
-
76,704
Contributed surplus
-
-
579,654
-
579,654
Loss for the year
-
-
-
(778,853
)
(778,853
)
Balance September
30, 2005
14,471,939
33,615,191
3,008,754
(36,893,024
)
(269,079
)
Warrant shares issued
257,812
-
-
-
-
Acquisition of Gladys Lake option
50,000
10,500
-
-
10,500
Issued on conversion of debt
861,000
199,270
-
-
199,270
Loss for the year
-
-
-
(507,426
)
(507,426
)
Balance September 30, 2006
15,640,751
33,824,961
3,008,754
(37,400,450
)
(566,735
)
Acquisition of Gladys Lake option
50,000
16,500
-
-
16,500
Issued on conversion of debt
3,731,128
780,330
-
-
780,330
Issued on exercise of stock options
900,000
603,876
(306,876
)
-
297,000
Loss for the year
-
-
-
(600,851
)
(600,851
)
Balance September
30, 2007
20,321,879
35,225,667
2,701,878
(38,001,301
)
(73,756
)
Issued on conversion of debt
360,000
83,406
-
-
83,406
Acquisition of Gladys Lake option
50,000
7,000
7,000
Contributed surplus
-
-
129,945
-
129,945
Loss for the period
-
-
-
(241,403
)
(241,403
)
Balance March 31, 2008
20,731,879
$
35,316,073
$
2,831,823
$
(38,242,704
)
$
(94,808
)
Globetech Ventures Corp.
(An exploration stage company)
Consolidated Statements of Cash Flows
(in Canadian dollars)
(unaudited)
For the three months ended
For the six months ended
March 31
March 31
2008
2007
2008
2007
Operating Activities
Net loss for the
period
$
(66,331
)
$
(94,890
)
$
(241,403
)
$
(173,934
)
Items not involving cash
Amortization
75
106
151
212
Stock-based
compensation
-
-
129,946
-
Change in
non-cash working capital
GST
refundable and other receivables
(2,985
)
643
7,955
233
Accounts
payable and accrued liabilities
73,243
83,586
107,465
154,319
Net cash used
in operating activities
4,002
(10,555
)
4,114
(19,170
)
Financing Activities
Loans payable
-
14,080
-
22,657
Net cash
provided from financing activities
-
14,080
-
22,657
Investing Activities
Expenditures on mineral
properties
-
-
-
-
Net cash used
in investing activities
-
-
-
-
Change in cash and cash equivalents
4,002
3,525
4,114
3,487
Cash and cash equivalents at beginning of period
240
245
128
283
Cash and cash equivalents at end of period
$
4,242
$
3,770
$
4,242
$
3,770
Globetech Ventures Corp.
Notes to Consolidated Financial Statements
March 31, 2008
(in Canadian dollars)
(unaudited)
1.
Globetech Ventures Corp.
Notes to Consolidated Financial Statements
March 31, 2008
(in Canadian dollars)
(unaudited)
1.
2.
September 30,
For the six months ended March 31, 2008
2007
Accumulated
Cost
amortization
Net book value
Net book value
Office equipment
$
5,222
$
5,036
$
186
$
207
Computer equipment
26,313
25,575
738
869
$
31,535
$
30,611
$
924
$
1,076
3.
The schedule of
share issuances is as follows:
Date
Shares
Status
March 21, 2007
50,000
Issued
March 21, 2008
100,000
Issued
March 21, 2009
150,000
Globetech Ventures Corp.
Notes to Consolidated Financial Statements
March 31, 2008
(in Canadian dollars)
(unaudited)
3.
For the six
To September
months ended
Cumulative to
The Company has incurred the following costs on the Gladys
Lake property:
30, 2007
March 31, 2008
March 31, 2008
Acquisition
costs
$
70,504
$
7,000
$
77,504
Exploration costs
Report
13,199
-
13,199
Assessment
work
1,789
-
1,789
Geologist
4,000
-
4,000
Transportation
4,739
-
4,739
Total
$
94,231
$
7,000
$
101,231
4.
For the six
For the six
months ended
months ended
March 31,
2008
March 31,
2007
Management fees to officers of the Company
$
36,000
$
30,000
Consulting fees paid to a director
10,000
-
Paid or accrued accounting fees to an officer
3,000
-
$
49,000
$
30,000
5.
September 30,
March 31, 2008
2007
Loans payable which are unsecured, due on demand and bear
interest at 10% per annum
$
36,250
$
36,250
Globetech Ventures Corp.
Notes to Consolidated Financial Statements
March 31, 2008
(in Canadian dollars)
(unaudited)
6.
a)
Common Shares
The authorized share capital of the Company is unlimited without par value.
b)
Issued
Number of Shares
Share Capital
Balance, September 30, 2006
15,640,751
$
33,824,961
Acquisition of Gladys Lake option (note 3)
50,000
$
0.33
16,500
Exercise of options
900,000
$
0.33
297,000
Shares issued for debt (note 5)
1,873,880
$
0.20
374,776
Shares issued for debt
1,296,745
$
0.20
259,349
Shares issued for debt
271,500
$
0.20
54,300
Shares issued for debt
289,003
$
0.318
91,903
Contributed
surplus allocated
-
306,876
Balance, September 30, 2007
20,321,879
35,225,665
Shares issued for debt
360,000
$
0.23
83,407
Acquisition of Gladys Lake option (note 3)
50,000
$
0.14
7,000
Balance,
March 31, 2008
20,731,879
$
35,316,072
c)
Stock Options
(i) The changes in
stock options were as follows:
For the six
For the year
months ended
Weighted
ended
Weighted
March 31,
Average
September 30,
Average
2008
Exercise Price
2007
Exercise Price
Balance outstanding, beginning of year
1,200,000
$
0.78
2,100,000
$
0.54
Options granted
1,600,000
0.15
-
-
Forfeited
(800,000
)
0.30
(900,000
)
0.30
Forfeited
(400,000
)
USD$1.75
Balance outstanding, end of period
1,600,000
$
0.15
1,200,000
$
0.78
Number outstanding at March
Weighted average remaining
Range of exercise
prices
31,
2008
contractual life (years)
$ 0.15
1,600,000
2.7
$ 0.15
1,600,000
2.7
Globetech Ventures Corp.
Notes to Consolidated Financial Statements
March 31, 2008
(in Canadian dollars)
(unaudited)
6.
d)
At March 31, 2008, the Company had nil (September 30, 2007 - nil) common
share purchase warrants outstanding to purchase nil common shares of the
Company.
7.
8.
GLOBETECH VENTURES CORP.
Management Discussion and Analysis
For the Six
Months Ended March 31, 2008
GLOBETECH VENTURES CORP.
Management Discussion and Analysis
For the Six
Months Ended March 31, 2008
Hole 1
220 to 401
181
0.110% MoS2.
Hole 2
200 to 586
386
0.089% MoS2
Hole 3
72 to 175
103
0.051% MoS2
332 to 490
158
0.022% MoS2
Hole 4
not sampled
Hole 5
520 to 556
36
0.087%
MoS2
GLOBETECH VENTURES CORP.
Management Discussion and Analysis
For the Six
Months Ended March 31, 2008
Year Ended,
September 30, 2007 Year Ended,
September 30, 2006 Year Ended,
September 30, 2005
Total Revenues
$NIL
$NIL
$NIL
Net income (loss) per
share, basic and fully
diluted
(0.03)
(0.03)
(0.05)
Total Assets
107,926
83,482
133,628
Long Term
Liabilities
NIL
NIL
NIL
Cash dividends
declared
NIL
NIL
NIL
Number of securities
outstanding
20,321,879
15,640,751
14,471,939
GLOBETECH VENTURES CORP. |
Management Discussion and Analysis |
For the Six Months Ended March 31, 2008 |
Total
revenues |
Income (loss)
before other items |
Net Income
(loss) for the period |
Net income
(loss) per share (basic and diluted) | |
March 31, 2008 | $NIL | ($66,331) | ($66,331) | ($0.00) |
December 31, 2007 | NIL | (175,072) | (175,072) | (0.01) |
September 30, 2007 | NIL | (51,881) | (52,058) | 0.01 |
June 30, 2007 | NIL | (338,609) | (338,609) | (0.02) |
March 31, 2007 | NIL | (94,890) | (94,890) | (0.01) |
December 31, 2006 | NIL | (79,044) | (79,044) | (0.01) |
September 30, 2006 | NIL | 52,504 | 51,534 | 0.01 |
June 30, 2006 | NIL | (68,794) | (68,794) | (0.01) |
Liquidity and Capital Resources
At March 31, 2008, the Company had a working capital deficiency of $196,963 as compared to a deficiency of $169,063 at September 30, 2007. The Company retired accounts payable of $83,407 by issuing of 360,000 shares at a price of $0.23.
The Company needs to raise additional cash for working capital or other expenses to properly continue operations. We may encounter lower than anticipated opportunities to raise equity funding, higher than anticipated expenses, or opportunities for acquisitions of other business initiatives that require significant cash commitments, or other unanticipated problems or expenses that could result in a requirement for additional capital before that time. If we need to raise additional cash, financing may not be available to us on favorable terms, or at all. We have several share purchase warrants outstanding and we will endeavor to have some of these exercised.
Sales and Marketing
There are no specific sales and marketing plans currently undertaken. The Company has recently found a mining property to explore, and may undertake some public relations campaigns. The Company is currently developing a marketing strategy.
Other Information
The Company has not entered into any off-balance sheet arrangements.
As at May 26, 2008, the Company had the following securities issued and outstanding:
Common shares | 20,981,879 | |
Share purchase options | 1,600,000 | |
Share purchase warrants | NIL |
Subsequent Events
Pursuant to the acquisition of the Gladys Lake option, the Company issued 50,000 shares.
Transactions with Related Parties
GLOBETECH VENTURES CORP. |
Management Discussion and Analysis |
For the Six Months Ended March 31, 2008 |
The Company has incurred $36,000 (2007 - $30,000) in management fees to the President of the Company. The Company incurred $10,000 (2007 - $NIL) in consulting fees to a director. The Company has incurred accounting fees of $3,000 (2007 - $nil) to an officer of the Company.
As at March 31, 2008, related party accounts payable and accrued liabilities was $54,642. The amounts are non-interest bearing, unsecured, and due on demand. The transactions were in the normal course of business.
Critical Accounting Estimates
The preparation of financial statements in conformity with Canadian GAAP requires the Company to select from possible alternative accounting principles, and to make estimates and assumptions that determine the reported amounts of assets and liabilities at the balance sheet date, and reported costs and expenditures during the reporting period. Estimates and assumptions may be revised as new information is obtained, and are subject to change. The Companys accounting policies and estimates used in the preparation of the financial statements are considered appropriate in the circumstances, but are subject to judgments and uncertainties inherent in the financial reporting process.
The Company follows accounting guidelines in determining the fair value of stock-based compensation. This calculated amount is not based on historical cost, but is derived based on subjective assumptions input into an option-pricing mode. The model requires that management make several assumptions as to future events: 1) estimate the average future hold period of issued stock options before exercise, expiry or cancellation; 2) future volatility of the Companys share price in the expected hold period (using historical volatility as a reference); 3) and the appropriate risk-free rate of interest. The resulting value calculated is not necessarily the value which the holder of the option could receive in an arms length transaction, given that there is no market for the options and they are not transferable. It is managements view that the value derived is highly subjective and dependent entirely upon the input assumptions made.
Changes in Accounting Policies including Initial Adoption
Nil
Recent Accounting Pronouncements
Assessing Going
Concern:
The Canadian Accountability Standards Board (AcSB) amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entitys ability to continue as a going concern. This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. The Company is currently evaluating the impact of the adoption of the section on its financial statements.
Capital Disclosures:
The AcSB issued CICA Handbook Section 1535 Capital Disclosures The section specifies the disclosure of (i) an entitys objectives, policies, and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied
GLOBETECH VENTURES CORP. |
Management Discussion and Analysis |
For the Six Months Ended March 31, 2008 |
with capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The Company is currently evaluating the impact of the adoption of this new Section on its financial statements. This new Section relates to disclosures which did not have an impact on the Companys financial results. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. The Company is currently evaluating the impact of the adoption of the section on its financial statements.
Goodwill and Intangible Assets:
The AcSB issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company is currently evaluating the impact of the adoption of this new Section on its financial statements.
Financial instruments:
CICA Handbook Section 3862, Financial Instruments - Disclosure, increases the disclosures currently required to enable users to evaluate the significance of financial instruments for an entity's financial position and performance, including disclosures about fair value. CICA Handbook Section 3863, Financial Instruments Presentation, replaces the existing requirements on the presentation of financial instruments, which have been carried forward unchanged. These standards are effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. The Company is currently evaluating the impact of the adoption of these changes on the disclosure and presentation within its financial statements.
International financial reporting standards (IFRS):
In 2006, AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.
Financial Instruments and Other Instruments
GLOBETECH VENTURES CORP. |
Management Discussion and Analysis |
For the Six Months Ended March 31, 2008 |
The fair values of cash, GST refundable, accounts payable and accrued liabilities and loans payable approximate their carrying values due to the short term or demand nature of these instruments. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Multilateral Instrument 52-109 disclosure
Evaluation of disclosure controls and procedures
Public companies are required to perform an evaluation of disclosure controls and procedures annually and to disclose managements conclusions about the effectiveness of these disclosure controls and procedures in its annual MD&A.
The Company has established, and is maintaining, disclosure controls and procedures to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is disclosed in annual filings, interim filings or other reports is recorded, processed, summarized and reported within the time periods specified as required by securities regulations. The Company has designed and implemented internal controls over financial reporting to provide reasonable assurance of the reliability of its financial reporting.
Internal controls over financial reporting
The Chief Executive Officer and Chief Financial Officer, together with other members of management have evaluated the effectiveness of the Companys disclosure controls and procedures, and internal control over financial reporting, and believe that they are sufficient to provide reasonable assurance that the Companys disclosures are compliant with securities regulations. There have been no changes in internal control over financial reporting that have any material effect in the most recent quarter.
The President and CFO are responsible for designing internal control procedures over financial reporting or causing it to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP.
There are inherent weaknesses in the Companys internal control due to its small size and its inability to segregate incompatible functions. Due to the limited number of staff at the Company, it is not economically feasible to achieve complete segregation of incompatible duties.
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Casey Forward, acting in the capacity of Chief Executive Officer of Globetech Ventures Corp., certify the following:
1. |
Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Globetech Ventures Corp. for the interim period ending March 31, 2008. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 30, 2008
Casey Forward
__________________
Casey Forward
Chief Executive Officer
NOTE TO READER | |
In contrast to the certificate required under Multilateral Instrument 52-109 Certificate of Disclosure in Issuers Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: | |
|
|
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
|
|
The issuers certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. | |
|
|
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Ping Shen, acting in the capacity of Chief Financial Officer of Globetech Ventures Corp., certify the following:
1. |
Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Globetech Ventures Corp. for the interim period ending March 31, 2008. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 30, 2008
Ping Shen
__________________
Ping Shen
Chief
Financial Officer
NOTE TO READER | |
In contrast to the certificate required under Multilateral Instrument 52-109 Certificate of Disclosure in Issuers Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: | |
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
The issuers certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. | |
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |