Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period year ended September 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 333-149857
GLOBAL NUTECH, INC.
(Name of small business issuer in its charter)
Nevada 26-0338889
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5412 Bolsa Ave, Suite D
Huntington Beach, California 92649
(Address of principal executive offices) (Zip Code)
(714) 373-1930
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Shares of Common Stock, $0.00001 Par Value Per Share.
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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 [X] No [ ]
Indicate by check mark whether by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months
or for such shorter period that the registrant was required to submit such
files). Yes [ ] No [X]
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", an "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act."
Large accelerated filer [ ] Accelerated filed [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if 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 CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of November 18, 2010, the
Issuer had 131,810,000 Shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-Q (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not applicable.
GLOBAL NUTECH, INC.
(FORMERLY KNOWN AS BIO-CLEAN, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets as of September 30, 2010 and December 31, 2009
(Unaudited) 3
Statements of Operations for the three-month and nine-month periods
ended September 30, 2010 and 2009, and from May 22, 2007 (Inception)
through September 30, 2010 (Unaudited) 4
Statement of Stockholders' Equity (Deficit) from May 22, 2007
(Inception) through September 30, 2010 (unaudited) 5
Statements of Cash Flows as of September 30, 2010 and 2009, and from
May 22, 2007 (Inception) through September 30, 2010 (Unaudited) 6
Notes to the Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 1A. Risks Factors 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. (Removed and Reserved) 15
Item 5. Other Information 15
Item 6. Exhibits 16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Global NuTech, Inc.
(Formerly Known as Bio-Clean, Inc.)
(A Development Stage Company)
BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2010 2009
--------- ---------
ASSETS
Current Assets
Cash and cash equivalents $ 1,045 $ --
--------- ---------
Total Current Assets 1,045 --
--------- ---------
Total Assets $ 1,045 $ --
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses $ 1,500 $ 1,580
Advance from related parties 83,212 29,955
--------- ---------
Total Current Liabilities 84,712 31,535
--------- ---------
Total Liabilities 84,712 31,535
--------- ---------
Stockholders' Deficit
Capital stock:
Preferred Stock, $0.00001 par value, 100,000,000 shares authorized:
Preferred Stock, Series A, $0.00001 par value, 5,000,000 shares authorized;
0 shares issued and outstanding at September 30, 2010 and December 31, 2009,
respectively -- --
Preferred Stock, Series B, $0.00001 par value, 250,000 shares authorized;
0 shares issued and outstanding at September 30, 2010 and December 31, 2009,
respectively -- --
Preferred Stock, Series C, $0.00001 par value, 80,000 shares authorized;
20,000 shares issued and outstanding at September 30, 2010 and 0 shares at
December 31, 2009, respectively -- --
Common Stock, $0.00001 par value, 1,400,000,000 shares authorized;
81,810,000 and 9,090,000 shares issued and Outstanding at September 30, 2010
and December 31, 2009, respectively 819 819
Additional Paid in Capital 65,181 53,181
Deficit accumulated during the development stage (149,667) (85,535)
--------- ---------
Total Stockholders' Deficit (83,667) (31,535)
--------- ---------
Total Liabilities and Stockholders' Deficit $ 1,045 $ --
========= =========
The accompanying notes are an integral part of
these unaudited financial statements.
3
Global NuTech, Inc.
(Formerly Known as Bio-Clean, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cummulative From
May 22, 2007
For the Three Months Ended For The Nine Months Ended (Inception) to
September 30, September 30, September 30,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Operating Expenses
General and administrative 18,701 20,868 52,132 35,503 137,667
Compensation to officer for services 12,000 -- 12,000 -- 12,000
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 30,701 20,868 64,132 35,503 149,667
------------ ------------ ------------ ------------ ------------
Net Loss $ (30,701) $ (20,868) $ (64,132) $ (35,503) $ (149,667)
============ ============ ============ ============ ============
Net loss per share - basic and diluted (0.00) (0.00) (0.00) (0.00)
============ ============ ============ ============
Weighted average number of common
shares outstanding 81,810,000 81,810,000 81,810,000 81,810,000
============ ============ ============ ============
The accompanying notes are an integral part of
these unaudited financial statements.
4
Global NuTech, Inc.
(Formerly Known as Bio-Clean, Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the period May 22, 2007 (Inception) to September 30, 2010
(UNAUDITED)
Accumulated
Deficit
Series C Additional During
Common Par Preferred Paid in Development
Shares Value Shares Par Value Capital Stage Total
------ ----- ------ --------- ------- ----- -----
Balance, May 22, 2007 -- $ -- -- $ -- $ -- $ -- $ --
Shares issued for cash - July 2007 45,000,000 450 -- -- 4,550 -- 5,000
Shares issued for cash - August 2007 36,000,000 360 -- -- 39,640 -- 40,000
Shares issued for cash - December 2007 810,000 9 -- -- 8,991 -- 9,000
Net loss -- -- -- -- -- (10,568) (10,568)
---------- ----- ------- ------- ------- --------- --------
Balance - December 31, 2007 81,810,000 819 -- -- 53,181 (10,568) 43,432
Net Loss -- -- -- -- -- (27,849) (27,849)
---------- ----- ------- ------- ------- --------- --------
Balance - December 31, 2008 81,810,000 819 -- -- 53,181 (38,417) 15,583
Net Loss -- -- -- -- -- (47,118) (47,118)
---------- ----- ------- ------- ------- --------- --------
Balance - December 31, 2009 81,810,000 819 -- -- 53,181 (85,535) (31,535)
Shares issued to officer for services -- -- 20,000 -- 12,000 -- 12,000
Net Loss -- -- -- -- -- (64,132) (64,132)
---------- ----- ------- ------- ------- --------- --------
Balance - September 30, 2010 81,810,000 $ 819 20,000 $ -- $65,181 $(149,667) $(83,667)
========== ===== ======= ======= ======= ========= ========
* In September 2009, the Company had a 9:1 forward stock split which is
retroactively stated.
The accompanying notes are an integral part of
these unaudited financial statements.
5
Global NuTech, Inc.
(Formerly Known as Bio-Clean, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cummulative From
May 22, 2007
For The Nine Months Ended (Inception) to
September 30, September 30,
2010 2009 2010
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (64,132) $ (35,503) $ (149,667)
Issuance of stock to officer for services 12,000 -- 12,000
(Increase) decrease in current assets and liabilities:
Increase in accrued expenses (80) -- 1,500
Increase in advances from related party 53,257 -- 83,212
---------- ---------- ----------
Net cash provided by (used in) operating activities 1,045 (35,503) (52,955)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from directors as loan -- 21,218 --
Cash proceeds from sale of common stock -- -- 54,000
---------- ---------- ----------
Net cash provided by financing activities -- 21,218 54,000
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 1,045 (14,285) 1,045
Cash and cash equivalents - beginning of the period -- 15,783 --
---------- ---------- ----------
Cash and cash equivalents - end of the period $ 1,045 $ 1,498 $ 1,045
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
---------- ---------- ----------
Income taxes $ -- $ -- $ --
---------- ---------- ----------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Series C Preferred Shares issued to officer for services $ 12,000 $ --
---------- ----------
The accompanying notes are an integral part of
these unaudited financial statements.
6
GLOBAL NUTECH, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
(UNAUDITED)
1. ORGANIZATION AND BUSINESS OPERATIONS
Global NuTech, Inc., formerly Bio-Clean, Inc., ("the Company") was incorporated
under the laws of the State of Nevada, U.S. on May 22, 2007. In September 2010,
the Company changed its name to Global NuTech, Inc. In September 2009, the
Company effectuated a nine for one forward stock split of its common stock. The
Company is in the development stage as defined under Development Stage
Enterprises (ASC 915) and its efforts are primarily devoted in marketing and
distributing beauty products to North American market. 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, May 22, 2007 through September 30, 2010, the Company has
accumulated losses of $149,667.
On September 15, 2010, the Company acquired 100% ownership interest in E-Clean
Acquisitions Corporation ("EAC"), a Nevada corporation for an investment of
$100. The purpose of acquisition of EAC was for this wholly-owned entity to
acquire other entities or enter into joint venture business partnerships.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Going Concern
The Company's consolidated financial statements are prepared using the accrual
method of accounting and have been prepared in accordance with generally
accepted accounting principles in the United States of America. 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 $149,667 as of September
30, 2010 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 intends to
finance operating costs over the next twelve months with loans from related
parties and or private placement of common stock.
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.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
Principles of Consolidation
The consolidated financial statements include the accounts of Global NuTech,
Inc. and its wholly-owned subsidiary EClean Acquisitions Corporation. All
material intercompany transactions have been eliminated in the consolidation.
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
7
Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
715. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Income Taxes
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109 (ASC 740), Accounting for Income Taxes. A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carry-forwards. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
of all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
Basic and Diluted Net Loss per Share
In February 1997, the FASB issued ASC 260, "Earnings Per Share", which specifies
the computation, presentation and disclosure requirements for earnings (loss)
per share for entities with publicly held common stock. ASC 260 supersedes the
provisions of APB No. 15, and requires the presentation of basic earnings (loss)
per share and diluted earnings (loss) per share. The Company has adopted the
provisions of ASC 260 effective May 22, 2007 (inception date).
Basic net loss per share amount is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share because diluted earnings per share
gives effect to all potentially dilutive common shares outstanding during the
period. Diluted EPS excludes all potentially dilutive shares since their effect
is anti-dilutive.
Fiscal Periods
The Company's fiscal year end is December 31.
Recent Accounting Pronouncements
We have reviewed all the recent accounting pronouncements through ASU 2010-19
and do not believe any of these pronouncements will have a material impact on
the Company.
3. INVESTMENT IN SUBSIDIARY
On September 15, 2010, the Company acquired 100% ownership interest in EClean
Acquisition Corporation (EAC) from an officer of the Company for a consideration
of $100. EAC had no assets, no liabilities and accumulated loss of $100.
4. INCOME TAXES
As of September 30, 2010, the Company had net operating loss carry forwards of
approximately $149,667 that may be available to reduce future years' taxable
income through 2030. 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. Accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTONS
A related party paid Company's obligations to vendors amounting to $83,112 to
fund its operations as of September 30, 2010. Advances from related parties of
$83,212 and $29,955, are due on demand non-interest bearing and unsecured, and
are recorded as a current liability in the accompanying financial statements as
of September 30, 2010 and December 31, 2009, respectively.
8
On September 15, 2010, the Company acquired 100% of ownership interest in EAC
from an officer of the Company for $100. As of September 30, 2010, the Company
has recorded $100 as payable to related party in the accompanying financial
statements as of September 30, 2010.
On September 15, 2010, the Company issued 20,000 shares of preferred stock
Series C, $0.00001 par value, valued at $12,000, to an officer of the Company
for services performed. The shares were valued at the fair value on the date of
issuance. These preferred shares shall be entitled to convert into 2,000,000
shares of common stock fully-paid and non-assessable shares at any time. The
officer shall have super voting rights and for voting purposes, each Series C
preferred share issued shall be counted as 10,000 shares of common stock per one
(1) share of Series C preferred stock.
6. COMMITMENTS AND CONTINGENCIES
A securities lawyer claims that the prior control group of the Company
contracted with him on behalf of the Company to perform securities legal work
during the year ended December 31, 2009. The attorney claims he was paid $15,000
and is still owed $3,000. However, the attorney has not provided the new control
group with a contract obligating the Company to pay. According, neither the
$18,000 of expense, nor the $3,000 in liability, has been reflected in our
financial statements as of September 30, 2010 and December 31, 2009,
respectively.
7. STOCKHOLDERS' EQUITY
The authorized capital of the Company consists of (a) 100,000,000 preferred
shares with a par value of $0.00001 per share, of which 5,000,000 shares are
designated as Series A preferred shares with a par value of $0.00001, 250,000
shares are designated as Series B preferred shares with a par value of $0.00001,
and 80,000 shares are designated as Series C preferred shares with a par value
of $0.00001, and (b) 1,400,000,000 common shares with a par value of $0.00001
per share.
On August 30, 2010, the Company amended its capital structure and increased the
total number of authorized common shares from 100,000,000 shares to
1,400,000,000, with the total number of authorized shares including common and
preferred shares to be 1,500,000,000.
Common Stock
In July 2007, the Company issued 45,000,000 shares of common stock at a price of
$0.0001 per share for total cash proceeds of $5,000. In August 2007, the Company
issued 36,000,000 shares of common stock at a price of $0.001 per share for
total cash proceeds of $40,000. In December 2007, the Company also issued
810,000 shares of common stock at a price of $0.010 per share for total cash
proceeds of $9,000. During the period May 22, 2007 (inception) to December 31,
2007, the Company sold a total of 81,810,000 shares of common stock for total
cash proceeds of $54,000.
In September 2009, the Company forward-split its common shares 9 for 1. The
above amounts reflect this split. As of September 30, 2010 and December 31,
2009, the Company had 81,810,000 shares of common stock outstanding taking into
effect of the forward-split of its common shares 9 for 1.
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 5,000,000 shares of Series A Preferred
Stock, $0.00001 par value per share. Each share is convertible at any time into
$1.00 of Common Stock of the Company, has a liquidation value of $1.00 per
share, is not entitled to any dividends and has no voting rights other than
those prescribed the laws of the State of Nevada.
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 250,000 shares of Series B Preferred
Stock, $0.00001 par value per share. Each share is convertible at any time into
$1.00 of Common Stock of the Company, has a liquidation value of $1.00 per
share, is not entitled to any dividends and has no voting rights other than
those prescribed the laws of the State of Nevada.
On March 29, 2010, the Company filed with the Nevada Secretary of State a
Certificate of Designations designating 80,000 shares of Series C Preferred
Stock, $0.00001 par value per share. Each share is convertible into 100 shares
of Common Stock of the Company, has liquidation rights equal to those of the
9
Company's common shares on an "as converted" basis, is not entitled to any
dividends and has voting rights which shall be counted on an "as converted"
basis times 100.
Preferred Stock Series C
The Company's Articles of Incorporation authorize the issuance of 80,000 shares
of $0.00001 par value Class C Preferred Stock. Under the Company's Articles, the
Board of Directors has the power, without further action by the holders of the
Common Stock, to designate the relative rights and preferences of the preferred
stock, and issue the preferred stock in such one or more series as designated by
the Board of Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting rights,
dividends or other preferences, any of which may be dilutive of the interest of
the holders of the Common Stock or the Preferred Stock of any other series. The
issuance of Preferred Stock may have the effect of delaying or preventing a
change in control of the Company without further shareholder action and may
adversely affect the rights and powers, including voting rights, of the holders
of Common Stock. In certain circumstances, the issuance of preferred stock could
depress the market price of the Common Stock.
The Series C preferred shares shall not be entitled to receipt of any dividend
and the Company's board of directors shall not declare any dividends in respect
of the Series C preferred shares. The holders of Series C preferred shares shall
be entitled to convert each whole number of Series C preferred share into 100
shares of common stock issuable upon conversion. The holders of Series C
preferred shares and the holders of common stock shall vote together and not as
separate classes. For voting purposes, each Series C preferred share shall be
counted as 10,000 shares of common stock per one (1) share of Series C preferred
stock. For the purposes of calculating the number of shares to be voted and only
such purpose, the Series C preferred shares shall be deemed not to be subject to
any reverse split of the common stock of the Company. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the holders of Series C preferred shares shall have liquidation preference equal
to that of the holders of common stock of the Company on an "as converted
basis". All shares of Series C preferred stock shall be junior rank to all
shares of Series A and Series B preferred shares in respect to all preferences
as to distributions and payments upon the liquidation, dissolution and winding
up of the Company.
The Company shall not effectuate any conversion of any Series C preferred share
and no holder of any Series C preferred share shall have the right to convert
and Series C preferred share to the extent that after giving effect to such
conversion such person (together with such person's affiliates) (a) would
beneficially own in excess of 4.9% of the outstanding shares of the common stock
following such conversion and (B) would have acquired, through conversion of any
Series C preferred share or otherwise (including without limitation, exercise of
any warrant), in excess of 4.9% of the outstanding shares of the common stock
following such conversion.
On September 15, 2010, the Company issued 20,000 shares of preferred stock
Series C, $0.00001 par value, valued at $12,000, to an officer of the Company
for services performed. These preferred shares shall be entitled to convert into
2,000,000 shares of common stock fally-paid and non-assessable shares at any
time. The officer shall have super voting rights and for voting purposes, each
Series C preferred share issued shall be counted as 10,000 shares of common
stock per one (1) share of Series C preferred stock.
8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through November 18, 2010, the date
which the financial statements were available to be issued.
On October 8, 2010, the Company amended its Articles of Incorporation to
increase its authorized capital for a total of One Billion Five Hundred Million
(1,500,000,000) shares, One Billion Four Hundred Million (1,400,000,000) shares
of which are of common stock, $0.00001 par value per share, and One Hundred
Million (100,000,000) shares of preferred stock, $0.00001 par value, with Five
Million (5,000,000) shares of preferred stock having previously been designated
as Series A, Two Hundred Fifty Thousand (250,000) shares of preferred stock
having previously been designated as Series B and Eighty Thousand (80,000)
shares of preferred stock previously designated as Series C.
10
On September 29, 2010, EAC entered into an agreement to invest in a Joint
Venture ("JVAgreement") with Robert Kavanaugh d/b/a Biotec Foods, a/k/a
Agrigenic Food Company ("Agrigenic"). Both the parties mutually agreed to amend
the closing date of the JVAgreement to October 8, 2010. Under the JVAgreement,
EAC will provide marketing, distribution and sales for Agrigenic, including its
lines of dietary supplements for humans and animals for a period of ten years.
Pursuant to the terms of the JVAgreement, net profits will be divided 60% to
Agrigenic and 40% to EAC. The Company agreed to invest in the JVAgreement
50,000,000 restricted shares of its common stock valued at $325,000 for EAC's
40% share of investment in the JVA. On October 8, 2010, the Company issued Fifty
Million (50,000,000) restricted shares of its common stock for its 40% share of
investment in the Joint Venture.
11
ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2010 constitute "forward-looking
statements." These statements, identified by words such as "plan," "anticipate,"
"believe," "estimate," "should," "expect," and similar expressions include our
expectations and objectives regarding our future financial position, operating
results and business strategy. These statements reflect the current views of
management with respect to future events and are subject to risks, uncertainties
and other factors that may cause our actual results, performance or
achievements, or industry results, to be materially different from those
described in the forward-looking statements. Such risks and uncertainties
include those set forth under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operation" and elsewhere in this Quarterly
Report. We advise you to carefully review the reports and documents we file from
time to time with the Securities and Exchange Commission (the "SEC"),
particularly our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q
and our Current Reports on Form 8-K.
As used in this Quarterly Report, the terms "we," "us," "our," "Global NuTech,"
and the "Company" refer to Global NuTech, Inc., formerly known as Bio-Clean,
Inc. and Nature of Beauty, Inc., unless otherwise indicated. All dollar amounts
in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.
INTRODUCTION
The Company was incorporated under the laws of the State of Nevada on May 22,
2007. The Company is in the development stage as defined under Statement on
Financial Accounting Standards No. 7, Development Stage Enterprises ("SFAS
No.7"). Historically, the Company has been engaged in the business of purchasing
and distributing all-natural and organic everyday skin care products from
Russia. As of the date of this Quarterly Report, we have not commenced business
operations and we have not generated any revenues from the beauty product
business. In the later part of 2009, the Company's management and Board of
Directors deemed it to be in the best interests of the Company and its
stockholders for the Company to diversify its holdings across a broader range of
industry segments. Doing so would provide greater growth potential as well as
balance cyclical downturns. On October 16, 2009, we changed our name to
Bio-Clean, Inc. and commenced work on developing "green" products and
technologies, including unique cleaning and environmental remediation products.
In September 2010, we again changed our name to Global NuTech, Inc. The name
change better denotes the multi-faceted lines of business in which we intend to
operate. With the increase in authorized shares of our common stock will permit
us to further expand our operations through future acquisitions or joint venture
arrangements. The change of name became effective on October 8, 2010.
On September 29, 2010, our wholly-owned subsidiary, E-Clean Acquisitions
Corporation, entered into a Joint Venture Agreement with Robert Kavanaugh, dba
Agrigenic Food Company, a biotechnology research firm and manufacturers of the
Biotec Foods(R), Biomed Foods(R) and Biovet International(R) lines of dietary
supplements. The parties mutually agreed to extend the closing date of joint
venture to October 8, 2010. Pursuant to this agreement, EAC will assist in the
marketing and distribution of various nutritional and dietary supplements
manufactured by Agrigenic Food Company, net profits of the Joint Venture will be
divided 60% to Agrigenic and 40% to EAC. We agreed to invest in the Joint
Venture 50,000,000 restricted shares of our common stock valued at $325,000 for
EAC's 40% share of investment in the Joint Venture. The shares were valued at
the average closing price of $0.0065 on the date of issuance. On October 8,
2010, we issued Fifty Million (50,000,000) restricted shares of our common stock
for EAC's 40% share of investment in the Joint Venture.
RESULTS OF OPERATION
We are a development stage company and have not generated any revenue to date.
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation. We expect we will require additional capital to meet our
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long term operating requirements. We expect to raise additional capital through,
among other things, the sale of equity or debt securities.
The summarized financial data is derived from and should be read in conjunction
with our unaudited financial statements for the three-month and nine-month
periods ended September 30, 2010, including the notes to those financial
statements which are included in this Quarterly Report. The following discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Our unaudited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.
THREE-MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2010 COMPARED TO THE
THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009.
Our net loss for the three-month and nine-month periods ended September 30, 2010
was $30,701 and $64,132 compared to a net loss of $20,868 and $35,503 during the
same comparable periods in 2009. During the three-month and nine-month periods
ended September 30, 2010 and 2009, we did not generate any revenue.
During the three-month and nine-month periods ended September 30, 2010, we
incurred general and administrative expenses of $30,701 and $64,132 as compared
to $20,868 and $35,503 incurred during the same comparable periods in 2009.
General and administrative expenses incurred during the three-month and
nine-month periods ended September 30, 2010, primarily related to corporate
overhead, financial and administrative contracted services such as legal,
professional, accounting and audit fees. On September 15, 2010, we issued 20,000
shares of preferred stock Series C, $0.00001 par value, valued at $12,000, to an
officer of the Company for services performed. These preferred shares shall be
entitled to convert into 2,000,000 shares of common stock fully-paid and
non-assessable shares at any time.
Our net loss during the three-month and nine-month period ended September 30,
2010 was $30,701 or $0.00 per share and $64,132 or $0.00 per share compared to a
net loss of $20,868 or $0.00 per share and $35,503 or $0.00 per share for the
comparable periods in 2009. Our cummulative loss from May 22, 2007 (inception)
to September 30, 2010 amounted to $149,667 or $0.00 per share. The weighted
average number of common shares outstanding was 81,810,000 for the three-month
and nine-month periods ended September 30, 2010 and 2009, respectively.
LIQUIDITY AND CAPITAL RESOURCES
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010
As of September 30, 2010, our current assets were $1,045 and our current
liabilities were $84,712, which resulted in negative working capital of $83,667
as compared to negative working capital of $31,535 at December 31, 2009.
At September 30, 2010 current liabilities comprised of accrued expenses of
$1,500 and advances from related parties of $83,212 for a total of $84,712 as
compared to $31,535 in current liabilities at December 31, 2009. The increase in
current liabilities during the nine-month period ended September 30, 2010 from
December 31, 2009 was primarily due to advances from a related party for payment
of corporate and administrative overheads of the Company.
Stockholders' equity decreased from a capital deficiency of $31,535 at December
31, 2009 to capital deficiency of $83,667 at September 30, 2010.
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash flows provided by operating activities for the nine-month period ended
September 30, 2010 amounted to $1,045 due to decrease in accrued expenses of $80
and increase in advances from related parties of $53,257.
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CASH FLOWS FROM INVESTING AND FINANCING ACTIVITIES
We had no cash flows from investing activities and financing activities during
the nine-month period ended September 30, 2010 and 2009, respectively.
We expect that working capital requirements will continue to be funded through
loans or the further issuances of securities. Our working capital requirements
are expected to increase in line with the growth of our business.
PLAN OF OPERATION AND FUNDING
Our cash reserves are not sufficient to meet our obligations for the next twelve
month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of shares of our common stock. We may also seek
to obtain short-term loans from our directors or unrelated parties, although no
such arrangements have been made. At this time, we cannot provide investors with
any assurance that we will be able to obtain sufficient funding from the sale of
our common stock or through a loan from our directors or unrelated parties to
meet our obligations over the next twelve months. We do not have any
arrangements in place for any future equity financing.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have material commitments for fiscal
year 2010. As of September 30, 2010, we are obligated to pay related parties
$83,212 for payments made to certain vendors and for acquisition for EAC on
behalf of the Company. The amounts due are non-interest bearing and payable upon
demand.
In addition, we are obligated to issue 50,000,000 shares of common stock for
EAC, our wholly-owned subsidiary's 40% investment in a joint venture. The
JVAgreement was completed on October 8, 2010 at which time, 50,000,000 shares
were issued to the Joint Venture.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any 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 are material to investors.
GOING CONCERN
The independent auditors' report accompanying our December 31, 2009 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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ITEM 4T. CONTROLS AND PROCEDURES.
The Company, under the supervision and with the participation of its management,
including the Chief Executive Officer and the Chief Financial Officer, evaluated
the effectiveness of the design and operation of the Company's "disclosure
controls and procedures" (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of September 30, 2010. There has been no change in
the Company's internal control over financial reporting during the quarter ended
September 30, 2010, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and, to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 1A. RISKS FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On August 25, 2010, the Company issued 20,000 shares of its Series C convertible
preferred stock to E. G. Marchi, our President, as compensation for services
rendered. Each share of Series C convertible preferred stock may be converted
into 100 shares of common stock. The shares of Series C convertible preferred
stock were issued pursuant an exemption provided by Section 4(2) of the
Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
On September 29, 2010, our wholly-owned subsidiary, E-Clean Acquisitions
Corporation, entered into a Joint Venture Agreement with Robert Kavanaugh, dba
Agrigenic Food Company, a biotechnology research firm and manufacturers of the
Biotec Foods(R), Biomed Foods(R) and Biovet International(R) lines of dietary
supplements. The parties mutually agreed to extend the closing date of joint
venture to October 8, 2010. Pursuant to this agreement, EAC will assist in the
marketing and distribution of various nutritional and dietary supplements
manufactured by Agrigenic Food Company. Reference of this JVAgreement is made to
the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 8, 2010 for additional information on this transaction.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of this Quarterly Report.
Exhibit No. Description of Exhibit Location
----------- ---------------------- --------
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement
on Form S-1 as filed with the Securities
& Exchange Commission on March 21, 2008,
as subsequently amended.
3.2 Bylaws Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement
on Form S-1 as filed with the Securities
& Exchange Commission on March 21, 2008,
as subsequently amended.
3.3 Certificate of Amendment to Articles Incorporated by reference to the
of Incorporation filed with the Schedule 14C - Definitive Information
Nevada Nevada Secretary of State on Statement filed with the Securities &
October 8, 2009. Exchange Commission on October on
October September 18, 2009.
3.4 Certificate of Designation of Series Incorporated by reference to Exhibit 3.4
A Convertible Preferred Stock filed of the Company's Annual Report on Form
with the Nevada Secretary of State 10-K filed With the Securities and
on March 29, 2010. Exchange Commission on May 17, 2010.
3.5 Certificate of Designation of Series Incorporated by reference to Exhibit 3.5
B Convertible Preferred Stock filed of the Company's Annual Report on Form
with the Nevada Secretary of State 10-K filed With the Securities and
on March 29, 2010. Exchange Commission on May 17, 2010.
3.6 Certificate of Designation of Series Incorporated by reference to Exhibit 3.6
C Convertible Preferred Stock filed of the Company's Annual Report on Form
with the Nevada Secretary of State 10-K filed With the Securities and
on March 29, 2010. Exchange Commission on May 17, 2010.
3.7 Certificate of Amendment to Articles Incorporated by reference to Exhibit 3.1
of Incorporation filed with the of the Company's Current Report on Form
Nevada Secretary of State on 8-K filed with the Securities and
September 2, 2010 (effective October Exchange Commission on October 8, 2010.
8, 2010).
21.1 Subsidiaries. Incorporated by reference to the Form 10-Q
filed with the Securities and Exchange
Commission on November 22, 2010.
31.1 Certification of Chief Executive Officer Included herein.
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of Chief Financial Officer Included herein.
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer Included herein.
pursuant to 18 U.S.C. Section 1350.
32.2 Certification of Chief Executive Officer Included herein.
pursuant to 18 U.S.C. Section 1350.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL NUTECH, INC.
Date: January 11, 2011 By: /s/ E. G. Marchi
-------------------------------------
E. G. Marchi
President
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