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EXCEL - IDEA: XBRL DOCUMENT - GLOBAL MOBILETECH, INC.Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - GLOBAL MOBILETECH, INC.ex312apg.htm
EX-31.1 - EXHIBIT 31.1 - GLOBAL MOBILETECH, INC.ex311apg.htm
EX-32.2 - EXHIBIT 32.2 - GLOBAL MOBILETECH, INC.ex322apg.htm
EX-32.1 - EXHIBIT 32.1 - GLOBAL MOBILETECH, INC.ex321apg.htm
EX-21.1 - EXHIBIT 21.1 - GLOBAL MOBILETECH, INC.ex211apg.htm
EX-10.1 - EXHIBIT 10.1 - GLOBAL MOBILETECH, INC.ex101patentpurchaseagreement.htm
EX-10.2 - EXHIBIT 10.2 - GLOBAL MOBILETECH, INC.ex102supplementalagreement_a.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


(Mark One)

[X]

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 2011.

[   ]

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __ to __


000-53493

(Commission file number)

[gmt10k_063011apg002.gif]

Global MobileTech, Inc.

 (Exact name of registrant as specified in its charter)

 

 

Nevada

26-1550187

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)


1312 North Monroe, Suite 750

Spokane, Washington 99201

(Address of principal executive offices, including Zip Code)


Registrant’s telephone number: (509) 723-1312


Securities registered pursuant to Section 12(b) of the Act: NONE


Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]   No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ]   No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES [X ]  NO [  ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [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 definition of “accelerated filer,” “larger accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [   ]

Accelerated filer [   ]

Non- accelerated filer [   ]

Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]   No [X]


The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant on October 11, 2011, based upon the closing sale price of such shares on the Over-the-Counter Bulletin Board on October 11, 2011, was $2,149,258. Shares of common stock held by each officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock, if any, have been excluded in that such persons may be deemed to be affiliates of the registrant. The determination of affiliate status is not necessarily a conclusive determination for any other purpose. The shares of our company are currently “listed” on the NASDAQ OTC Bulletin Board Exchange, symbol “GLMB.”


As of October 12, 2011, there were 4,706,251 shares of our common stock, $0.001 par value, issued and outstanding.


Documents Incorporated by Reference.  Not applicable.



2






TABLE OF CONTENTS

 

 

 

 

Page

PART I

 

 

 

5

 

 

 

 

 

 

 

 

 

Item 1.

 

Business

 

5

 

 

 

 

 

 

 

 

 

Item 1A.

 

Risk Factors

 

25

 

 

 

 

 

 

 

 

 

Item 1B.

 

Unresolved Staff Comments

 

32

 

 

 

 

 

 

 

 

 

Item 2.

 

Properties

 

32

 

 

 

 

 

 

 

 

 

Item 3.

 

Legal Proceedings

 

32

 

 

 

 

 

 

 

 

 

Item 4.

 

(Removed and Reserved)

 

32

 

 

 

 

 

 

 

PART II

 

 

 

33

 

 

 

 

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

33

 

 

 

 

 

 

 

 

 

Item 6.

 

Selected Financial Data

 

34

 

 

 

 

 

 

 

 

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

34

 

 

 

 

 

 

 

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

43

 

 

 

 

 

 

 

 

 

Item 8.

 

Financial Statements and Supplementary Data

 

44

 

 

 

 

 

 

 

 

 

Item 9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

72

 

 

 

 

 

 

 

 

 

Item 9A.

 

Controls and Procedures

 

72

 

 

 

 

 

 

 

 

 

Item 9B.

 

Other Information

 

73

 

 

 

 

 

 

 

PART III

 

 

 

74

 

 

 

 

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

74

 

 

 

 

 

 

 

 

 

Item 11.

 

Executive Compensation

 

78

 

 

 

 

 

 

 

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

81

 

 

 

 

 

 

 

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

83

 

 

 

 

 

 

 

 

 

Item 14.

 

Principal Accounting Fees and Services

 

83

 

 

 

 

 

 

 

PART IV

 

 

 

85

 

 

 

 

 

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

85

 

 

 

 

 

 

 

SIGNATURES

 

 

 

88



3







CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION


This Annual Report on Form 10-K and the documents incorporated by reference include “forward-looking statements.” To the extent that the information presented in this Annual Report on Form 10-K discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis and Results of Operations” sections of this Annual Report on Form 10-K.  These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements. When considering forward-looking statements in this Annual Report, you should keep in mind the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis and Results of Operations” sections below, and other sections of this Annual Report on Form 10-K.


The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those included in such forward-looking statements. There are many factors that could cause actual results to differ materially from the forward-looking statements. For a detailed explanation of such risks, please see the section entitled “Risk Factors” beginning on page 25 of this Annual Report on Form 10-K. Such risks, as well as such other risks and uncertainties as are detailed in our SEC reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.


The following discussion should be read in conjunction with the audited consolidated financial statements and the related notes to consolidated financial statements included elsewhere herein, and the section entitled “Management’s Discussion and Analysis and Results of Operations.”



4






PART I


ITEM 1.   BUSINESS


History and Background


Global MobileTech, Inc., (formerly Trevenex Resources, Inc.) or GMT, our or we, was organized under the laws of the State of Nevada on December 10, 2007. GMT has focused on the provision of mobile Voice over Internet Protocol or VoIP communications and mobile advertising solutions and services since April 2010.  In July 2010, we expanded into the renewable energy business to include (i) the provision of consultancy services for the design and integration of solar photovoltaic (PV)-wind hybrid power generation applications (ii) the production of synthetic gas (“syngas”), bio-oil and biochar using biomass such as wood residues, and oil palm stems and fronds as feedstock; and (iii) the establishment and operation of syngas-to-electricity generation plants. Our entry into the renewable energy business was intended to develop additional recurring revenue streams to complement our mobile VoIP communications and mobile advertising business segment.


On March 15, 2010, we entered into a five-year exclusive Marketing, Distribution, and License Agreement (the “License Agreement I”) with VyseTECH Asia Sdn Bhd or VTA, a Malaysian corporation. The License Agreement I relates to our acquisition of the exclusive marketing rights for products developed by VTA and related Voice over Internet Protocol (VoIP) services for the express purpose of selling products and related VoIP services in North America. On March 14, 2011, GMT and VTA mutually agreed to cancel the License Agreement I for the express purpose of allowing GMT to sell the products and mobile VoIP calls and mobile advertising services in North America.  Following the cancellation of the License Agreement I, GMT decided not to pursue the mobile VoIP communications and mobile advertising business in North America. GMT will direct its efforts to the renewable energy business in the United States instead.  


On April 7, 2010, we formed a wholly owned Malaysia subsidiary, Info-Accent Sdn Bhd (“Info-Accent”) under the laws of Malaysia. Info-Accent was established to capitalize on business opportunities and the fast growing economies in China and countries in South East Asia such as Singapore, Vietnam, Thailand, Indonesia and Malaysia and to manage our business activities in Asia.


On April 8, 2010, Info-Accent entered into a five-year Exclusive Marketing, Distribution and License Agreement (the “License Agreement II”) with VTA pursuant to which VTA agreed to grant Info-Accent exclusive marketing, distribution and licensing rights for mobile VoIP communications and mobile advertising products and services developed by VTA in the countries of Malaysia, China, Hong Kong, India, Indonesia, Thailand, Vietnam, Cambodia, Philippines, Korea and Japan


VTA has developed and commercialized, primarily in Malaysia, patented proprietary technology for a number of applications that include mobile VoIP communications, mobile advertising and mobile multimedia sharing services. The acquisition of VTA’s license by Info-Accent on April 8, 2010, together with ongoing mobile VoIP communications and mobile advertising related contracts from VTA allowed Info-Accent to enter into the mobile VoIP communications and mobile advertising business to generate revenue immediately, without being exposed to any downside risks. On June 27, 2011, Sunway Technology Development Limited (“Sunway”), the holding company of VTA agreed with VTA to rescind the Assignment Agreement dated August 28, 2009 whereby Sunway had previously assigned all its rights, title and interest in and to the patent rights under patent # 8,005,057 to VTA.  Following the rescission, Sunway became the legal owner of the patent rights.


On June 27, 2011, Info-Accent Sdn Bhd entered into a Patent Purchase Agreement with Sunway to purchase the entire rights, title and interest in and to the patent rights under patent # 8,005,057 for a total consideration of $3.5 million. The acquisition of the patent enables us to commercialize the proprietary technology, further enhance the technology and develop new mobile applications that will allow us to license to third parties globally; and provide us with the security and the independence that we need to grow the company without being subjected to any form of control by a third party. Concurrent with the execution of the Patent Purchase Agreement, Info-Accent terminated the License Agreement II with VTA on June 27, 2011.



5





The corporate structure of our company is summarized below.


Global MobileTech, Inc.

(“GMT”)

(Nevada corporation)

 

 

Trevenex Acquisitions, Inc.

(“TA”)

(Nevada corporation)

Wholly owned subsidiary of GMT

 

 

Info-Accent Sdn Bhd

(“Info-Accent”)

(Malaysian corporation)

Wholly owned subsidiary of TA


Our Business


GMT, through its wholly owned subsidiary Info-Accent Sdn Bhd, engages in the development and commercialization of mobile VoIP communications and mobile advertising solutions, and since July 2010 GMT has been involved in the production and commercialization of biomass-to-biofuel-to-electricity based on our proprietary pyrolysis and gasification technologies. We have two operating segments:


1.

The first segment handles the development and commercialization of mobile Voice over Internet Protocol or VoIP communications and mobile advertising solutions.


2.

The second segment is involved in


(a)

the design, integration, marketing and sale of solar photovoltaic or PV-wind hybrid power generation applications; and


(b)

establishing and operating syngas/bio-oil/biochar production plants; and syngas-fired power plants.


Our Mobile VoIP Communications and Mobile Advertising Business


Following the grant of an exclusive Marketing, Distribution, and License Agreement (the “License Agreement II”) on April 8, 2010 by VTA and the acquisition of ongoing mobile VoIP communications and mobile advertising related contracts from VTA for Asia, our subsidiary, Info-Accent Sdn Bhd, began to generate revenues from its mobile VoIP communications and mobile advertising business in Malaysia beginning in April 2010.


We provide a proprietary platform which enables our customers to sell advertisement banners on the mobile phones of persons who have registered with them. Mobile phone users are incentivized to consent to receiving advertisement banners by a rewards program that allows mobile phone users to earn rewards points to make long distance and international calls and to send multimedia messages from their mobile phones. Our customers, whom we call channel partners and private label partners, are marketers/advertisers who we have select and train and to whom we grant an exclusive territory in which they will operate. Our customers pay us a fee to utilize our proprietary platform within their exclusive territory. We provide our customers with access to mobile advertising content via our proprietary platform, as well as multimedia content production services which our customers utilize to sell services to advertisers and advertising agencies and to disseminate to registered mobile phone users via the rewards program. We utilize some of that fee revenue to purchase VoIP call capacity from VTA, which we provide to our customers (the private label partners) to make available to registered mobile phone users.  


Our mobile VoIP communications and mobile advertising solutions are powered by our Ad Server which comprises the proprietary software driven Mobile VoIP Gateway (“MVG”) and the Mobile Multimedia Sharing Gateway (“MMSG”) that we have acquired from VTA.



6





MVG


Our Mobile VoIP Gateway manages VoIP call traffic and transactions while the MMSG combines the disparate sources of content, new media and location services with the MVG to offer MobiREWARDS (described below), our free mobile VoIP calls and multimedia messaging program to members of MobiCAST (described below), a network of registered mobile phone users that we operate with our private label partner customers.


Our MVG enables mobile communication devices to communicate with each other using the internet protocol. The communication is made possible by linking a network of cell servers to the internet which are adapted for transmitting digital data (voice, text, graphics and video) over the internet. Multiple cell servers supporting a designated zone are linked by landline or wirelessly to the internet by channeling the digital data through a router switch and firewall. A zone is defined as a physical area within a city or state which one or multiple cells support registered users of our mobile VoIP calls solution.


For security reasons, we install multiple firewalls to protect our data from virus attacks and intrusion by hackers. The integrity of data we transmit is further enhanced by using the IMEI (International Mobile Equipment Identity) number of the mobile phone. If the IMEI number does not match the phone number that was previously registered, the message will not be transmitted. The IMEI is a unique 17 or 15 digit code assigned by manufacturers to identify each mobile phone they produce. The router switch is provided in the communication system to serve as a gateway of the data transmitted or traffic to and from the internet.  


MMSG


Our Mobile Multimedia Sharing Gateway is a carrier and mobile handset neutral solution designed to provide advertisers, advertisement agencies and content developers with seamless access to our mobile advertising ecosystem. Our MMSG has the ability to:


(i)

match content (voice, text, graphics and video), user comments and ads according to the tastes and context of mobile phone users.


(ii)

provide a navigation interface that allows users to share comments and ratings with friends.


(iii)

insure media compatibility across different makes of mobile phones and optimizes mobile media consumption through intelligent transcoding and caching algorithms.


(iv)

provide a comprehensive usage analytics reporting support monetization service with partners and continuous refinement of the service based upon usage patterns; and


(v)

insure seamless integration with the MobiREWARDS program that dispenses free mobile VoIP calls and microblogging credits to members of MobiCAST for viewing advertisements while microblogging on their mobile phone.


Private Label Partners/Customers


Info-Accent essentially derives revenue from its private label partners/customers for access and use of the Ad Servers and the MVG and MMSG software systems and the customers utilize that system to sell mobile advertising content and multimedia content production services to the advertisers (brand and enterprise owners) and to the advertising agencies who service the advertisers. The private label partners/customers also utilize the Ad Servers to incentivize their registered mobile users with free VoIP calls and multimedia content and in turn provide the advertisers with access to the registered mobile phone users for their advertisement banners and to attach advertising to multimedia content. Info-Accent provides a pool of contractors who produce continuous and flexible production and delivery of multimedia content to our private label partners.


We have ten customers or private label partners of which five were provided to Info- Accent by VTA under the license agreement. Except for one customer who is based in Hong Kong, all our customers are located in Malaysia.


Our private label partners (who are currently all Tier 1 channel partners) in Asia are an extension of our team, playing a key role in the go-to-market strategy and our future overall success. Our lead sharing, early product information and technical/sales training are among the many benefits of our program, designed to give our channel



7





partners a distinct sales advantage.  


The channel partner program developed by VTA is open to any individual or company currently doing or wanting to do business with VTA under ongoing contracts we acquired from VTA. We offer three levels of partnership, described below, which are designed to recognize and reward our partners in the sale of our mobile advertising services.


Tier 1   -

Tier 1 Partners who qualify for the status and privileges of this category must complete the second level of our technical and sales training program. They must also demonstrate exceptional business performance, measured by revenue, support and training goals. Such partners must be actively engaged in selling our mobile advertising services and have proven to meet the most challenging advertiser requirements. Partners who meet our sales and performance targets will have an opportunity to participate in our private label program to sell our mobile VoIP communications, mobile advertising and location based mobile-Web social network and microblogging applications under their own brand name.

Tier 2   -

Value-added resellers offering mobile and online advertising services can qualify for the status and additional benefits of this category. Tier 2 Partners are required to complete the technical and sales training program and be actively involved in selling our mobile advertising services.

Tier 3   -

This level is open to any individual or company that is ready and willing to sell the mobile advertising services. At this level, requirements are minimal and we offer a number of basic benefits to help our partners get off to a highly successful start.


We select potential partners who are already involved in the advertising industry and understand the concept of creating a social network to generate traffic or “eyeballs” for advertisement banners that would appear on a mobile phone screen together with messages they send or receive. Potential partners must also prove their credit worthiness and employ staffs who have been involved in organizing trivia, quizzes, contests and sales campaigns besides having a fully functional office. Once they have been selected, we will agree with them on a territory that they will cover on an exclusive basis if they meet our revenue and user base targets, and provide them with sales, marketing and technical support; and training for their staff.  Training as mentioned earlier has been undertaken by VTA.   


MobiCAST


MobiCAST is a free access location based mobile-Web social network and microblogging service, powered by our MVG and MMSG.  


No membership fee is levied on mobile phone users to join MobiCAST. MobiCAST is packaged with our MobiREWARDS program. Our MobiREWARDS program is explained below. To register as a member of MobiCAST, the user will be required to provide personal information that includes his/her name, address, mobile phone number, make and model of mobile phone, age group, areas of interest e.g. sports, cooking, gardening, etc., interest in joining a microblogging group and their unconditional permission to receive mobile advertisements from us or our channel/private label partners on their mobile phone.  


A new member will receive a starter pack that include a certain number of reward points, instructions on how they can earn additional points from our MobiREWARDS program and information on how to microblog with other community members. The number of reward points a member could earn will depend on his/her participation in marketing campaigns that we undertake with our channel/private label partners.  


Illustrated below is an example on how our MobiREWARDS program used by registered mobile phone users fits into our business model for mobile advertising.

 


8






[gmt10k_063011apg003.jpg]


Our private label partners generate revenue from the two advertisement banners that appear on the screen of the sender and receiver’s mobile phones. They return part of the revenue generated to their registered mobile phone users in exchange for viewing advertisements on their mobile phones by awarding reward points. The reward points may be redeemed to make free long distance or international calls or send multimedia messages from their mobile phones.


The mobile phone users who are part of the MobiCAST and MobiREWARDS system enroll with our private label partners. The ten private label partners have collectively registered more than 450,000 users as of June 30, 2011.  We monitor registered mobile phone user traffic and the number of advertisements placed from our Ad Server.  


June 30, 2011


Number of advertisement banners placed per month

  5,308,168


Number of active registered mobile phone users who

send more than 300 messages per month

>   450,000


MobiREWARDS


Our MobiREWARDS program provides advertisers with an effective means to reach a large mobile audience with a targeted sales and marketing campaign. Our program is implemented in collaboration with advertisers, and private label partners that gives immediate and direct access to targeted MobiCAST members who are registered mobile phone users who have given their prior permission for our advertisements to be disseminated to their mobile phones.


We have built a business model that is mutually beneficial to all stakeholders including MobiCAST members who can exchange reward points to make long distance or international calls or send multimedia messages to their friends or other community members from their mobile phones.  In collaboration with our private label partners, we create activities for participation with reward points being used as an incentive to drive traffic to MobiCAST, increase the number of MobiCAST members and a motivation for our private label partners to promote specific campaigns, auctions, contests etc. to advertisers.  Apart from viewing advertisements MobiCAST members are also encouraged to earn additional reward points by participating in:


(i)

product/service surveys

(ii)

MobiCAST membership referral; and

(iii)

trivia, quizzes, contests and auctions.


The following discussion of our business model relates to the business undertaken by our Malaysian subsidiary, Info-Accent, since its acquisition of ongoing mobile VoIP communications and mobile advertising related contracts from VTA for the Asian market.



9






A. Mobile VoIP Calls


Our private label partners give away free mobile VoIP calls to users who participate in the MobiREWARDS program. The cost of VoIP calls is defrayed against revenue received from private label partners who will distribute the calls to their customers participating in the MobiREWARDS program. We purchase the VoIP call capacity from VTA for the use of our private label partner customers.


Our solution does not require the receiver of the phone call to be a registered user of our platform. A contact list is stored for each registered user. When a communication request is received from a user to chat with one of the listed contacts using the reward points that he/she has previously earned from MobiREWARDS, the MVG will remotely verify the user’s mobile phone number, IMEI number, user identifier (ID) and password before connecting the call to the receiving party.


Our mobile VoIP solution has given us two advantages over our competitors, namely:


i)

it does not require our users to download any software onto their mobile phone to make VoIP calls; and

ii)

VoIP calls can be made from any basic mobile phone.


B.  Mobile Advertising/ Multimedia Content Production Services


Mobile advertising has replaced mass communications with direct brand-to-consumers relationship. Our proprietary mobile advertising solution unites brands, content providers, and mobile phone users generated by the MMSG in our Ad Server to create a marketplace for mainstream mobile media consumption.


In tandem with our mobile advertising solution, we also provide multimedia content production services to advertisers (brand and enterprise owners) who contract with our private label partner customers. We have developed a functioning supply chain that optimizes the process of multimedia content production with suppliers and contractors. Production takes place in collaboration with contractors who specialize in production of multimedia content. We hire a pool of multimedia content production contractors to insure continuous and flexible production and delivery of multimedia content for the use of our private label partner customers. Based on contracts we have secured, we define the scope of work for our contractors. Production takes place in accordance with a well-structured process that is supplemented with quality control through our online testing program.


We have built our business model for mobile advertising based on our belief in sharing our success with our stakeholders comprising of:


(a)  Advertisers

(b)  Mobile phone users (Consumers)

(c)  Mobile multimedia content publishers and developers

(d)  Advertising agencies; and

(e)  Channel partners and private label partners


Our business model is underpinned by the unique ability of our MMSG to send mobile advertisements to registered mobile phone users at the right place and the right time. Our mobile advertising application is targeted at advertisers in a broad spectrum that includes small retailers to supermarkets and brand owners seeking to promote their products and services to mobile phone users registered with MobiCAST.


a) Advertisers


We help advertisers who need our registered mobile phone users (consumers) to grow their business. We help the advertisers who are brand and enterprise owners to control their costs and build their brand or enterprise through our services that promote mobility, flexibility and provide information via the mobile phone.


We tap into mobile advertising by deploying offerings that create long-term loyalty among consumers and mobile community members and microbloggers by distributing timely personalized and localized marketing contents and messages in multimedia format.


We enable advertisers to target our registered mobile phone users and mobile in a very effective way.  Advertisers can achieve relevant targeting with a wide reach regardless of whether it is a basic mobile or smart phone. The Ad Server enables multimedia content to be exchanged between mobile phone users giving us the



10






opportunity to reach registered mobile phone subscribers with relevant content at the right time and in the right location.


We help global and local brands engage with a new audience in a fresh way that is mutually beneficial to all our stakeholders – brand and enterprise owners, consumers, mobile multimedia content publishers and developers, advertising agencies; and channel partners and private label partners.


b) Mobile Phone Users (Consumers)


We pitch the products and services of advertisers in the form of mobile advertisements to mobile phone users who have registered with MobiCAST (consumers) and have given their permission to receive mobile advertisements from us or our channel partners or private label partners on their mobile phones. We target mobile phone user consumers in the 15 – 35 years age group who are primarily students and young working adults.


Registered mobile phone user consumers will have an opportunity to:


·

Earn reward points based on degree of participation in marketing campaigns organized by brand and enterprise owners


·

Exchange reward points for free mobile VoIP calls or free multimedia messaging; and


·

Have access to the right information at the right time to take advantage of supermarket or department store promotions or product launches.


c) Mobile Multimedia Content Publishers and Agencies


We help content providers who need channel partners and private label partners (marketers) to monetize their content. We offer a new way for advertising agencies and content publishers and developers to monetize their unsold content inventory. Content publishers will benefit from increased opportunities for monetization as well as the opportunity to promote their content through MobiCAST.


Our Ad Server seamlessly connects content publishers and developers to our private label partner customers, advertisers, and registered mobile phone users. Content publishers and developers will be able to optimize their advertising revenue with our Ad Server platform by adding new revenue streams through the sale of space or content and creating new advertisement spaces.  


Utilizing the VTA developed system, we enhance our private label partners’ coverage by supplementing their in-house sales team. We will attach advertisements to their multimedia content for dissemination to the profiled list of community members and microbloggers to be acquired from VTA. We replace technical hurdles and operational bottlenecks with a streamlined scalable process to monetize our private label partners’ multimedia content and open a path to greater profitability.


d) Advertising Agencies


We help advertising agencies who need us as the ad enabler to ensure that the ecosystem is well secured and operating efficiently. We provide the transparency and control to meet the unique demands of the mobile advertising business by providing advertising agencies:


·

Source and manage advertisements from in-house and third party sources in many major screen sizes using our Ad Server, within a single seamless environment.


·

Control their experience by defining fine-grained ad plans for ad placements, formats and frequencies to balance their revenue and view retention goals; and


·

Improve their business performance using powerful reporting tools that collate traffic data to analyze current and historical data as well as manage their relationships in the lucrative mobile advertising marketplace.


We enable planners and buyers to plan, build, buy and execute a mobile campaign within minutes as well



11






as follow up campaign performance in real time.


Our Renewable Energy Business


During July 2010, we expanded our operations into the renewable energy business to include (i) the provision of consultancy services for the design and integration of solar PV-wind hybrid power generation applications (ii) the production of syngas, bio-oil and biochar using biomass such as wood residues, oil palm stems and fronds as feedstock; and (iii) the establishment and operation of syngas-to-electricity generation plants. Our entry into the renewable energy business was intended to develop additional recurring revenue streams to complement our mobile VoIP communications and mobile advertising business segment.


Solar Photovoltaic-Wind Hybrid Power Generation Applications

We help our customers to conceptualize, design and integrate solar photovoltaic (“PV”)-wind systems. The solar PV-wind systems that we design and build are based on the methodology for the optimal sizing of a solar PV-wind hybrid power generation system developed by our Chairman, Mohd. Aris Bernawi. The services we render include site assessment, site verification, power system modeling and analysis, engineering design, project management, progress inspection, installation and integration of the power generation system with solar PV to operate as a hybrid power generation system.


We derive revenues by helping our clients to:


·

identify projects and conducts feasibility studies on the proposed projects


·

conduct site assessment, site verification and progress inspection


·

design and integrate solar PV-wind hybrid power generation system to adapt and customize our solar PV-wind hybrid power generation system to local climatic and geographical conditions


·

project management services that include cost planning, tendering, negotiating and awarding of tenders, procurement, site superintendence and contract administration


·

integrate their control system to a central data collection system that can remotely monitor the operation of the plant and provide maintenance warnings; and


·

maintain their plant by providing computer aided maintenance management systems


On September 1, 2010, Info-Accent Sdn Bhd and our Chairman executed an Assignment Agreement whereby the Chairman assigned to Info Accent, exclusively throughout the world, all rights, title and interest in the methodology for the optimal sizing of a solar PV-wind hybrid power generation system. The methodology relates to finding the optimum configuration, among a set of system components, which meets the desired system reliability requirements with the lowest value of levelized cost of energy (“LCE”). The LCE is a procedure for determining and comparing the cost of producing energy using different solar panel and wind turbine technologies. The procedure takes into account the installed system price and associated costs such as financing, land, insurance, transmission, operation and maintenance, depreciation, carbon emission and efficiency of the solar panel and wind turbine used.


Two steps are involved in the optimal sizing procedure. The first step is to design a solar PV-wind hybrid model based on available local solar and wind data.  The second step is to optimize the sizing of a system according to the loss of power supply probability (“LPSP”) and the LCE concepts. The configuration: (i) which can meet the desired system reliability is obtained by changing the type and size of components that make up the system; and (ii) with the lowest LCE gives the optimal choice that places an important role in cost reduction as well as energy production.


We have utilized the optimal sizing procedure in the design and integration of our solar PV-wind hybrid power generation applications for:


1. Rural and remote island electrification

2. Powering remote radio base stations

3. Potable water production; and

4. Potable water production and organic vegetable cultivation



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We do not manufacture any of the components used for the power generation systems. The components are sourced from various suppliers. We typically solicit competitive proposals from various component manufacturers, evaluate the proposals and recommend to our customers’ components that meet with their system performance specifications.


Biomass-to-Biofuel-to-Electricity Production


Overview


Biomass is an organic material that includes plant matter from trees, grasses and agricultural crops. Biomass is environment friendly and can replace fossil fuels for thermal and electricity applications. Modern industrial bioenergy systems involve pyrolysis and gasification, the heating of biomass feedstock under controlled conditions to produce synthetic gas (syngas) and bio-oil that can be burnt to produce heat, power, or combined heat and power.


When biomass such as palm stems and fronds are gasified at 650oC, it produces condensable and non-condensable gases. The non-condensable gas also known as syngas consists of carbon dioxide, carbon monoxide, hydrogen and hydrocarbons. When quenched or cooled, the condensable gas consisting of water, methanol, tar, phenol derivatives, furfural, acetic acid and other acids will form bio-oil. If the gas is not quenched, it can be combusted along with the non-condensable gas to drive gas turbines to generate electricity. Biochar, the third combustible product, is the solid charred and carbon-rich residue that can also be used as a biofuel or as a soil amendment to enhance crop growth and yield. Pyrolysis-gasification plant operating conditions can be adjusted to produce different levels of competing outputs (i.e. syngas, bio-oil or biochar).


Biomass pyrolysis and gasification are well-established technologies for the production of syngas, bio-oil and biochar. Gasification is primarily a thermo-chemical conversion of organic materials at an elevated temperature with partial oxidation. Biomass gasification, due to its high electrical efficiency compared to other biomass-based electricity generation systems, is emerging as a commercially viable technology.  


Our integrated pyrolysis-gasification system consists of a bubbling fluidized bed gasifier, a combined gas cleaner (including an inertial separator, a cyclone separator, Venturi tubes and water scrubbers), a power generation subsystem and a waste water treatment system. We appoint contractors who will purchase the components on our behalf from third parties and fabricate the equipment in accordance with our designs and engineering specifications.


Availability of Biomass Feedstock


There is an abundant supply of biomass as feedstock for conversion to electricity in countries within the South East Asian region that include Malaysia, Indonesia, Thailand, Vietnam and Philippines. Such biomass includes oil palm stems and fronds, rice husks, sugar cane bagasse, coconut husks and cassava. Malaysia, together with Indonesia, account for more than 85% of the global palm oil production. Thailand ranks second in the world production of cassava, fourth in the production of sugar cane and palm oil, and sixth in the production of rice and coconuts. (Source: Food and Agriculture Organization, 2009).


The palm oil industry generates almost 94% of the biomass feedstock in Malaysia, while agricultural and forestry by-products such as wood residues, rice and sugarcane contribute the remaining 6%. Oil palm trees are typically felled after the age of 25 years, either due to their decreasing yield or because they have grown too tall which makes harvesting very difficult. They are normally left to rot or are burnt in the field. Leaving the stems and fronds in the field without further processing will physically hinder the process of planting new crops as the stems and fronds can take about five years to decompose completely. The practice of disposing both the stems and fronds by burning is unacceptable as it creates air pollution and affects the environment. Large volumes of oil palm stems and fronds in Malaysia, Indonesia and Thailand are available annually due to replanting, the task of find ways to utilize this enormous amount of lignocellulosic material is great. The high moisture and silica content have hitherto prevented palm stems and fronds from being converted to biofuels.



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Appended below is a breakdown of oil palm biomass generated by the Malaysian palm oil industry in 2009.

[gmt10k_063011apg005.gif]

                                                                                       (Source: Malaysian Palm Oil Board, 2009)


Current Status and Market for Renewable Energy in South East Asia


Over the last 50 years, while consumption of fossil fuels grew substantially, the world undertook a transition in its usage of fossil fuels, from solids (coal), to liquids (oil) to gases (natural gas). Increased fossil fuel prices and their possible depletion in the near future as well as the deterioration of our environment due to increased use of the same are major concerns of our time. Increased crude oil prices have compounded the problems of developing nations which are forced to subsidize gasoline prices to maintain retail gasoline prices at an affordable level. As a consequence, energy potential of renewable fuels and the technologies to harness them have become crucial for energy security.


Governments of the Association of South East Asian (“ASEAN”) countries comprising of Malaysia, Singapore, Indonesia, Thailand, Philippines, Myanmar, Brunei, Cambodia, Laos and Vietnam have taken cognizance of the dire consequences if the energy security issue is not addressed. On January 1, 1999, the ASEAN Center for Energy or ACE was established as an intergovernmental organization to act as a catalyst for the development of renewable energy. Core funding for ACE is provided by an Energy Endowment Fund established from equal contributions of the 10 member countries and managed by a private fund manager.


ASEAN Energy Outlook (2005 – 2030)


The final energy consumption by sector for the period 2005 to 2030 is summarized below.  


-

Final energy consumption is projected to grow from 2005 to 2030 with an average annual growth rate 3.9 percent (base case) and 4.9 percent (high case).  


-

The transport sector consumption will grow the fastest during the period with annual growth projected at 5.1 percent driven by the increasing per capital income followed by the industrial sector consumption in the second place with annual growth projected at 4.6 percent.


-

Other sectors which include residential, commercial and agricultural sectors will have an average annual growth of 2.4 percent and non-energy consumption will growth at an average rate of 2.9 percent per annum.



14






Final Energy Consumption by Sector in the ASEAN member countries in

Million Tons of Oil Equivalent (“MTOE”)



 

2005

2020 Reference

2020 High

2030 Reference

2030 High

Others

150

209

220

274

317

Transport

88

191

218

305

394

Industry

104

208

231

322

412


                                                                                                                                                    (Source: ASEAN Center for Energy)


The final energy consumption by fuel type in the ASEAN member countries is summarized below.


-

Electricity will grow the fastest at 6.1 percent per annum in view of the projected growth in industrial Gross Domestic Product (“GDP”). As a consequence, electricity share will increase 11.0 percent in 2005 to 18.2 percent by 2030.


-

Coal will have the second highest growth rate of 5.9 percent per annum followed by natural gas at 5.0 percent per annum.


-

Oil will have the fourth highest growth rate of 4.5 percent per annum and will remain as the most used fuel.  Its share to the total consumption mix will also increase from 44.4 percent in 2005 to 50.4 percent in 2030 driven by the rapid growth in consumption of the transport sector which is largely fuelled by oil products.


Final Energy Consumption by Fuel in the ASEAN member countries in MTOE


 

2005

2020 Reference

2020 High

2030 Reference

2030 High

Others

109

114

114

113

112

Oil

152

292

328

454

573

Natural Gas

21

46

50

70

87

Electricity

38

94

108

164

214

Heat

0

0

0

0

0

Coal

24

60

69

100

136


                                                                                                                                             (Source: ASEAN Center for Energy)


The implications of higher energy consumption are as follows:


-

Primary energy consumption will increase significantly from 2.6 times in the Reference scenario to 3.3 times in the High scenario which will have a negative impact on the energy security and the environment.


-

Oil consumption in the region is also expected to increase from 194 MTOE in 2005 to 520 MTOE by 2030 in the Reference scenario and possibly to 639 MTOE in the High scenario. Being a net importer of oil, the region will be vulnerable to various supply disruptions in the oil market.


 

15






-

Although the region is still a net exporter of natural gas, its fuel consumption is expected to increase from 91 MTOE in 2005 to 240 MTOE by 2030 in the Reference scenario and possibly to 307 MTOE in the High scenario. If current production levels in the region do not increase, the region will have to source out the additional demand from outside the region.


-

Coal consumption will also significantly increase from 56 MTOE in 2005 to 297 MTOE by 2030 in the Reference scenario and possibly to 405 MTOE in the High scenario. The higher coal consumption will have a corresponding increase in carbon dioxide emission which contributes to global warming.


The projected energy investment needs by sector in the ASEAN member countries for the period 2006 to 2020 are set forth below.


Energy Investment Needs by Sector 2006 – 2020 (Billion US$)


Sector

2006 - 2010

2011 - 2015

2016 - 2020

Coal

1.50

1.77

2.06

Oil

6.20

7.10

8.35

Gas

18.06

22.91

29.66

Electricity

64.44

88.67

132.72

Renewable

3.87

3.92

3.91


                                                                                                                              (Source:  ASEAN Center for Energy)




The installed renewable energy capacity in the ASEAN member countries as of 2008 is as follows:




Country

Current Installed Capacity (MW)

Biomass

Geo-thermal

Hydro

Solar

Wind

Total


Brunei


-


-


-


0.67


-


0.67

Cambodia

2.00

-

20.00

1.50

1.00

24.50

Indonesia

445.00

1,042.00

4,410.00

12.00

2.00

5,911.00

Laos

0.04

-

672.00

1.30

-

673.34

Malaysia

742.00

-

2,115.00

1.80

0.20

2,859.00

Myanmar

19.79

-

745.68

0.12

0.52

766.11

Philippines

-

2,027.07

3,657.56

4.16

33.00

5,721.79

Singapore

250.20

-

-

0.15

-

250.35

Thailand

1,661.00

0.30

3,478.53

32.00

1.00

5,172.83

Vietnam

152.40

-

4,665.00

1.50

1.50

4,820.40


TOTAL


3,272.43


3,069.37


19,763.77


55.20


39.22


26,199.99


                                                                                                                                                 (Source:  ASEAN Center for Energy)

 


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Set forth below is the status of the technical and theoretical potential renewable energy than can be generated by the top three leading ASEAN member countries.


Country


Biomass


Geothermal


Hydro


Solar


Wind

Malaysia

Technical potential

2,700 MW

 

Technical potential

29,000 MW (large)

4.5 kWh/m2/day

(4-8 hrs)

 

Indonesia

Technical potential

49,810 MW

Technical

potential

27,000 MW

Technical potential

75,000 MW (large)

459 MW

(mini/micro)

4.8 kWh/m2/day

Theoretical

Potential

Significant (3-6

m/s)

Thailand

Technical potential

7000 MW

 

Technical potential

700 MW (small

hydropower)

>5,000 units

(solar PV)

Theoretical Potential

3 GW (7-8 m/s)

52 MW (8-9 m/s)

Technical potential

l,600 MW


                                                                                                                                                     (Source:  ASEAN Center for Energy)


Governmental Policies and Incentives for the Production of Renewable Energy in Malaysia


The Malaysian government has introduced various policies and programs to increase the generation of electricity from renewable resources.  The following are some of the policies and programs that have been established by the Malaysian government.


·

National Energy Policy under the 8th Malaysia Plan focuses on sustainable development of energy resources, greater utilization and adequate generating capacity of gas and renewable energy and supporting industries that produce energy related products and services


·

9th Malaysia Plan (2006 – 2010) sets intensification of efforts towards providing a more conducive environment to support renewable energy projects and by 2010, the target for electricity generation from renewable energy resources set at 300MW in Peninsular Malaysia and 50MW in Sabah, Malaysia


·

Renewable Energy as the Fifth Fuel Policy. Renewable energy is being targeted to be a significant contributor to the country's total electricity supply. With this objective in mind, greater efforts are being undertaken to encourage the utilization of renewable resources, such as biomass, biogas, solar and mini-hydro, for energy generation

 

·

Greenhouse Gas Mitigation Policy


·

Code of Practice on Energy Efficiency and Use of renewable energy for Non-Residential Buildings


·

Small Renewable Energy Power Program


Various incentives have been introduced to renewable energy producers that include a 10-year tax exemption, duty exemptions as well as rebates-payment, low-interest loans and loan guarantees and reduction of subsidies.


Companies undertaking generation of energy using biomass, hydropower (not exceeding 10 megawatts) and solar power that are renewable, sustainable and environmentally friendly are eligible for the following incentives:

 


17





 

i.

Pioneer Status with income tax exemption of 100% of statutory income for ten years. Unabsorbed capital allowances as well as accumulated losses incurred during the pioneer period can be carried forward and deducted from the post pioneer income of the company; or

ii.

Investment Tax Allowance of 100% on the qualifying capital expenditure incurred within a period of five years. This allowance can be offset against 100% of the statutory income for each year of assessment. Any unutilized allowances can be carried forward to subsequent years until fully utilized.


Renewable energy companies must implement their projects within one year from the date of approval by the Malaysian Industrial Development Authority (“MIDA”). With effect from September 8, 2007, other companies in the same group are eligible for the same incentives as above even though one company in the same group has been granted the incentive. Applications received by 31 December 2015 are eligible for this incentive. For the purpose of this incentive, 'biomass sources' refer to palm oil mill/estate waste, rice mill waste, sugar cane mill waste, timber/sawmill waste, paper recycling mill waste, municipal waste and biogas (from landfill, palm oil mill effluent (POME), animal waste and others), while energy forms refer to electricity, steam, chilled water, and heat.


In 2010, the government of Malaysia set aside RM1.5 billion (US$500 million) to establish the Green Technology Financing Scheme (“GTFS”) to improve the supply and utilization of green technology. Only new renewable energy projects are eligible for this scheme. These projects must be located in Malaysia, utilizing local and imported technology. The maximum financing for renewable energy power producers is RM50 million (US$16.6 million) with repayment over 15 years.


Our Competitive Advantages


We have the following competitive advantages:


(i)    Mobile VoIP Communications and Mobile Advertising


Unique combination of its core competency in integrating and monetizing its proprietary Mobile VoIP Gateway to build a global advertising and voice network for mobile phones.


Ability to sustain its competitive advantage by continuously developing existing and creating new low cost and robust resources in response to rapidly changing market conditions.


Ability to implement a complete turnkey platform that will not burden community members, brand owners, enterprise owners and channel partners with operational issues.


Ability to create a competitive and integrated service by rolling out a business model that combines our rewards program with the distribution of mobile advertisements. We have the unique capability of giving users the option of making “free but paid for” VoIP calls from their basic mobile or their smart phone.


(ii)   Renewable Energy


Possess proprietary technology in eliminating the incidence of oil palm stem chips clumping together due to the inherently high starch, sugar and moisture content


Possess proprietary technology in accelerating the drying process from more than 60% to less than 10% and reduction of the palm stem chips too less than 10mm diameter in a single pass


Possess proprietary technology in reducing ash-related problems that cause deposition, corrosion and erosion to equipment exposed to syngas and reducing ash-related problems that cause deposition, corrosion and erosion of equipment exposed to syngas


Possess proprietary technology in enhancing heating value of pure bio-oil from 22 MJ/kg to 24 MJ/kg.


Possess proprietary gasification technology of palm stems and fronds without volatilizing silica present in palm stems that causes glazing, a major problem that occurs when palm stems are subjected to high heat treatment.

 

 

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Competition in Our Mobile VoIP Communications and Mobile Advertising Business


We believe that the mobile communications industry which includes VoIP calls, advertising and mobile social microblogging services is constantly evolving. Digital in general encompasses more and more aspects like mobile phones, personal digital assistants or PDAs and other wireless communication devices. Internet and digital channels are the fastest growing media around the world.  Broadband is now readily available at a fairly inexpensive rate and the regulatory environment in China and Asia have also changed.


Our objective is to focus on providing integrated mobile VoIP communication and mobile advertising services within the new media advertising space. We believe that changes in technology and the growth in digital media present us with opportunities to compete against media agencies. These opportunities include pursuing new media possibilities that incorporate with relevant digital know-how. We believe that these changes represent a growth opportunity for companies that are able to acquire these new media skills.


There are currently a number of companies which provide various mobile advertising services but very few offer an integrated service similar to our mobile advertising in combination with mobile microblogging and free mobile VoIP calls. Microblogging is a form of multimedia blogging that allows users to send and receive brief text updates (limited to 140 characters per message) or micromedia such as photos, audio or video clips (up to five seconds of audio or video clips). A single entry could consist of a single sentence or fragment or an image or a brief five-second video. Its purpose is, however, similar to a traditional blog. Users microblog about particular topics that can range from the simple, such as “what one is doing at a given moment,” to the thematic such as sports, cars to business topics.


We believe that in the future, we may compete directly with mobile operators if they decide to focus in developing solutions similar to our MVG and MMSG and possibly face competition from major online businesses seeking to expand into the mobile advertising segment.


Mobile advertising is closely related to online or Internet advertising. Mobile advertising, however has a far greater reach than online advertising as there are 5.282 billion registered mobile phone users compared to 2.084 billion internet users worldwide (Source: International Telecommunication Union 2010). Our current and potential competitors include:

 

·

Mobile advertising

Virgin Mobile, (USA), Third Screen Media (AOL), Tencent, (China), Madhouse, (China) and Focus Media, (China)

 

 

 

·

Mobile microblogging networks

Twitter, Groovr, Jaiku, Identi.ca, NotePub and BuzzCity, (Singapore)

 


Our competitors may have product offerings or other business advantages that our customers may find compelling. Some of our competitors’ and our potential competitors’ advantages over us, either globally or in particular geographic locations, include the following:

 

 

·

more established relationships with their target customers that afford them greater access to resources;

 

 

·

greater financial and technical resources;

 

 

·

stronger brand and consumer recognition, regionally or globally;

 

 

·

the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile channels;

 

 

·

proprietary intellectual property which they can develop without having to pay royalties to third parties for licensed technology;

 

 

·

lower labor and development costs; and

 

 

·

broader global distribution and presence.

 

 

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By taking this approach, we believe that the most effective barrier to entry against competition is to build efficient, stable, secure and user friendly solutions that assist our customers to significantly enhance their businesses.


Competition in Our Renewable Energy Business


We face competition from other biofuels-to-electricity and fossil fuel-to-electricity producers. Some of our current and potential competitors include:


  Country

Biofuel-to-Electricity Producers

Fossil fuel-to-electricity producers

Malaysia

TSH Bioenergy Sdn Bhd, Seguntor Bioenergy Sdn Bhd, Eco Biomass Power Sdn Bhd, FTJ Bio Power Sdn Bhd.

 

Tenaga Nasional Berhad, Malakoff Corporation Berhad, YTL Power International Berhad and Genting Sanyen Power Sdn Bhd.

Indonesia

Sumitomo Forestry Co. Ltd., PT Indonesian Power and PT Ciliandra Perkasa

PT Perusahaan Listrik Negara, PT Cikarang Listrindo. PT Indonesia Power, PT Indonesia Comnet Plus, PT Ridlatama Bangun Mandari and PT Pembangkitan Jawa Bali.

Thailand

Gulf Yala Green Co. Ltd, Surat Thani Green Energy Co. Ltd., Power Green Alliances Co. Ltd, and Power Prospect Co. Ltd.

Electricity Generating Authority of Thailand, Banpu PCL, Glow Energy PCL, Electricity Generating PCL, Independent Power (Thailand) Company Limited, Union Power Development Co. Ltd., Eastern Power & Electric Co. Ltd. and Tri Energy Co. Ltd.


Many of our competitors have substantially larger financial, research and development, personnel and marketing resources than we do. As a result, our competitors may be able to compete more aggressively than we could and sustain competition over a longer period of time.


According to data from Economics of Generation Technologies (Lockwood Green Consulting), coal has a production cost of 3.9 cents/kWh, natural gas 6.78 cents/kWh, oil 10.26 cents/kWh and biomass 5.0cents/kWh. However, natural gas, oil and coal prices are subject to market price swings and have increased recently due to surging demand from China.


We face market acceptance barriers that do not affect already established technologies. To date, our technology has gained limited market acceptance.


Government Regulations Related to Our Mobile VoIP Communications and Mobile Advertising Business


Laws and regulations that apply to Internet communications, commerce, and advertising are becoming more prevalent. These regulations could affect the costs of communicating on the websites and could adversely affect the demand for our advertising solutions or otherwise harm our business, results of operations and financial condition.


Malaysia


Malaysian Communications and Multimedia Commission Act (1998)


Our mobile advertising business in Malaysia is governed by Section 211 of the Malaysia Communications and Multimedia Act 1988 that provides: “No content applications service provider, or other person using a content applications services, shall provide content which is indecent, obscene, false, menacing, or offensive in character with intent to annoy, abuse, threaten or harass any person”.


The Malaysian Communications and Multimedia Commission (“MCMC”) was created pursuant to the Malaysian Communications and Multimedia Commission Act (1998) as a new regulator for the communications and multimedia industry in Malaysia. At the same time, the Communications and Multimedia Act (1998) (“CMA”) was passed, to fulfill the need to regulate an increasingly convergent communications and multimedia industry.

 


20







The Act also provides a regulatory framework to accommodate the convergence of the telecommunications, broadcasting, and computing industries in Malaysia. The basic principles underlying the CMA are transparency, technology neutrality, flexibility, and transparency.


The powers and functions of MCMC are:


·

to advise the Malaysian Ministry of Information, Communication and Culture on all matters concerning the national policy objectives for communications and multimedia activities,

·

to implement and enforce the provisions of the communications and multimedia laws,

·

to regulate all matters relating to communications and multimedia activities not provided for in the communications and multimedia laws,

·

to consider and recommend reforms to the communications and multimedia laws,

·

to supervise and monitor communications and multimedia activities,

·

to encourage and promote the development of the communications and multimedia industry,

·

to encourage and promote self-regulation in the communications and multimedia industry,

·

to promote and maintain the integrity of all persons licensed or otherwise authorized under the communications and multimedia industry,

·

to render assistance in any form to, and to promote co-operation and co-ordination amongst, persons engaged in communications and multimedia activities; and

·

to carry out any function under any written law as may be prescribed by the Minister Information, Communication and Culture of with notification published in the Malaysian Government Gazette.


Advertising Standards Authority


The Advertising Standards Authority (ASA) was established in 1977 to provide independent scrutiny of the then newly created self-regulatory system set up by the industry. Its chief tasks are to promote and enforce high ethical standards in advertisements, to investigate complaints, to identify and resolve problems, to ensure that the system operates in the public interest and to act as a channel for communications with those who have an interest in advertising standards.


Malaysian Code of Advertising Practice


All practitioners of advertising are required to abide by the Malaysian Code of Advertising Practice. The Code contains principles describing the essence of good advertising.


·

All advertisements should be legal, decent, honest and truthful,

·

Advertisements must project the Malaysian culture and identity, reflect the multi-racial character of the population and advocate the philosophy of the National Principles of Malaysia.

·

Advertisements must not identify or typecast each particular racial group or sex with vocations, traditional values and backgrounds.

·

Advertisements must comply in every respect with the Law, common or statute.

·

All advertisements should be prepared with a sense of responsibility to consumers and to society.

·

All advertisements should conform to the principles of fair competition as generally accepted in business.

·

No advertisements shall bring advertising into disrepute or reduce confidence in advertising as a service to the industry and to the public.

·

Advertisements must be clearly distinguishable as such.


The Code contains general guidelines relevant to all advertisements as well as rules for specific sectors such as medicinal and related products and advertisements containing health claims, children and young people. The Code and the self-regulatory procedure that exists to administer it are designed to work within to complement existing regulations.


Hong Kong


On 6 January 2006, the Telecommunications Authority finalized the regulatory regime for VoIP services and created a new Services-Based Operator (“SBO”) License. With the introduction of the SBO License, services-



21






based operators can now enter the Hong Kong market to offer local voice telephony services employing Internet Protocol (“IP”)-based technologies or other technologies.

The new SBO licensing regime encompasses the provision of public internal or external telecommunications services (whether or not the services are similar to conventional telephone services). This regime has the following main features:

-

All service providers of IP telephony services who use telecommunication equipment located within Hong Kong are required to obtain an SBO license. This licensing regime would not affect overseas IP telephony service providers who do not establish or maintain any telecommunication facilities in Hong Kong.

-

Amongst the SBO licensees, providers of IP telephony services which are very different from the conventional voice telephone services would be subject to a relatively lighter level of regulation (namely, General Conditions 1 to 15 and Special Conditions 1 to 13 of the SBO license). One example of such services is "Instant Messaging" for which Internet Protocol addresses are used to make and receive calls. Traditional telephone numbers are not assigned to customers for such services.

-

Providers of IP telephony services which are similar to conventional voice telephone services would be subject to a relatively higher level of regulation (i.e. additional Special Conditions 14 to 21 may apply depending on whether it is a Class 1 or Class 2 license - explained further below). Hong Kong telephone numbers are assigned to customers of such licensees. Customers can make and receive calls to and from customers of local traditional public switched telephone network (PSTN). These types of services are subject to either Class 1 or Class 2 SBO licenses, both of which require compliance with additional requirements contained in the specified conditions for the SBO services, including number portability, emergency call services and backup power supply etc.


The scope of services of the SBO License is essentially similar to the scope of service of fixed telecommunications network services (“FTNS”) or fixed carrier (“FC”) licenses; the only difference is that an SBO licensee does not have any facilities-based rights. Consequently, a SBO licensee may provide local IP telephony services as well as external telecommunication services (ETS) and international value-added network services (IVANS). Current holders of FTNS or FC license can provide VoIP licenses without the need to apply for an SBO license.


The applicant for an SBO license should be a company incorporated in Hong Kong. There are no foreign ownership restrictions. If the applicant is a company incorporated overseas, it may still apply provided that it has registered in Hong Kong as an overseas company.


People’s Republic of China


Although we are not subject to People’s Republic of China (“PRC”) laws at this time, it will apply to us when we implement our mobile VoIP and mobile advertising services in the PRC.


The provision of VoIP calls are regulated by the Ministry of Information Industry (“MII”). The PRC government considers VoIP calls and services to be a serious threat to the state owned telecommunication carriers, China Telecom and China Unicom and have put in place a stringent regulatory regime to limit the ability of any individuals or entities to provide VoIP calls and services. Article 7 of the Regulation on Telecommunications of the PRC (the “Telecom Regulations”) provides that no one can provide telecommunication services without first obtaining a license from a local telecommunications administration or the information industry authority of the State Council or MII. The Administrative Measures for Telecommunications Business Operating Licenses further provide that there are two types of telecommunications operating licenses for telecommunication service providers in PRC (including foreign-invested telecommunications enterprises), namely, licenses for infrastructure telecommunication services and licenses for value-added telecommunication services.


Consumer Protection and Privacy Rights


We do not facilitate the delivery of spam messages to mobile phone subscribers. Prior to the delivery of a multimedia message we ensure that there is an existing relationship between us, the private label partner and the registered mobile phone user to whom the message is being delivered, in which the registered mobile phone user has agreed to receive advertising messages. We believe that a mobile phone is a personal communications device and that it should not be abused.



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We collect personally identifiable information from registered mobile phone users with their permission. The registered mobile phone user provides this permission by opting into one of our programs. We store personally identifiable information securely and do not use the data without the explicit, knowing permission of the registered mobile phone user which is gained at the time we collect the data.


Our future private label partners retain the right to use data they have obtained through explicit permission from a registered mobile phone user; for example, if a registered mobile phone user provides an email address to receive information and updates. We rely on our registered mobile phone users’ consumer privacy policies and practices, as well as the consumer privacy policies and practices of the publisher websites included in each advertising campaign. If our future private label partners provide databases of their registered mobile phone users, we will use this data on behalf of those registered mobile phone users, again pursuant to their consumer privacy policies. We rely on our private label partners to collect and maintain such data with the appropriate precaution and responsibility as stated in their privacy policies. The premise is that both the Company and our private label partners (1) have an opt-in relationship with the registered mobile phone users, (2) have an opportunity to share their consumer privacy policies with their registered mobile phone users, and (3) provide an opportunity to opt-out.


We collect certain technical data (such as type of browser, operating system, domain type, date and time of viewer’s response) when serving Internet advertisements. This type of information is defined by the Network Advertising Initiative as non-personally identifiable information. In addition, we use non-personally identifiable information that we receive from websites, pursuant to their consumer privacy policies, about their visitors’ general demographics and interests in order to target appropriate advertising to the websites.


We use “cookies,” among other techniques, to measure and report non-personally identifiable information to advertisers, such as the number of people who see their advertisements or emails and the number of times people see the advertisement. A cookie is a small file that is stored in a web user’s hard drive. Cookies cannot read information from the web user’s hard drive; rather they allow websites and advertisers to track advertising effectiveness and to ensure that viewers do not receive the same advertisements repeatedly. Cookies, by themselves, cannot be used to identify any user if the user does not provide any personally identifiable information. They can be used, however, to record user preferences in order to allow personalization features such as stock portfolio tracking and targeted news stories.


Government Regulations Related to Our Renewable Energy Business in Malaysia


We are subject to extensive federal, state and local environmental, health and safety laws, regulations and permit conditions. A violation of these laws, regulations or permit conditions can result in substantial fines and penalties, suspension or revocation of necessary permits and licenses limiting our current or future operations.    


Renewable Energy Act 2010


In April 2011, the Malaysian cabinet had passed the Renewable Energy Act 2010 which is aimed at increasing the generation of electricity from renewable sources of energy from less than 1% of total output in 2009 to 5.5% in 2015. Under the bill, the Government would offer competitive rates to buy power generated by individuals and companies in efforts to encourage them to invest in renewable energy projects. Renewable sources of energy eligible for the tariff system are solar photovoltaic, biogas, biomass, mini hydro, and solid waste. Basically the system will allow producers and users alike to sell excess power to the national power grid. In other words it is a mechanism which will allow electricity produced from local renewable energy resources to be sold to power utilities at a fixed premium price for a specific duration.


The Feed-in Tariff (“FiT”) program which forms part of the Renewable Energy Act 2010, is managed by the Sustainable Energy Development Authority (“SEDA”). The FiT program is expected to come into force in the fourth quarter of 2011. Electricity produced from indigenous renewable energy resources will be sold to power utility companies at a fixed premium price for a duration of 16 years.


Environmental Regulations (Clean Air Act) 1978


Industries are required to comply with both air emission and effluent discharge standards which are regarded as acceptable conditions allowed in Malaysia as stipulated in the Environmental Regulations (Clean Air Act) 1978 and the Environmental Quality (Sewage and Industrial Effluents) Regulations 1979. Open burning is banned under the Environmental Quality Act of Malaysia 1974.



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National Forestry (Amendment) Act 2010


National Forestry (Amendment) Act 2010 emphasize on transferring the burden of producing evidence from the prosecutors to those in possession of illegal logs. This Act will ensure that the forestry sector can progress in line with challenges and issues covering illegal logging and that forest conservation and preservation activities will be more effective. The penalty for illegal logging is RM1mil and the jail term is between five and 20 years under this Act.


The overall goal of this policy is to ensure that Malaysia protect its natural resources, soil erosion due to over-logging and the deterioration of water quality as one of the leading exporter of sawn logs and timbers in the world.


Plant Quarantine Act 1976 and the Plant Quarantine Regulation 1981


The Crop Protection and Plant Quarantine Division of the Department of Agriculture (DOA), Malaysia has enforced the Plant Quarantine Act 1976 and the Plant Quarantine Regulation 1981. The Plant Quarantine Regulation 1981 has stipulated the requirements for the importation of plants, plant products, growing media or rooting compost, beneficial organisms, plant pests and carrier of plant pests. The import of plants and plant products under the Plant Quarantine Act 1976 include wood (wood mulch, back chip, fuel wood, rubberwood and logs).


Compliance with Environmental Laws


Our first commercial biofuel and power generation project in Malaysia is designed to generate 10MW. The proposed project does not require us to conduct an Environmental Impact Assessment (“EIA”) as the generating capacity is below the 15MW threshold that would require an EIA to be conducted. Although our pyrolysis-gasification process does not emit or discharge any toxic gases, liquid effluent or solid wastes, the project must comply with prevailing environmental regulations of the country.


Intellectual Property


We protect our intellectual property such as trademarks, patents, product designs and manufacturing processes through patent and trademark registrations and the maintenance of trade secrets. We maintain stringent procedures to main the secrecy of our confidential business information. These procedures include the establishment of “need to know” criteria for the dissemination of certain proprietary information and the execution of Trade Secret Agreements with our employees, and written confidentiality agreements in cases where the sharing of proprietary information with third parties is necessary.


As of June 30, 2011, we own an U.S. patent # 8,005,057 entitled “DATA COMMUNICATIONS BETWEEN SHORT-RANGE ENABLED WIRELESS DEVICES OVER NETWORKS AND PROXIMITY MARKETING TO SUCH DEVICES” which we purchased from Sunway Technology Development Limited. The patent will expire on June 30, 2028. We consider the patent to be an important aspect of our mobile VoIP communications and mobile advertising business.  


Research and Development


We are constantly researching and developing innovative ways to improve our productivity, increase efficiency and our revenues. During our fiscal year ended June 30, 2011 and 2010, we had expended $874,676 and $153,832, respectively on our research and development activities. Our development activities for solar PV-wind system are generally conducted in connection with specific contracts and we are compensated for its development efforts. We have used our experience in developing best practices and differentiating know-how in the production of biofuels and syngas-to-electricity generation. For example, we have developed proprietary methods to eliminate the incidence of oil palm chips clumping together, accelerate the drying process from more than 60% to less than 10% moisture, reduce ash related problems that causes deposition, corrosion and erosion to equipment exposed to syngas, enhance heating value of bio-oil from 22MJ/kg to 24MJ/kg; and preventing the volatilization of silica present in palm stems that causes glazing to a boiler’s combustion chamber when palm stems are subjected to high heat treatment.


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Employees and Employment Agreements


At present, we have do not have any employees in the U.S. Our wholly owned Malaysian subsidiary, Info-Accent, has three employees, including our Chief Executive Officer, Aik Fun Chong, our Treasurer and Chief Financial Officer, Hon Kit Wong; and our Assistant Finance Manager, Siew Hong Lua. Mr. Chong and Mr. Wong have similar officer positions at Global MobileTech. Our CEO and CFO are paid by Info-Accent under the terms of employee contracts pursuant to which they also render services to our company, Global MobileTech. None of our officers or directors has an employment agreement with us. An additional seven workers at Info-Accent are paid on a contract basis. Our policy to keep key personnel on payroll while technical, marketing and administrative personnel are outsourced to third parties.


ITEM 1A.  RISK FACTORS


Our operations and securities are subject to a number of risks. We have identified and discussed the material risks that we are likely to face.  Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.


RISKS RELATED TO OUR COMPANY AND OUR BUSINESS


We will need additional financing for the operation of our renewable business in Asia and failure to raise the capital may delay implementation of renewable energy projects.


The additional financing is required in addition to our internally generated funds. We will continuously evaluate our financing requirements and may decide to consider alternative modes of financing that may include raising additional funds from equity or debt financing. Our future capital uses and requirements depend on numerous forward-looking factors. These factors include but are not limited to the following:


•  

The progress of our sales and marketing efforts in new geographical regions;

•  

Our ability to establish and maintain strategic partnerships;

•  

The costs of asserting or defending patent claims or other intellectual property rights;

•  

The costs of expanding sales or distribution capabilities; and

•  

The commercial success of our products and services. 


No assurances can be given that we will be able to raise such equity or debt capital in the future on terms favorable to us, or at all.  The lack of availability of additional capital could cause us to curtail our operations and/or delay or prevent the launch and marketing of our biofuel production and syngas-to-electricity generation business.


We do not have extensive experience in raising equity or debt capital and therefore it may be difficult for us to raise the funds that we need especially in the current global economic situation.


As of June 30, 2011, we have raised an aggregate of approximately $441,251 in equity capital, and $18,000 in debt capital since our inception in December 2007. While our shares of common stock have been quoted on the OTC Bulletin Board since April 2009, our common stock  has not been actively traded. In addition, given the global economic crisis and given the uncertainty as to whether there will be a significant economic recovery, it is currently very difficult to raise equity or debt capital for a company, which does not have extensive experience in raising capital and does not have any public trading in its shares of common stock.


Instability in the credit market could have a material adverse effect on our results of operations and financial condition.


If we require debt financing, and such debt financing is not available, or is not available on terms and conditions acceptable to us, we may not be able to borrow money to finance our operations. Recently, domestic and international financial markets have experienced unusual volatility and uncertainty. If we require such debt financing and this volatility and uncertainty persists, our ability to borrow money to finance such operations may be materially and adversely impacted, and the cost of such borrowing will be higher. In addition, we may find it difficult, costly or impossible to refinance any indebtedness that may be maturing. If interest rates are higher when


 

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any debt we may have is refinanced, we may not be able to continue to finance our operations and our income could be reduced. In addition, if we pay fees to lock-in a favorable interest rate, falling interest rates or other factors could require us to forfeit these fees. All of these events would have a material adverse effect on our results of operations and financial condition.


We need to manage growth in operations to maximize our potential growth and achieve our expected revenues and our failure to manage growth will cause disruption of our operating resulting in the failure to generate revenue.


In order to maximize potential growth in our current and potential markets, we believe that we must expand our sales and marketing operations in the mobile VoIP and mobile advertising; and renewable energy industries in Asia. Our expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information systems. We will also need to effectively recruit, train, motivate, and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.


Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.


We are subject to the following factors, among others, that may negatively affect our operating results:

 

•  

The announcement or introduction of new products and services by our competitors;

 

•  

Damage to our image and brand as a result of third-party actions, such as the failure of our third-party technology providers to deliver anticipated technology;

 

•  

Our ability to upgrade and develop our systems and infrastructure to accommodate growth;

 

•  

Our ability to attract and retain key personnel in a timely and cost effective manner;

 

•  

Technical difficulties;

 

•  

The amount and timing of operating costs and capital expenditures relating to the expansion of our business operations and infrastructure;

 

•  

New regulations by foreign, federal, state or local governments; and

 

•  

General economic conditions as well as economic conditions specific to the mobile phone industry.


As a result of our limited operating history and the uncertain nature of the markets in which we compete, it is difficult for us to forecast our revenues or earnings accurately. We have based our current and future expense levels largely on our plans and estimates of future events, although certain of our expense levels are, to a large extent, fixed. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.  Accordingly, any significant shortfall in revenues relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition.  Due to the foregoing factors, our revenues and operating results are difficult to forecast.


Our renewable energy business requires numerous permits and other governmental approvals from various federal, state, local and foreign governmental agencies; any failure to obtain or maintain required permits or approvals could cause our sales to decline and/or our costs to increase.


All of our planned development projects in Asia require numerous permits, approvals and certificates from federal, state, local and foreign governmental agencies. Once received, approvals may be subject to litigation, and projects may be delayed or approvals reversed in litigation. If there is a delay in obtaining any required regulatory approvals or if we fail to obtain or maintain any required approvals or to comply with any applicable laws or regulations, we may not be able to operate our facilities, or the Company may be forced to incur additional costs.  


Our renewable energy business has significant environmental compliance costs, and future environmental compliance costs could adversely affect our profitability.


We are subject to extensive federal, state, local and foreign statutes, rules and regulations relating to environmental protection. We are required to obtain numerous governmental permits, licenses and other approvals to construct and operate our business. Additionally, to comply with these legal requirements, we must spend



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significant sums on environmental monitoring, pollution control equipment, mitigation costs and emissions fees. In addition, we are generally responsible for all on-site liabilities associated with the environmental condition of our energy projects, regardless of when the liabilities arose and whether they are known or unknown. If we fail to comply with applicable environmental laws, we may be subject to penalties, fines and/or curtailments of our operations.


Our inability to obtain adequate supplies of feedstock at an acceptable price and quality could affect our business and future operating results.


We rely on the supply of biomass resources which will seriously impact our business and operations if we experience a price increase, poor quality and shortage of such raw material. Should these resources be affected by weather, governmental restraints, and other conditions, we might experience a shortage of raw material which would hinder our business.


Construction activities may cost more and take longer than we estimate.

 

The design and construction of new projects or expansion requires us to contract for services from engineering and construction firms, and make substantial purchases of equipment such as pyrolysers and gasifiers;  and other components that require large quantities of steel to fabricate. Worldwide demand for new infrastructure spending, including energy generating plants continues to increase, and prices for building materials such as steel may also rise sharply. In addition, this increased demand affects not only the cost of obtaining the services necessary to design and construct these plants, but also the availability of quality firms to perform the services. These conditions may adversely affect our ability to successfully compete for new projects, or construct and complete such projects on time and within budget.


The nature of our projects exposes us to potential professional liability, product liability, warranty and other claims, which may reduce our profits.


We perform services in power plants where accidents or system failures can have significant consequences. Any such accident or failure at a site could result in significant professional liability, product liability, warranty and other claims against us. Further, the engineering and construction projects we perform will expose us to additional risks including, but not limited to, equipment failures, personal injuries, property damage, unforeseen engineering, architectural, environmental problems, each of which could significantly impact our performance and materially impact our financial statements.


Law enforcement of environment and energy policy regulations may adversely affect demand for renewable alternative energy sources such as those provided by the conversion of woody biomass.


Our success will depend in part on effective enforcement of existing environmental and energy policy regulations. Many of our potential customers are unlikely to switch from the use of conventional fossil fuels unless compliance with applicable regulatory requirements leads, directly or indirectly, to the use of environmentally friendly alternatives. Both additional regulations and enforcement of such regulatory provisions are likely to be vigorously opposed by the entities affected by such requirements. If existing emissions-reducing standards are weakened, or if governments are not active and effective in enforcing such standards, our business and results of operations could be adversely affected. Even if the current trend toward more stringent emission standards continues, we will depend on the ability of biomass alternative energy to satisfy these emissions standards more efficiently than other alternative technologies. Certain standards imposed by regulatory programs may limit or preclude the use of our products to comply with environmental or energy requirements. Any decrease in the emission standards or the failure to enforce existing emission standards and other regulations could result in a reduced demand for our products. A significant decrease in the demand will reduce the price of our products, adversely affect our profitability and decrease the value of your stock.


We may not be able to deliver our renewable energy projects timely which could cause us to lose sales and could harm our reputation.


We may not be able to deliver our renewable energy projects timely. Project delays and interruptions can occur for many reasons, including, but not limited to:


·

the failure of a supplier to deliver needed components on a timely basis or of acceptable quality;



27







·

equipment failures;


·

shortage of skilled labor; or


·

transportation disruptions.


If we fail to deliver our renewable energy projects timely, our reputation may be harmed, we may jeopardize existing orders and lose potential future sales.


We are dependent on third parties for supplying key components in our renewable energy project and delays by third parties may cause delays and increased costs to us.


We rely upon third parties for supplying key components in our renewable energy project.   There are limited sources of supply for some key components for our renewable energy projects. Business disruptions, financial difficulties of the suppliers of these components, or raw material shortages could increase our costs, reduce the availability of these components or delay our delivery of renewable energy projects. If we are unable to obtain a sufficient supply of required components, we could experience significant delays in our project, which could result in the loss of orders and customers. If the cost of components increase, we may not be able to pass on price increases to our customers if we are to remain competitively priced. This would reduce profit.


Failure to hire or retain qualified engineers and professional personnel could hurt our business.


Our future success and performance are dependent on our ability to identify, hire, train and retain qualified and experienced engineers and other professional personnel. We face significant competition for employees with the skills required for our business. There can be no assurance that we will succeed in attracting and retaining the services of qualified and experienced technical and marketing personnel.  Any inability in attracting and retaining such personnel could have materially adverse effects on our results of operations and financial condition.

Our success substantially depends on the performance of our management team, project development team and technology group. The loss of key individuals within these groups would disrupt our business operations.

The successful implementation of our business plan is substantially dependent upon the contributions of our management team, project development team and technology group. Our ability to design, finance, construct, startup and operate plants is highly reliant on the knowledge and skills of these key personnel. Moreover, we rely on these personnel to conduct research and development of our processes, products, markets and costs, and the loss of such personnel would harm our ability to successfully compete. As a result, unexpected loss of the services of key employees could have a material adverse effect on our business, operating results, financial condition, cash flows and prospects.


We depend on strategic relationships with feedstock suppliers, construction contractors, site owners and engineering companies. If we are not successful in entering into and achieving the benefits of these relationships, this could negatively impact our business.

Our ability to identify and enter into commercial arrangements with feedstock suppliers, construction contractors, engineering service companies, site owners, engineering companies will depend on developing and maintaining close working relationships with industry participants. Our success in this area will also depend on our ability to select and evaluate suitable partners, as well as to consummate transactions in a highly competitive environment. These relationships may take the form of joint ventures with other private parties or local government bodies, contractual arrangements with other companies, including those that supply feedstock that we will use in our business, or minority investments from third parties. There can be no assurances that we will be able to establish these strategic relationships, or, if established, that the relationships will be maintained. In addition, the dynamics of our relationships with strategic participants may require us to incur expenses or undertake activities we would not otherwise be inclined to incur or undertake in order to fulfill our obligations to these partners or maintain these relationships. If we do not successfully establish or maintain strategic relationships, our business may be negatively affected.


The international nature of our operations exposes us to special risks.



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We currently intend to continue to operate within Asia. There are special risks related to doing business in Asia and other non-U.S. markets many of which are beyond the company's control, including, but not limited to:


·

unanticipated changes in tariffs, customs, duties and other trade barriers;

·

political and economic risks;

·

translation and transaction exposure from fluctuations in exchange rates of other currencies; and

·

potentially adverse tax and cash flow consequences resulting from operating in multiple countries with different laws and regulations.


We cannot assure you that our organic growth strategy will be successful which may result in a negative impact on our growth, financial condition, and results of operations and cash flow.


One of our strategies is to focus on mobile advertisements targeted at middle and lower income earners; and students. However, many obstacles to entering such new markets exist, including, but not limited to, development costs, costs associated with marketing efforts and maintaining attractive foreign exchange ratios. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish our products in any additional markets. Our inability to implement this organic growth strategy successfully may have a negative impact on our growth, future financial condition, and results of operations or cash flows.


If we are unable to successfully implement our business plan, our financial condition would be impaired.


If we are unable to successfully implement our business plan, our financial condition and performance would be impaired. Our business plan and strategy include numerous elements that may be difficult or costly to execute, and we may not be successful in implementing these elements and can provide no assurance that it will do so. We seek to exploit technology that often does not have well-established markets and in which there is great competition. Our ability to develop the new businesses, including our mobile VoIP communication and mobile advertising services in Asia is unproven. Even if we successfully implement our business plans, there may be insufficient demand for our products and services, in which event we will not generate sufficient revenues to offset our planned expenditures, thereby having an adverse effect on our business operations and financial condition.


We may incur significant costs to ensure compliance with the corporate governance and accounting requirements of the United States of America.


We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.


We may never pay any dividends to shareholders.


We have not declared any cash dividends to our common stock and the Board of Directors does not expect to declare or distribute dividends for the foreseeable future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the result of our operations, cash flows and financial condition, operating and capital requirement, and other factors as the Board of Directors considers relevant. We intend to retain earnings, if any, as necessary to finance the operation and expansion of our business. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.



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RISKS RELATED TO OUR COMMON STOCK


Currently, there is no active trading market for our securities on the OTC Bulletin Board, and there can be no assurances that any public market will ever develop and, even if quoted, it is subject to significant price fluctuations.


We have a trading symbol for our common stock, GLMB, which permits our shares to be quoted on the Over-the-Counter Bulletin Board (“OTC Bulletin Board”). However, our stock has yet to be actively traded since approval of our quotation on the over-the-counter bulletin board by Financial Industry Regulatory Authority (“FINRA”) on April 15, 2009. Consequently, there can be no assurances as to whether:


 

•  

any market for our shares will develop;

 

•  

the prices at which our common stock will trade; or

 

•  

the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.


In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these risk factors, investor perception of us and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.


If we complete a financing through the sale of additional shares of our common stock in the future, then our shareholders will experience dilution.


The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.


Volatility in the market for our common stock may affect the ability of shareholders to sell their shares


Volatility in the market for our common stock may affect the ability of shareholders to sell their shares in the event the shares are registered or become saleable under Rule 144. The market for our stock is limited and our stock price may be volatile. In the event the shares are registered with the Securities and Exchange Commission pursuant to the 1933 Act, or they becomes saleable under Rule 144 of the 1933 Act, such volatility in the market price and tradability of our stock may cause our stockholders difficulty in selling their shares in the marketplace.


Your ownership could be diluted by future issuance of our stock, options, warrants or other securities.


Your ownership in Global MobileTech may be diluted by future issuance of capital stock or the exercise of outstanding or to be issued options, warrants or convertible notes to purchase capital stock.  In particular, we may sell securities in the future in order to finance operations, expansions or particular projects or expenditures.


The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.


When the trading price of a security is below $5.00 per share as is the case with our common stock, the open-market trading of the security is subject to the “penny stock” rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000



30






or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.


The market for “Penny Stock” has experienced numerous fraud and abuses, which could adversely impact investors in our stock.


We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


 

•  

control of the market for the security by one or a few broker-dealers that are often related to the promoter

or issuer;

 

•  

manipulation of prices through prearranged matching of purchases and sales and false and

misleading press releases;

 

•  

“boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 

•  

wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated  to  a  desired  level, along  with  the  inevitable  collapse  of  those  prices  with  consequent investor losses.


We believe that many of these abuses have occurred with respect to the promotion of low price stock companies that lacked experienced management, adequate financial resources, an adequate business plan and/or marketable and successful business or product.


We have authorized, but unissued, shares of preferred stock available for issuance, which could negatively affect the value of our common stock.


Our Articles of Incorporation had authorized 10,000,000 preferred stock at par value of $0.001 per share, of which none have been designated or issued. Our Board of Directors has the power to issue any or all of these undesignated additional shares without shareholder approval; and such shares can be issued with such rights, preferences, and limitations as may be determined by our Board of Directors. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of any holders of preferred stock that may be issued in the future. Authorized and unissued preferred stock could delay, discourage, hinder or preclude an unsolicited acquisition of us, could make it less likely that shareholders receive a premium for their shares as a result of any such attempt, and could adversely affect the market prices of, and the voting and other rights, of the holders of outstanding shares of common stock.


If an active trading market for our stock is developed, future sales of shares under Rule 144 could negatively affect the market price of our common stock.


Certain of the outstanding shares of our common stock are “restricted securities” under Rule 144 of the Securities Act, and (except for shares purchased by our “affiliates” as such term is defined in Rule 144) would be eligible for sale as the applicable holding periods expire. Rule 144 provides, in essence, that a person holding restricted securities for six months from the date the securities were purchased from the issuer, or an affiliate of the issuer, and fully paid, may sell limited quantities of the securities to the public without registration, provided there shall be certain public information with respect to the issuer. Pursuant to Rule 144, securities held by non-affiliates for more than one year may generally be sold without reference to the current public information or broker transaction requirements, or the volume limitations. The sale of some or all of the currently restricted shares of common stock could have a material negative impact upon the market price of the shares if a market for the share should develop in the future.



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ITEM 1B.  UNRESOLVED STAFF COMMENTS


None

 

ITEM 2.   PROPERTIES


Our principal executive offices are located at A-1-5 Block A Jaya One, 72A Jalan Universiti, 46200 Petaling Jaya, Selangor, Malaysia. This office space is leased from an unaffiliated party at $3,241 per month. This lease expires on July 31, 2014.


We maintain our corporate office at 1312 North Monroe, Suite 750, Spokane WA 99201. This office space is leased from an unaffiliated party at $50 per month on a month-to-month lease.


We believe that our existing facilities are adequate for our current requirements and that suitable additional space will be available as needed to accommodate future expansion of our operations.

 

ITEM 3.   LEGAL PROCEEDINGS


We are not a party to any pending or, to our knowledge, threatened legal proceedings.

 

ITEM 4.   (REMOVED AND RESERVED)



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PART II


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


Our common stock is quoted on the OTC Bulletin Board under the symbol “GLMB.” Since its quotation on OTC Bulletin Board on April 15, 2009, there has been limited and sporadic trading of our common stock and consequently there are no historical share prices to report.  Any future quotations on the OTC Bulletin Board would reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions


Our transfer agent is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.


As of October 11, 2011, 4,706,251 shares of our common stock were issued and outstanding. There were 70 holders of record of our common stock. On October 11, 2011, the closing trade price for our common stock was $0.51 per share.  


Dividends


We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.


Equity Compensation Plan Information


The following table sets forth certain information about the common stock available for issuance under our compensation plan of June 30, 2011.


 

 

(a)

 

(b)

 

(c)

 

Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights.

 

Weighted-average exercise price of outstanding options, warrants, and rights

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

 

Equity compensation plan approved by security  holders (1)

 

 

170,000

 

$

1.4999

 

 

830,000

 

Equity compensation plans not approved by security holders

 

 

-

 

$

-

 

 

 

 

Total

 

 

170,000

 

$

1.4999

 

 

830,000

 

 

 

(1)

On December 10, 2007, the shareholders of Trevenex Resources, Inc. our predecessor company, adopted the 2007 Non-Qualified Stock Option and Stock Appreciation Rights Plan with 1,000,000 shares of common stock reserved for issuance under the Plan under which the Board of Directors may grant incentive or non-statutory stock options to officers, directors, employees, consultants and advisors of the company. The 2007 Plan was filed as an exhibit to our Registration Statement on Form S-1 on July 16, 2008.




33






Recent Sales of Unregistered Securities; Use of Proceeds from Unregistered Securities


All securities that we have sold or issued during the past three years, but were not registered under the Securities Act of 1933, as amended, have been reported in our previously filed quarterly reports on Form 10-Q and previously filed current reports on Form 8-K.  The following is a summary of the sales and issuances of unregistered securities by GMT during the fourth fiscal quarter of 2011.


On April 20, 2011, Info-Accent and Powernique Technology Sdn Bhd, a Malaysian corporation, entered into a Purchase Agreement to purchase two units of Multimode Pyrolysis Reactor c/w Gasifier for a total consideration of approximately $662,000. On April 20, 2011, GMT issued 165,000 unregistered shares of common stock at $1.00 per share as part payment of the purchase consideration.



ITEM 6.  SELECTED FINANCIAL DATA


Not Applicable.



ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview


The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes to those statements included elsewhere in this Annual Report. In addition to the historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this Annual Report.


Our company, Global MobileTech, was organized under the laws of the State of Nevada on December 10, 2007, under our former name, Trevenex Resources, Inc.


We commenced our mobile VoIP communications and mobile advertising business in April 2010 when we entered into an exclusive Marketing, Distribution and License Agreement with VyseTech Asia Sdn Bhd (“VTA”) and acquisition of ongoing mobile VoIP and mobile advertising related contracts by our Malaysian subsidiary, Info-Accent Sdn Bhd.  In July 2010, we expanded our operations into the renewable energy business. Our business is currently organized under two operating segments as described below.


(i)  Mobile VoIP Communications and Mobile Advertising


We provide a proprietary platform which enables our customers to sell advertisement banners on the mobile phones of persons who have registered with them. Mobile phone users are incentivized to consent to receiving advertisement banners by a rewards program that allows mobile phone users to earn rewards points to make long distance and international calls and to send multimedia messages from their mobile phones. Our customers, which we call channel partners and private label partners, are marketers/advertisers who we have select and train and to whom we grant an exclusive territory in which they will operate. Our customers pay us a fee to utilize our proprietary platform within their exclusive territory. We provide our customers with access to mobile advertising content via our proprietary platform, as well as multimedia content production services which our customers utilize to sell services to advertisers and advertising agencies and to disseminate to registered mobile phone users via the rewards program. We utilize some of that fee revenue to purchase VoIP call capacity from VTA, which we provide to our customers (the private label partners) to make available to registered mobile phone users.  


Our mobile VoIP communications and mobile advertising solutions are powered by our Ad Server which comprises the proprietary software driven Mobile VoIP Gateway (MVG) and the Mobile Multimedia Sharing Gateway (MMSG) that we have acquired from VTA.



34






We intend to leverage on the exponential growth of mobile phone ownership and usage; and the proliferation of mobile social networks in Asia to further enhance our mobile VoIP communications and mobile advertising business in the region.


(ii)  Renewable Energy


During July 2010, we expanded our operations into the renewable energy business to include (i) the provision of consultancy services for the design and integration of solar PV-wind hybrid power generation applications (ii) the production of syngas, bio-oil and biochar using biomass such as wood residues, and oil palm stems and fronds as feedstock; and (iii) the establishment and operation of a syngas-to-electricity generation plants. Our entry into the renewable energy business was intended to develop additional recurring revenue streams to complement our mobile VoIP communications and mobile advertising business segment.


We help our customers to conceptualize, design and integrate solar PV-wind systems to obtain structure design efficiency, energy efficiency, indoor environment quality enhancement, operation and maintenance optimization and the most important is waste reduction. The solar PV-wind systems that we design and build are based on the methodology for the optimal sizing of a solar PV-wind hybrid power generation system developed by our Chairman, Mohd. Aris Bernawi. The services we render include site assessment, site verification, power system modeling and analysis, engineering design, project management, progress inspection, installation and integration of the power generation system with solar PV to operate as a hybrid power generation system.


Applications that we have developed for the solar PV-wind hybrid power generation system include


·

Rural and remote island electrification

·

Powering remote radio base stations

  ·

Potable water production; and

·

Potable water production and organic vegetable cultivation


We do not manufacture any of the components used for the power generation systems. The components are source from various suppliers. We typically solicit competitive proposals from various component manufacturers, evaluate the proposals and recommend to our customers’ components that meet with their system performance specifications.


We derive revenues by helping our clients to:


·

identify projects and conducts feasibility studies on the proposed projects


·

conduct site assessment, site verification and progress inspection


·

design and integrate solar PV-wind hybrid power generation system to adapt and customize our solar PV-wind hybrid power generation system to local climatic and geographical conditions


·

project management services that include cost planning, tendering, negotiating and awarding of tenders, procurement, site superintendence and contract administration


·

integrate their control system to a central data collection system that can remotely monitor the operation of the plant and provide maintenance warnings; and


·

maintain their plant by providing computer aided maintenance management systems


Significant Developments and Plan of Operation


In March 2011, we purchased two units of Multimode Pyrolysis Reactor c/w Gasifier. These self-contained units are being used to demonstrate to our potential customers in South East Asia the conversion of biomass into syngas, bio-oil and biochar.



35






On June 27, 2011, Info-Accent Sdn Bhd, a wholly owned subsidiary of GMT, entered into a Patent Purchase Agreement with Sunway Technology Development Limited to purchase the entire right, title and interest in and to the patent rights under U.S. patent # 8,005,057 entitled “Data communications between short-range enabled wireless devices over networks and proximity marketing to such devices” for a total consideration of $3.5 million.  Pursuant to the Patent Purchase Agreement, Sunway received net payment of Three Million United States Dollars (US$3,000,000) after setting off a sum of Five Hundred Thousand United States Dollars (US$500,000) previously paid by Info-Accent to VTA as a one-time license fee.  The purchase consideration of $3,000,000 was a combination of $2.0 million cash and issuance of 1,000,000 unregistered shares of our common stock at $1.00 per share.


We are at an advance discussion stage with oil palm plantation owners for the long-term supply of oil palm stems and fronds; and government owned power utility companies for the purchase of electricity that we produce.  Under the Feed-in Tariff Act enacted by the government of Malaysia on June 2, 2011, electricity is sold to power utility companies at a fixed price of RM0.31 (US$0.103) per kWh for a contracted period of 16 years.


We have completed the design and basic engineering work for the construction of our syngas/bio-oil/biochar production plant; and syngas-to-electricity generation plant.  


We need to expend approximately $15 million over the next year in costs related to the implementation of a 200 tons/day biofuel (syngas, bio-oil and biochar) production plant integrated with a 10MW syngas-to-electricity generation plant. Production of the biofuels; and generation of electricity is expected to commence during the third quarter of fiscal year 2012. We believe that our plant will be the first of its kind in South East Asia in the conversion of oil palm stems and fronds into electricity. The biofuel production and power generation plant will lay the foundation for expansion beyond 2012 by showcasing our capabilities; and attracting potential investors and joint venture partners into establishing further plants in Malaysia, Indonesia and Thailand. These three countries have an abundant supply of biomass feedstock and governments providing investment incentives to implement renewable energy projects.  


We intend to finance our expansion into the biomass-to-energy business through a combination of internally generated funds, private placement of our common stock and securing a loan under the Malaysian Green Technology Financing Scheme or GTFS. Under the GTFS scheme, the government of Malaysia will bear 2% of the total interest. In addition, the Government will provide a guarantee of 60% on the financing amount via Credit Guarantee Corporation Malaysia Berhad (CGC), with the remaining 40% financing risk to be borne by participating financial institutions/banks.  


We intend to secure the $9.0 million loan by using the power purchase contracts we have obtained from power utility companies as collateral to finance the loan. Under the Feed-in Tariff Act enacted by the government of Malaysia on June 2, 2011, electricity is sold to power utility companies at a fixed price of RM0.31 (US$0.103) per kWh for a contracted period of 16 years on an annual degression scale of 0.50%.


Concurrent with our fund raising, we are also working with a Clean Development Mechanism (“CDM”) Consultant to register our biomass renewable energy projects under the Kyoto Protocol’s CDM and to sell the resulting Emission Reductions (“ERs”) issued by the United Nations Framework Convention on Climate Change or UNFCCC. Such ERs can be traded in the European Climate Exchange (“ECX”). The ERs will help to further enhance our profitability, internal rate of return and payback period for the project.


Near-Term Goals and Strategic Objectives


Our goal is to establish Global MobileTech and our subsidiary Info-Accent as a leader in the mobile VoIP communications, mobile advertising and the renewable energy business in Asia.


Our strategic objectives are to:


i)

establish further offices in Asia as well as enter into partnerships with parties synergistic to our business


ii)

create a competitive and integrated service by rolling out a business model that combines our user rewards program with the distribution of mobile advertisements. We have the unique capability of giving our community members the option of making “free but paid for” VoIP calls from their basic mobile or their smart phones


iii)

market our solar PV-wind hybrid power generation services in Asia



36






iv)

produce and market our bio-oil, biochar and syngas in Asia; and


v)

produce and sell electricity generated from syngas to power utility companies in Asia.


Results of Operations


The following tables set forth our results of operations on a consolidated basis for the periods presented.  The period-to-period comparison of financial results is not necessarily indicative of future results.



Statement of Operations Data

 

For the Years Ended

June 30,

 

 

2011

 

2010

Revenues

 

30,674,747 

 

4,323,601 

Cost of goods sold

 

 

25,897,718 

 

 

3,644,894 

Gross profit

 

 

4,777,029 

 

 

678,707 

 

 

 

 

 

 

 

 

Operating expenses :

 

 

 

 

 

 

 

Professional fees

 

 

106,283 

 

 

90,633 

 

Rent expense - related party

 

 

 

 

2,400 

 

Depreciation and amortization

 

 

270,550 

 

 

49,580 

 

Sales and marketing

 

 

812,435 

 

 

188,048 

 

General and administration - other

 

 

1,509,413 

 

 

241,622 

Total operating expenses

 

 

2,698,681 

 

 

572,283 

 

 

 

 

 

 

 

 

Income from operations

 

 

2,078,348 

 

 

106,424 

Other income (expenses):

 

 

 

 

 

 

 

Interest expense

 

 

(577)

 

 

(869)

 

Loss on disposal of mining claims 

 

 

(21,211)

 

 

 

Gain on currency translation

 

 

11,317 

 

 

Income before taxes

 

 

2,067,877 

 

 

105,555 

 

Provision for income taxes

 

 

(580,162)

 

 

(48,919)

Net income

 

1,487,715 

 

56,636 



Comparison of Year Ended June 30, 2011 to Year Ended June 30, 2010


Revenues


For the years ended June 30, 2010 and 2011, our revenues were $4,323,601 and $30,674,747, respectively. The revenues were generated from our operations by our Malaysian subsidiary, Info-Accent. For the year ended June 30, 2011, we recorded revenues of $30,674,747 comprised of $21,463,897 from mobile VoIP and mobile advertising services and $9,210,850 from renewable energy applications. Our mobile VoIP and mobile advertising segment accounted for 70% of the total revenue with 30% generated by our renewable energy segment. Our earnings were $0.43 per share and net income before tax was $2,067,877 with $1,209,960 or 58% from mobile VoIP and mobile advertising and $860,917 or 42% from renewable energy.

 


37






The following table sets forth the revenue from our two business segments for the years ended June 30, 2011 and 2010:


 

 

 

For the Years Ended

 

 

 

June 30,

 

 

2011

 

2010

Revenue

 

 

Revenue

 

% of Revenue

 

 

Revenue

 

% of Revenue

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

21,463,897

 

70%

 

$

4,323,601

 

100%

Renewable Energy

 

 

9,210,850

 

30%

 

 

-

 

-  

 

 

$

30,674,747

 

100%

 

$

4,323,601

 

100%

 

 

 

 

 

 

 

 

 

 

 



For the year ended June 30, 2011, our total revenue was $30,674,747 of which $21,463,897 or 70% of our revenue was derived from our mobile VoIP communications and mobile advertising business segment and $9,210,850 or 30% was derived from our renewable energy business segment. For the year ended June 30, 2010, our total revenue of $4,323,601 was solely derived from our mobile VoIP communications and mobile advertising business segment.



Geographic Information

 


For the Year Ended

 

 

 

June 30,

 

 

2011

 

2010

 

 

 

*Revenue

 

% of Revenue

 

 

*Revenue

 

% of Revenue

Malaysia

 

 

 

 

 

 

 

 

 

 

Mobile VoIP and Communications and Mobile Advertising

 



$



20,825,447

 



68%

 



$



2,468,388

 



57%

Renewable Energy

 

 

9,210,850

 

30%

 

 

-

 

-

 

 

 

30,036,297

 

98%

 

 

2,468,388

 

57%

Hong Kong

 

 

 

 

 

 

 

 

 

 

Mobile VoIP and Communications and Mobile Advertising

 

 



638,450

 



2%

 

 



1,855,213

 



43%

Renewable Energy

 

 

-

 

-

 

 

-

 

-

 

 

$

30,674,747

 

100%

 

$

4,323,601

 

100%


*Revenues are attributed to geographical location of our customers.                                                                                   


For the year ended June 30, 2011, the total revenue of $30,674,747 comprising of $30,036,297 or 98% was derived from services rendered to our customers in Malaysia, while $638,450 or 2% was derived from services rendered to our private label partner customer in Hong Kong. For the year ended June 30, 2010, the total revenue of $4,323,601 comprised of $2,468,388 or 57% derived from the services rendered to our private label partner customers in Malaysia with $1,855,213 or 43% derived from services rendered to our customer in Hong Kong.


For the year ended June 30, 2011, out of the $30,036,297 of our revenue generated from our customers in Malaysia, $20,825,447 or 68% was derived from mobile VoIP communications and mobile advertising business segment and $9,210,850 or 30% was derived from our renewable energy business segment. For the year ended June 30, 2010, the entire revenue of $2,468,388 generated from our customers in Malaysia was derived from our mobile VoIP communications and mobile advertising business segment.



38






Customer Concentration


Customer concentration based on revenue contribution for the years ended June 30, 2011 and 2010 were as follows:

 

 

Net Sales

 

 

for the year ended

 

 

June 30, 2011

 

June 30, 2010

Mobile VoIP Communications

 

 

 

 

And Mobile Advertising

 

 

 

 

Customer A

 

19%

 

12%

Customer B

 

16%

 

11%

Customer C

 

14%

 

13%

Customer D

 

11%

 

-

Customer E

 

10%

 

-

Customer F

 

10%

 

-

Customer G

 

-

 

43%

Customer H

 

-

 

13%

 

 

80%

 

92%

 

 

 

 

 

Renewable Energy

 

 

 

 

Customer A

 

26%

 

-

Customer B

 

25%

 

-

Customer C

 

23%

 

-

Customer D

 

26%

 

-

 

 

100%

 

-



For the year ended June 30, 2011, six customers from Malaysia accounted for 80% of the revenue from our mobile VoIP communications and mobile advertising business segment; and four customers from Malaysia accounted 100% of the revenue from our renewable energy business segment. For the year ended June 30, 2010, a customer from Hong Kong accounted for 43% of the total revenue and remaining 57% of the total revenue is attributed to our five customers from Malaysia at 13%, 13%, 12%, 11% and 8% each. If we are unable to retain our customers in Malaysia, it will have a material effect on our results of operations and financial condition. To preempt the possible loss of our customers, we have increased our marketing efforts to appoint additional channel partners and private label partners to reduce the concentration of each customer to below 10%.


Cost of Goods Sold

 

 

 

For the Years Ended

 

 

 

June 30,

 

 

2011

 

2010

Cost of Goods Sold

 

 

Cost of Goods Sold

 

% of Cost of Goods Sold

 

 

Cost of Goods Sold

 

% of Cost of Goods Sold

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

18,528,325

 

72%

 

$

3,644,894

 

100%

Renewable Energy

 

 

7,369,393

 

28%

 

 

-

 

-  

 

 

$

25,897,718

 

100%

 

$

3,644,894

 

100%

 

 

 

 

 

 

 

 

 

 

 


For the year ended June 30, 2011, total cost of goods sold was $25,897,718 comprising of $18,528,325 for the mobile VoIP communications and mobile advertising business segment and $7,369,393 for our renewable energy business segment. For the year ended June 30, 2010, cost of goods sold solely from the mobile VoIP communications and mobile advertising business segment was $3,644,894. The increase in cost of goods sold is attributable to revenue generated from the sale of our mobile VoIP communications and mobile advertising solutions and our renewable energy contracts.



39






Vendor Concentration


 

 

Net Purchases

 

 

for the year ended

 

 

June 30, 2011

 

June 30, 2010

Mobile VoIP Communications

 

 

 

 

And Mobile Advertising

 

 

 

 

Vendor A

 

25%

 

-

Vendor B

 

23%

 

-

Vendor C

 

18%

 

12%

Vendor D

 

15%

 

12%

Vendor E

 

11%

 

12%

Vendor F

 

-

 

41%

Vendor G

 

 -

 

14%

 

 

92%

 

91%

 

 

 

 

 

 

 

 

 

 

Renewable Energy

 

 

 

 

Vendor A

 

51%

 

                   -   

Vendor B

 

49%

 

                   -   

 

 

100%

 

                   -   


For the year ended June 30, 2011, five vendors accounted for 92% of the cost of sales from our mobile VoIP communications and mobile advertising business segment; and two vendors accounted for 100% of the cost of sales from our renewable energy business segment. Five vendors accounted for 91% of cost of sales from our mobile VoIP communications and mobile advertising business segment for the year ended June 30, 2010. If we are unable to retain at least two of the other vendors, it will impinge on our ability to deliver a smooth and efficient service to our customers. It will also damage our reputation and have an adverse effect on the quality of services we render. To reduce our dependency on a single vendor to provide the services that we require, we have taken proactive steps to engage the services of new vendors who meet our quality of service and pricing criteria.  


We outsource our mobile advertising work to our five vendors to: (i) accelerate the commercial rollout of our business in a scalable manner, (ii) minimize our up-front investment and financial risks, (iii) enable us to offer products and services to our customers that we believe are best-in-class; and (iv) allow us to focus on our core competency in the development of mobile VoIP communications and mobile advertising applications. We have adopted a similar model in rolling out our solar PV-wind hybrid power generation business. All our vendors are located in Malaysia.


Gross Profit


For the year ended June 30, 2011, our total gross profit was $4,777,029 and our gross margin as a percentage of revenue was 16%. Out of the total gross profit of $4,777,029, $2,935,572 or 61% was from our mobile VoIP communications and mobile advertising business segment and $1,841,457 or 39% from our renewable energy business segment.


For the year ended June 30, 2010, our gross profit from our mobile VoIP communications and mobile advertising solutions was $678,707. Our gross margin as a percentage of revenue was 16%.


Operating expenses


Our total operating expenses for the year ended June 30, 2011 were $2,698,681 compared to $572,283 for the year ended June 30, 2010. The increase of $2,126,398 was attributable primarily to increase in general and administration expenses of $1,488,761, sales and marketing expenses of $624,387 and professional fees of $15,650.


For the year ended June 30, 2011, general and administrative expenses were $1,509,413 compared to $241,622 for the year ended June 30, 2010. The increase was primarily attributable to development cost of $874,676, stock-based compensation of $275,367 and administration and clerical costs of $116,671.

 


40






Professional fees for June 30, 2011 were $106,283 compared to $90,633 for June 30, 2010. The increase of $15,650 was primarily attributable to an increase in professional fees.


For the year ended June 30, 2011, we incurred sales and marketing expenses of $812,435 compared to $188,048 for the year ended June 30, 2010, an increased of $624,387. We incurred sales and marketing expenses relating to the promotion and marketing of Info-Accent's mobile VoIP communications and mobile advertising services; and the renewable energy services in Asia.


Provision for Income Taxes


For the year ended June 30, 2011, we recorded a deferred income tax provision of $576,736 and a provision of income tax of $3,426. For the year ended June 30, 2010, we recorded a deferred income tax provision of $48,919. In 2011 and 2010, we did not record any tax benefit for the losses incurred in the U.S. by effecting a 100% valuation allowance on the potential benefit as per ASC topic 740. We will record the tax benefits of U.S. losses once our U.S. operations have realized consistent profitability.


Net Income


For the year ended June 30, 2011, net income was $1,487,715 compared to a net income of $56,636 for the year ended June 30, 2010.


Assets


Our total assets for the year ended June 30, 2011 were $8,498,975 compared to $4,521,694 for the year ended June 30, 2010. The increase of $3,977,281 was primarily attributed to our purchases of an U.S. patent # 8,005,057 of $3.5 million, and property, plant and equipment of $2,425,200.


Liabilities


Our total liabilities for the year ended June 30, 2011 were $5,343,820 compared to $4,333,218 for the year ended June 30, 2010, an increase of $1,010,602. This increase was mainly attributed to an increase in accounts payable of $459,872 and amount of $1,082,861 due and payable to Sunway Technology Development Limited for the purchase of patent # 8,005,057 entitled “Data communications between short-range enabled wireless devices over networks and proximity marketing to such devices.”


Liquidity and Capital Resources


For the year ended June 30, 2011, our principal sources of liquidity included cash and cash equivalents of $17,681 compared to $18,416 at June 30, 2010. In addition, as of at June 30, 2011 and 2010, accounts receivable, net of allowances were $963,557 and $3,066,296, respectively. As of June 30, 2011 and 2010, we had a working capital deficit of $2,368,680 and $1,199,615, respectively. The change in working capital was primarily the result of our acquisition of the U.S. patent totaling $3.5million, and purchase property, plant and equipment totaling $2,425,200. The acquisition of these assets offset the increase in cash and accounts receivable.


For the year ended June 30, 2011, we generated $3,449,193 of cash from operations which was derived from a net profit of $1,487,715, increased by adjustments for depreciation, amortization and other adjustments of $1,132,537 and increased by changes in operating assets and liabilities of $828,941.

 

Investment activities consumed cash in the amount of $3,755,832 consisting of capital expenditures for purchase of patent, property plant and equipment. For the year ended June 30, 2010, investment activities consumed cash in the amount of $453,553 consisting of capital expenditures for property, plant and equipment. 

 

Financing activities provided net cash in the amount of $203,938. During the year ended June 30, 2011, we repaid the promissory notes of $500 and $17,500, that we issued to Marycliff Investment Corp. and Peter Swan Investment-Management Ltd., respectively. In addition, $203,224 was raised from a private placement of our common stock and $18,714 represents amount owing to Mohd. Aris Bernawi and Valerie Looi.


We need to expend approximately $15 million over the next year in costs related to the implementation of a 200 tons/day biofuel (syngas, bio-oil and biochar) production plant integrated with a 10MW syngas-to-electricity



41






generation plant. Production of the syngas, bio-oil and biochar; and generation of electricity is expected to commence during the third quarter of fiscal 2012. The biofuel production and power generation plant will lay the foundation for expansion beyond 2012 by showcasing our capabilities; and attracting potential investors and joint venture partners into establishing further plants in Malaysia, Indonesia and Thailand. These three countries have an abundant supply of biomass feedstock and governments providing investment incentives to implement renewable energy projects.  


We intend to finance our expansion through a combination of:


1)  internally generated funds

$  1,500,000


2)  private placement of our common stock

    4,500,000


3)  securing a loan under the Green Technology Financing

Scheme (“GTFS”) promoted by the government of Malaysia

    9,000,000

----------------

$15,000,000

==========


Under the GTFS scheme, the government of Malaysia will bear 2% of the total interest. In addition, the Malaysian government will provide a guarantee of 60% on the financing amount via Credit Guarantee Corporation Malaysia Berhad (“CGC”), with the remaining 40% financing risk to be borne by participating financial institutions/banks. We intend to secure the $9.0 million loan by using the power purchase contracts with power utility companies that we have secured at a preferred rate of RM0.31 (approximately $0.103) per kWh for a contracted period of 16 years as collateral to finance the loan. There is, however, no assurance that any financing will be available or if available, on terms that will be acceptable to us.


The $15.0 million will be utilized as follows:


1)   Purchase of capital equipment

$ 12,500,000


2)   Site preparation and construction  of a 200 tons/day

       plant for production of syngas, bio-oil and biochar

     1,000,000


3)   Working capital

     1,500,000

-----------------

$ 15,000,000

===========


If we are unable to raise $13.5 million comprising of $4.5 million from the sale of our common stock and a green technology loan of $9.0 million from the government of Malaysia, we will (i) construct a scaled down integrated syngas/bio-oil/biochar and syngas-to-electricity power plant; or  (ii) delay our expansion into the production of syngas, bio-oil and biochar; and generation of electricity; or (iii) seek joint venture partners and continue with our efforts to raise funds from investors through debt and equity financing. Any delay in expanding our renewable energy business will not have any material effect on our financial results for fiscal 2012.


Critical Accounting Policies and Estimates


This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We have disclosed all significant accounting policies in Note 1 to the financial statements included in this Form 10-K. Our critical accounting policies are:


Currency Conversion


The business of our mobile VoIP communications and mobile advertising and renewable energy business is



42






generally conducted in Malaysia. The financial statements of the Company are translated from Ringgit Malaysia into U.S. Dollars in accordance with Accounting Standards Codification topic 830-30, “Foreign Currency Matters – Translation of Financial Statements”. Accordingly, all assets and liabilities are translated at the exchange rates prevailing at the balance sheet dates and all income and expenditure items are translated at the average rates for each of the periods presented.


Revenue Recognition


The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company and its subsidiaries apply the revenue recognition principles set forth under SEC Staff Accounting Bulletin 104 (“SAB 104”) and the Company and its subsidiaries considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


Use of estimates


The preparation of financial statements in conformity with accounting principles generally accepted 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.


Accounting for Share-Based Compensation


We use various forms of equity compensation, including stock options and nonvested stock awards, as a major part of our compensation programs to retain and provide incentives to our top management team members and other employees. In the past, we have also issued cash-settled SARs to employees. We account for equity compensation in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” Revisions to any of our estimates or methodologies could have a material impact on our financial statements.

 

 

 

Fair value of option grants is estimated on the date of grant using the Black-Scholes option-pricing model, which uses weighted average assumptions. Expected volatilities are based on historical volatility of our Common Stock and other factors. We use historical data to estimate option exercise and employee termination behavior within the valuation model. We separate groups of employees that have similar historical exercise behavior and consider them separately for valuation purposes. The expected terms of options are derived from historical exercise behavior and represent the periods of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of an option is based on U.S. treasuries with constant maturities in effect at the time of grant.

 

 

 

Nonvested stock awards (i.e. restricted stock) granted to non-employee members of our Board of Directors and executive officers are accounted for using the fair value method. Fair value for nonvested stock awards is based upon the closing price of our Common Stock on the date of grant.

 

 

 

Cash-settled SARs awarded in share-based payment transactions are classified as liability awards; accordingly, we record these awards as a component of Other current liabilities on our Consolidated Balance Sheets. The fair value of each SAR is estimated using the Black-Scholes option-pricing model, which uses weighted average assumptions. Expected volatilities are based on the historical volatility of our Common Stock, as well as other factors. For liability awards, the fair value of the award, which determines the measurement of the liability on our Consolidated Balance Sheet, is remeasured at each reporting period until the award is settled. Fluctuations in the fair value of the liability award are recorded as increases or decreases in compensation cost, either immediately or over the remaining service period, depending on the vested status of the award. We use historical data to estimate employee termination within the valuation model; employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of cash-settled SARs has been determined using the simplified method in accordance with ASC 718-10-S99.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Applicable.



43






ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



GLOBAL MOBILETECH, INC.

(FORMERLY TREVENEX RESOURCES, INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011  AND  2010

 

PAGE

Report of Independent Registered Public Accounting Firm

45

 

 

Financial Statements

 

Consolidated Balance Sheets as of June 30, 2011 and 2010

46

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2011 and 2010

47

Consolidated Statement of Stockholders’ Equity for the Years Ended June 30, 2011 and 2010

48

Consolidated Statements of Cash Flows for the Years Ended June 30, 2011 and 2010

49

Notes To Consolidated Financial Statements

50-71




44







 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Global Mobile Tech, Inc.

 

We have audited the accompanying balance sheets of Global Mobile Tech, Inc. as of June 30, 2011 and June 30, 2010, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2011 and June 30, 2010. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Mobile Tech, Inc. as of June 30, 2011 and June 30, 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2011 and June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

 

 

/s/Lake & Associates CPA’s LLC

Lake & Associates CPA’s LLC

Schaumburg, IL

October 10, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1905 Wright Boulevard

Schaumburg, IL 6019

Phone: 847.524.0800

Fax: 847.524.1655



 


45







GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2011 AND 2010

 

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

 

 

2011

 

2010

 

ASSETS

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

17,681

 

$

18,416

 

 

Accounts receivable, net

 

 

 

2,319,265

 

3,066,296

 

 

 

   Total Current Assets

 

 

 

2,336,946

 

3,084,712

 

Property, Plant and Equipment:

 

 

 

 

 

 

 

 

Property, plant and equipment, at cost

 

 

2,910,781

 

453,553

 

 

(Less): Accumulated depreciation and amortization

252,596

 

22,678

 

 

 

Property, Plant and Equipment, net

 

 

2,658,185

 

430,875

 

Other Assets:

 

 

 

 

 

 

 

 

 

Mineral properties - Available for sale

 

 

-

 

40,000

 

 

Patent (net of accumulated amortization of $65,841)

 

3,460,594

 

-

 

 

License Agreement (net of accumulated amortization of $26,883)

-

 

965,107

 

 

Methodology & Technology Assignment (net of accumulated

 

 

 

 

 

        amortization of $8,650 in 2011 and $0 in 2010)

43,250

 

-

 

 

Deposit

 

 

 

 

 

-

 

1,000

 

 

 

Total Other Assets

 

 

 

3,503,844

 

1,006,107

 

Total Assets

 

 

 

 

 

$

8,498,975

 

$

4,521,694

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

$

3,509,293

 

$

3,049,421

 

 

Accrued liabilities

 

 

 

 

85,602

 

219,377

 

 

Federal and other taxes on income

 

 

 

3,480

 

-

 

 

Patent payable

 

 

 

 

1,082,861

 

-

 

 

License agreement payable

 

 

 

-

 

991,990

 

 

Due to related party

 

 

 

 

24,390

 

5,539

 

 

Notes payable

 

 

 

 

-

 

18,000

 

 

 

   Total Current Liabilities

 

 

 

4,705,626

 

4,284,327

 

Non-Current Liabilities:

 

 

 

 

 

 

 

 

 

Non-current deferred income taxes

 

 

 

638,194

 

48,891

 

 

 

Total Non-Current Liabilities

 

 

 

638,194

 

48,891

 

Total Liabilities

 

 

 

 

5,343,820

 

4,333,218

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Preferred stock,  par value $0.001 per share; 10,000,000 shares authorized;

 

 

 

 

      no shares issued or outstanding in 2011 and 2010, respectively

 

 

 

 

Common stock, par value $0.001 per share; 100,000,000 shares authorized;

 

 

 

 

      3,652,816  and 1,895,270 shares issued and outstanding in 2011 and

 

 

 

 

      2010, respectively

3,653

 

1,896 

 

 

Additional paid-in capital

 

 

 

1,672,805

 

275,331 

 

 

Accumulated other comprehensive income (loss)

 

 

77,598

 

(2,135)

 

 

Accumulated income (deficit)

 

 

 

1,401,099

 

(86,616)

 

 

 

   Total Stockholders' Equity

 

 

 

3,155,155

 

188,476 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

 

$

8,498,975

 

$

4,521,694 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to financial statements are an integral part of these statements.



46







GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

2011

 

June 30,

2010

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

$

30,674,747 

 

$

4,323,601 

 

 

 

 

 

 

 

 

 

 

 

(Less) : Cost of Goods Sold

 

 

 

25,897,718 

 

3,644,894 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

4,777,029 

 

678,707 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Professional fees

 

 

 

 

106,283 

 

90,633 

 

Rent expense - related party

 

 

 

 

2,400 

 

Depreciation and amortization

 

 

 

270,550 

 

49,580 

 

Sales and marketing

 

 

 

812,435 

 

188,048 

 

General and administrative - Other

 

 

1,509,413 

 

241,622 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

 

2,698,681 

 

572,283 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations

 

 

 

 

2,078,348 

 

106,424 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

Gain on currency translation

 

 

 

11,317 

 

 

Interest expense

 

 

 

 

(577)

 

(869)

 

Loss on disposal of mining claims

 

 

(21,211)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

(10,471)

 

(869)

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

 

 

2,067,877 

 

105,555 

 

 

 

 

 

 

 

 

 

 

 

(Less) : Provision for income taxes:

 

 

 

 

 

 

 

Current

 

 

 

 

 

3,426 

 

 

Deferred

 

 

 

 

 

576,736 

 

48,919 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

$

1,487,715 

 

$

56,636 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

79,733 

 

(2,135)

 

 

 

 

 

 

 

 

 

 

 

Total Comprehensive Income

 

 

 

$

1,567,448 

 

$

54,501 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share:

 

 

 

 

 

 

 

Basic

 

 

 

 

 

$

0.46 

 

$

0.03 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

$

0.43 

 

$

0.03 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares

 

 

 

 

 

 

Basic

 

 

 

 

 

3,260,639 

 

1,771,492 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

3,431,876 

 

1,771,492 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to financial statements are an integral part of these statements.



47







 

GLOBAL  MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS TREVENEX RESOURCES, INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Other

 

 

 

 

 

 

 

 

Preferred Stock

 

Common stock

 

Paid-in

 

Comprehensive

 

Accumulated

 

 

Description

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

(Loss)

 

(Deficit)

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - June 30, 2009

 

 

 

-

 

$

-

 

1,700,000

 

$

1,700

 

$

168,600

 

$

 

$

(143,252)

 

$

27,048 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

-

 

$

-

 

165,270

 

$

166

 

$

99,261

 

$

 

$

 

$

99,427 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for management consulting services

 

-

 

$

-

 

30,000

 

$

30

 

$

7,470

 

$

 

$

 

$

7,500 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

-

 

$

-

 

-

 

$

-

 

$

-

 

$

(2,135)

 

$

 

$

(2,135)

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

-

 

$

-

 

-

 

$

-

 

$

-

 

$

 

$

56,636 

 

$

56,636 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance -June 30, 2010

 

 

 

-

 

$

-

 

1,895,270

 

$

1,896

 

$

275,331

 

$

(2,135)

 

$

(86,616)

 

$

188,476 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

-

 

$

-

 

205,224

 

$

205

 

$

205,019

 

$

 

$

 

$

205,224 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for acquisition of fixed assets

 

 

-

 

$

-

 

460,000

 

$

460

 

$

371,040

 

$

 

$

 

$

371,500 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued as payment for acquisition of License Agreement

 

-

 

$

-

 

769,000

 

$

769

 

$

499,081

 

$

 

$

 

$

499,850 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued as payment for acquisition of  methodology & technology assignment

 

-

 

$

-

 

50,000

 

$

50

 

$

49,950

 

$

 

$

 

$

50,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued as compensation to directors and officers

 

-

 

$

-

 

270,000

 

$

270

 

$

269,730

 

$

 

$

 

$

270,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for conversion of short term payable

 

-

 

$

-

 

3,322

 

$

3

 

$

2,654

 

$

 

$

 

$

2,657 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

-

 

$

-

 

-

 

$

-

 

$

-

 

$

79,733 

 

$

 

$

79,733 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

-

 

$

-

 

-

 

$

-

 

$

-

 

$

 

$

1,487,715 

 

$

1,487,715 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance -June 30, 2011

 

 

 

-

 

$

-

 

3,652,816

 

$

3,653

 

$

1,672,805

 

$

77,598 

 

$

1,401,099 

 

$

3,155,155 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 


48






 

GLOBAL  MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30 2011 AND 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

 

 

 

$

1,487,715 

 

$

56,636 

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

  provided by operating activities:

 

 

 

 

 

 

 

Deferred income taxes

 

 

 

585,850 

 

48,891 

 

Income taxes

 

 

 

 

3,480 

 

 

Depreciation and amortization

 

 

 

270,550 

 

49,561 

 

Common stock issued for services

 

 

272,657 

 

7,500 

 

Changes in assets and liabilities-

 

 

 

 

 

 

 

 

Deposit

 

 

 

 

1,000 

 

(1,000)

 

 

Accounts receivable - Trade

 

 

963,557 

 

(3,066,296)

 

 

Accounts payable - Trade

 

 

 

246,225 

 

3,041,809 

 

 

Accrued liabilities

 

 

 

(381,841)

 

213,977 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Operating Activities

 

 

3,449,193 

 

351,078 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(1,992,074)

 

(453,553)

 

Purchases of patent

 

 

 

 

(1,763,758)

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

 

(3,755,832)

 

(453,553)

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from loan from related party

 

 

18,714 

 

5,539 

 

(Repayment to) Proceeds from  of notes payable

 

(18,000)

 

18,000 

 

Proceeds from the issuance of common stock

 

 

203,224 

 

99,427 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

203,938 

 

122,966 

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes

 

 

 

101,966 

 

(2,135)

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

 

 

(735)

 

18,356 

 

 

 

 

 

 

 

 

 

 

Cash - Beginning of Period

 

 

 

18,416 

 

60 

 

 

 

 

 

 

 

 

 

 

Cash - End of Period

 

 

 

 

$

17,681 

 

$

18,416 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

Interest paid

 

 

 

 

$

 

$

 

 

Income taxes paid

 

 

 

$

 

$

 

 

 

 

 

 

 

 

 

 

(Continued below)



49





 

(Continued from above)

 

Supplemental Information of Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

On December 26, 2007, the Company issued 200,000 shares of common stock in acquisition of three mining claims, valued at $20,000.

 

 

 

 

 

 

 

 

 

 

 

On June 12, 2009, the Company issued 14,800 shares of common stock valued at $0.25 per share in lieu of a payment of $3,700 indebted to its former President and CEO and a third party vendor.

 

 

 

 

 

 

 

 

 

 

 

On July 1, 2009, the Company issued 30,000 shares of common stock at $0.25 per share for management consulting services valued at $7,500.

 

 

 

 

 

 

 

 

 

 

 

On April 8, 2010, Info-Accent Sdn Bhd ("Info-Accent"), a wholly owned subsidiary of the Company, entered into a five-year Exclusive Marketing, Distribution and License Agreement with VTA, which required Info-Accent pay a one-time only license fee of Ringgit Malaysia ("RM") 1.6 million and an additional RM 1.6 million (approximately $491,990) within 90 days of the execution date of the agreement. On July 7, 2010, Info-Accent and VTA executed a Supplemental Agreement, whereby VTA agreed to receive 769,000 shares of the Company's common stock in lieu of a cash payment.

 

 

 

 

 

 

 

 

 

 

 

On August 10, 2010, Info-Accent and Digital Kiosk Technologies Sdn Bhd, a Malaysian corporation, entered into a Purchase Agreement to purchase a Vendor Management Inventory software for a total consideration of $206,500. On August 12, 2010, GMT issued 295,000 shares of common stock at $0.70 per share in lieu of cash payment as consideration for the software.  

 

 

 

 

 

 

 

 

 

 

 

On September 1, 2010, the Company issued 100,000 shares of common stock at $1.00 per share to Valerie Looi as compensation for her services rendered to the Company as Corporate Secretary and Director from March 25, 2010, through August 31, 2010. The Company has charged $79,620 as the compensation expense for the period from July 1, 2010, through August 31, 2010, for her services.

 

 

 

 

 

 

 

 

 

 

 

On September 1, 2010, Info-Accent entered into an Assignment Agreement with the Company’s Chairman, Mr. Mohd. Aris Bernawi whereby the Chairman assigned to the Company exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to Mr. Mohd. Aris Bernawi in lieu of a cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at  $1.00 per share, to Mr. Mohd. Aris Bernawi in connection with the above acquisition.

 

 

 

 

 

 

 

 

 

 

 

On December 7, 2010, a creditor of the Company elected to convert the debt of $539 in exchange for 674 shares of the Company’s common stock at $0.80 per share.

 

 

 

 

 

 

 

 

 

 

 

On December 7, 2010, a creditor of the Company elected to convert the debt of $2,118 in exchange for 2,648 shares of the Company’s common stock at $0.80 per share to our former director, Raymond Kuh.

 

 

 

 

 

 

 

 

 

 

 

On December 29, 2010, the Company awarded an aggregate of 170,000 shares of the Company’s common stock to its directors and officers.

 

 

 

 

 

 

 

 

 

 

 

On April 20, 2011, Info-Accent and Powernique Technology Sdn Bhd, a Malaysian corporation, entered into a Purchase Agreement to purchase two units of Multimode Pyrolysis Reactor c/w Gasifier for a total consideration of approximately $662,000. On April 20, 2011, GMT issued 165,000 shares of its common stock at $1.00 per share as part payment of the purchase consideration.

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to financial statements are an integral part of these statements.



50






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES


General Organization and Business


Global MobileTech, Inc. (“Global MobileTech”, “GMT” or the “Company”) was incorporated under the laws of the State of Nevada on December 10, 2007, GMT has focused on the provision of mobile VoIP communications and mobile advertising solutions and services since April 2010. In July 2010, we expanded into the renewable energy business to include (i) the provision of consultancy services for the design and integration of solar photovoltaic (PV)-wind hybrid power generation applications (ii) the production of synthetic gas (“syngas”), bio-oil and biochar using biomass such as wood residues, and oil palm stems and fronds as feedstock; and (iii) the establishment and operation of syngas-to-electricity generation plants. Our entry into the renewable energy business was intended to develop additional recurring revenue streams to complement our mobile VoIP communications and mobile advertising business segment.


On March 15, 2010, we entered into a five-year exclusive Marketing, Distribution, and License Agreement (the “License Agreement I”) with VyseTECH Asia Sdn Bhd or VTA, a Malaysian corporation. The License Agreement I relates to our acquisition of the exclusive marketing rights for products developed by VTA and related Voice over Internet Protocol (VoIP) services for the express purpose of selling products and related VoIP services in North America.  On March 14, 2011, GMT and VTA mutually agreed to cancel the License Agreement I for the express purpose of allowing GMT to sell the products and mobile VoIP calls and mobile advertising services in North America.  Following the cancellation of the License Agreement I, GMT decided not to pursue the mobile VoIP communications and mobile advertising business in North America. GMT will direct its efforts to the renewable energy business in the United States instead.  


On April 8, 2010, a wholly owned Malaysian subsidiary, Info-Accent Sdn Bhd or Info-Accent entered into a five-year exclusive Marketing, Distribution and License Agreement (“License Agreement II”) with VTA pursuant to which VTA agreed to grant Info-Accent exclusive marketing, distribution and licensing rights for mobile VoIP communications and mobile advertising products and services developed by VTA in the countries of Malaysia, China, Hong Kong, India, Indonesia, Thailand, Vietnam, Cambodia, Philippines, Korea and Japan.


VTA has developed and commercialized, primarily in Malaysia, patented proprietary technology for a number of applications that include mobile VoIP communications, mobile advertising and mobile multimedia sharing services. The acquisition of VTA’s license by Info-Accent on April 8, 2010, together with ongoing mobile VoIP communications and mobile advertising related contracts from VTA allowed Info-Accent to enter into the mobile VoIP communications and mobile advertising business to generate revenue immediately, without being exposed to any downside risks. On June 27, 2011, Sunway Technology Development Limited (“Sunway”), the holding company of VTA agreed with VTA to rescind the Assignment Agreement dated August 28, 2009 whereby Sunway had previously assigned all its rights, title and interest in and to the patent rights under patent # 8,005,057 to VTA.  Following the rescission, Sunway became the legal owner of the patent rights.


On June 27, 2011, Info-Accent Sdn Bhd, entered into a Patent Purchase Agreement with Sunway to purchase the entire right, title and interest in and to the patent rights under patent # 8,005,057  for a total consideration of $3.5 million. The acquisition of the patent enable us to commercialize the proprietary technology, further enhance the technology and develop new mobile applications that will allow us to license to third parties globally; and provide us with the security and the independence that we need to grow the company without being subjected to any form of control by a third party. Concurrent with the execution of the Patent Purchase Agreement, Info-Accent terminated the License Agreement II with VTA on June 27, 2011.


Formation of Trevenex Acquisitions, Inc.


On September 1, 2009, the Company formed a wholly owned subsidiary, Trevenex Acquisitions, Inc. under the laws of the State of Nevada. Trevenex Acquisitions, Inc. is currently inactive.



51






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Formation of Info-Accent Sdn Bhd


On April 7, 2010, we formed a wholly owned Malaysian subsidiary, Info-Accent Sdn Bhd or Info-Accent under the laws of Malaysia. Info-Accent is a wholly owned subsidiary of Trevenex Acquisitions, Inc. Info-Accent was established to capitalize on business opportunities and their fast growing economies in China and countries in South East Asia such as Singapore, Vietnam, Thailand, Indonesia and Malaysia.


The formation of Info-Accent was not subject to ASC 805-10-50-2 because it was not a business combination. The cost of incorporating Info-Accent was RM2,450 or US$754, which included payment to the Companies Commission of Malaysia.


Basis of presentation


The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements and with Form 10-K and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).


Principles of Consolidation


The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries Trevenex Acquisitions, Inc. and Info-Accent Sdn Bhd. All significant intercompany balances and transactions have been eliminated in consolidation.


Fiscal year end


The Company has elected June 30 as its fiscal year end date.


Cash and Cash Equivalents


For purposes of reporting within the consolidated statements of cash flows, the Company and its subsidiaries consider all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.


Mineral Property and Related Mineral Rights - Quartz Load Mining Claims


Mineral claim and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized.  The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves.  If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.


Impairment of long-lived assets


In accordance to with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. For the years ended June 30, 2010, and 2009, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.



52






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Revenue recognition


Info-Accent Sdn Bhd, a wholly owned Malaysian subsidiary, commenced operations on April 7, 2010. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company applies the revenue recognition principles set forth under SEC Staff Accounting Bulletin 104 (“SAB 104”) and considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


The Company derives its revenue from sales contracts with customers with revenues being generated upon the product or services have been rendered.


Accounts Receivable and Allowance for Doubtful Accounts


The Company recognizes an allowance for doubtful accounts to ensure that accounts receivable are not overstated due to uncollectibility. The allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company and its subsidiaries become aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If the circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of June 30, 2011 and 2010, the Company had no allowance for doubtful accounts.


Stock-based compensation


The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.


The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.


The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:


·

The Company uses historical data to estimate employee termination behavior.  The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding.

·

The expected volatility is based on a combination of the historical volatility of the comparable companies stock over the contractual life of the options.

·

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

·

The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.


 

53







GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Earnings per Common Share


Earnings/loss per common share is computed pursuant to FASB ASC Topic 260, Earnings per Share. Basic net income/loss per share is computed by dividing net earnings/loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income/loss per share is computed by dividing net earnings/loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.


The following table shows the weighted-average number of potentially outstanding dilutive shares excluded from the diluted net income per share calculation for the year ended June 30, 2011 and 2010, as they were anti-dilutive:


 

 

Weighted average number of potentially outstanding dilutive shares

 

 

 

For the Year  Ended

June 30, 2011

 

 

For the Year  Ended

June 30, 2010

 

Warrants issued from May 2010 to June 30, 2011 in connection with the Company’s  equity financing inclusive warrants to purchase 170,247 shares at $1.00 per share

 

 

123,127

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stock options issued on December 29, 2010 to directors and officers  to purchase up to an aggregate of 170,000 shares of the Company’s common stock at an exercise price of 70% of the fair market value.

 

 

80,658

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total potentially outstanding dilutive shares

 

 

203,785

 

 

 

-

 


Income Taxes


The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the consolidated financial statement classification of the assets and liabilities generating the differences.


The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.


Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.



54






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Fair Value of Financial Instruments


The Company has adopted FASB ASC Topic 825, Financial Instruments, and ASC Topic 820, Fair Value Measurements and Disclosures, which establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, it establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:


Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing  inputs other  than quoted  prices  in active  markets  included  in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.


The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and accrued interest, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at June 30, 2011 and 2010.


The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis.  Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value as of June 30, 2011 or June 30, 2010, nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended June 30, 2011 and 2010.


Estimates


The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2011 and June 30, 2010, and income and expenses for the periods then ended. Actual results could differ from those estimates made by management.


Foreign Currency Translation


The Company follows the provisions of ASC 830, “Foreign Currency Translation.”  The functional currency of our foreign subsidiary is Ringgit Malaysia (“RM”). All foreign currency assets and liabilities amounts are re-measured into U.S. dollars at end-of-period exchange rates. Foreign currency income and expense are re-measured at average exchange rates in effect during the year. Exchange gains and losses arising from foreign currency transactions are included in operations in the period in which they occur. Foreign currency translations are included in other comprehensive income class.


The reporting currency of the Company is United States Dollar ("US$"). In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, "Translation of Financial Statement", using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.



55







GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Foreign Currency Translation (Continued)


Translation of amounts from RM into US$1 has been made at the following exchange rates for the respective year:


 

2011

 

2010

Year end RM: US$1 exchange rate

     3.0376

 

3.2521

Annual average RM: US$1 exchange rate

     3.0856

 

3.2503


Property, Plant  and Equipment


Property, plant and equipment are recorded at cost. Depreciation and amortization are computed by the straight-line method over the estimated lives of the applicable assets, or term of the lease, whichever is shorter, if applicable. Expenditures for maintenance and repairs that do not improve or extend the life of the expected assets are expensed to operations, while expenditures for major upgrades to existing items are capitalized. Property, plant and equipment are depreciated and amortized over estimated useful lives ranging from 3 to 5 years.


Lease Obligations


All noncancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property, plant and equipment or over the term of the related lease, if shorter.


Other Comprehensive Income


The Company presents comprehensive income (loss) under FASB ASC 220 Comprehensive Income. ASC 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the financial statements. Accumulated other comprehensive income consisted of unrealized gains or losses resulting from the translation of financial statements from RM to US$.


For the years ended June 30, 2011 and 2010, comprehensive income/ loss for the Company consists of net income for the period and foreign currency translation adjustments and is presented in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). For the year ended June 30, 2011, the only components of comprehensive income were the net income for the period and the foreign currency translation adjustments, which was an income of $79,733. For the year ended June 30, 2010, the only components of comprehensive income were the net income for the period and the foreign currency translation adjustments, which was a loss of $2,135.



NOTE 2 – MINING CLAIMS


On December 1, 2010, the Company had transferred and assigned all of its rights, title and interest in the three patented mining claims to repay a promissory note inclusive of interest totaling $18,789 against the original cost of the patented mining claims of $40,000. As a consequence, we suffered a loss of $21,211.



56






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 3 – PROPERTY, PLANT AND EQUIPMENT


Property, plant and equipment are stated at cost less depreciation. Property, plant and equipment consists of the following at June 30, 2011 and 2010.


 

As of June 30,

 

2011

 

2010

 

 

 

 

Computer Software

$2,246,441

 

$452,016

Plant and Machinery

662,694

 

                      -   

Furniture

1,646

 

1,537

 

2,910,781

 

453,553

Less : Accumulated Depreciation

252,596

 

22,678

 

$2,658,185

 

$430,875


The depreciation and amortization expense recorded was $224,764 and $22,690 for the years ended June 30, 2011 and 2010, respectively.



NOTE 4 – NOTES PAYABLE


Notes payable as of June 30, 2011 and 2010 consisted of the following:


 

 

 

June 30,

 

 

 

2011

 

 

2010

Note payable to a non-financial entity, with interest at 7.00% per annum, with principal and interest due June 9, 2010, with an extension granted to November 30, 2010. (1)

 

 



-

 

 



17,500

 

 

 

 

 

 

 

Note payable to a non-financial entity, with interest at 6.00% per annum, with principal and interest due June 30, 2010, with an extension granted to November 30, 2010. (2)

 



$



-

 



$



500

 

 

$

-

 

$

18,000


(1) On December 1, 2010, the Company had transferred and assigned all of its rights, title and interest in the three patented mining claims to repay a promissory note inclusive of interest totaling $18,789 against the original cost of the patented mining claims of $40,000.


(2) On December 7, 2010, a creditor of the Company elected to convert the debt of $539 in exchange for 674 shares of our common stock at $0.80 per share.



NOTE 5 – STOCKHOLDERS’ EQUITY


Preferred Stock


The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which none have been designated or issued.



57






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010

 

NOTE 5 – STOCKHOLDERS’ EQUITY (Continued)


Common stock


On June 11, 2009, the Company issued 185,200 shares of common stock for cash at $0.25 per share for total proceeds of $46,300.


On June 12, 2009, the Company issued an aggregate of 14,800 shares of common stock valued at $0.25 per share in lieu of payment of $3,700 indebted to its former President and CEO and an unrelated third-party vendor.


On July 1, 2009, the Company issued 50,000 shares of common stock at $0.25 per share for (i) $5,000 in cash and (ii) $7,500 related to management consulting services, or $12,500 of consideration in the aggregate.


In May 2010, the Company issued 145,270 shares of common stock and 72,635 common stock purchase warrants pursuant to the private placement, where every two shares of the common stock purchased were entitled to a warrant to purchase one additional share of common stock at an exercise price of $1.00 per share and will expire three years from the date of subscription for cash at $0.65 per share for total proceeds of $94,426. These warrants were valued on the date of issuance using the Black-Scholes option-pricing model that generated a total fair value of $108,742. All 72,635 warrants remain outstanding as of June 30, 2011.


On July 7, 2010, Info-Accent and VyseTech Asia Sdn Bhd or VTA executed a Supplemental Agreement to the Marketing, Distribution and License Agreement whereby VTA agreed to receive 769,000 unregistered shares of common stock of GMT at $0.65 per share in lieu of a cash payment as full and final payment of the $500,000 license fee. VTA further agreed to waive its entitlement to a three-year warrant with an exercise price of $1.00 per share for every two shares issued to VTA. Info-Accent completed the transaction contemplated by the Marketing, Distribution and License Agreement on July 7, 2010.


On August 10, 2010, Info-Accent and Digital Kiosk Technologies Sdn Bhd, a Malaysian corporation, entered into a Purchase Agreement to purchase a Vendor Management Inventory software for a total consideration of $206,500. Under the terms of the Purchase Agreement, on August 12, 2010, GMT issued 295,000 shares of common stock at $0.70 per share in lieu of cash payment as consideration for the software.  


On September 1, 2010, Info-Accent entered into an Assignment Agreement with the Company’s Chairman, Mr. Mohd. Aris Bernawi whereby the Chairman assigned to the Company exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. The methodology relates to finding the optimum configuration, among a set of system components, which meets the desired system reliability requirements with the lowest value of levelized cost of energy.  Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to Mr. Mohd. Aris Bernawi in lieu of a cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at $1.00 per share, to Mr. Mohd. Aris Bernawi in connection with the acquisition.


On September 1, 2010, GMT executed a Compensation Agreement with Valerie Hoi Fah Looi. Under the terms of the agreement, GMT issued 100,000 unregistered shares of its common stock priced at $1.00 per share to Valerie Hoi Fah Looi as compensation for her services rendered to the Company as Secretary and Director between March 25, 2010 and August 31, 2010.


On September 14, 2010, GMT entered into definitive agreements relating to the private placement of $32,214 of its securities through the sale of 32,214 shares of our common stock at $1.00 per share and three-year warrants to purchase 16,107 shares of common stock at $1.00 per share to an accredited individual. There were no fees, commissions or professional fees for services payable in conjunction with the private placement. These warrants were valued on the date of issuance using the Black-Scholes option-pricing model that generated a total fair value of $24,114. All 32,214 warrants remain outstanding as of June 30, 2011.



58






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 5 – STOCKHOLDERS’ EQUITY (Continued)


Common Stock (Continued)


On December 7, 2010, GMT issued 674 shares of its common stock at $0.80 per share as repayment for the short–term loan payable and interest totaling $539.


On December 7, 2010, GMT issued 2,648 shares of its common stock to the former Secretary and Treasurer of the Company at $0.80 per share as repayment for the short–term loan payable and interest totaling $2,118.


In December 2010, GMT entered into Securities Purchase Agreements with two accredited investors for the sale of 62,616 of its common stock at $1.00 per share resulting in gross proceeds to GMT of $62,616. At closing, GMT issued a three-year warrants to purchase 31,308 shares of common stock at $1.00 per share to the two non-accredited investors. The private placement, which was made under an exemption from the registration requirements of the Securities Act of 1933 in reliance of exemptions provided by Rule 505 of Regulation D. These warrants were valued on the date of issuance using the Black-Scholes option-pricing model that generated a total fair value of $46,871. All 31,308 warrants remain outstanding as of June 30, 2011.


On December 29, 2010, the Company awarded an aggregate of 170,000 shares of the Company’s common stock to its directors and officers.


In January 2011, GMT entered into Securities Purchase Agreements with two accredited investors for the sale of 86,394 of its common stock at $1.00 per share resulting in gross proceeds to GMT of $86,394. At closing, GMT issued a three-year warrants to purchase 43,197 shares of common stock at $1.00 per share to the two accredited investors. The private placement, which was made under an exemption from the registration requirements of the Securities Act of 1933 in reliance of exemptions provided by Rule 505 of Regulation D. These warrants were valued on the date of issuance using the Black-Scholes option-pricing model that generated a total fair value of $64,670. All 43,197 warrants remain outstanding as of June 30, 2011.


In February 2011, GMT entered into a Securities Purchase Agreement with an existing accredited investor for the sale of 14,000 of its common stock at $1.00 per share resulting in gross proceeds to GMT of $14,000. At closing, GMT issued a three-year warrant to purchase 7,000 shares of common stock at $1.00 per share to the existing accredited investor. The private placement, which was made under an exemption from the registration requirements of the Securities Act of 1933 in reliance of exemptions provided by Rule 505 of Regulation D. These warrants were valued on the date of issuance using the Black-Scholes option-pricing model that generated a total fair value of $10,480. All 7,000 warrants remain outstanding as of June 30, 2011.


On April 7, 2011, Mohd Aris Bernawi, the Chariman of the Company, exercised his stock option to purchase 10,000 shares of common stock at an exercise price of $0.54 per share resulting in gross proceeds to GMT of $5,400.  The exercise price was based on 70% of the fair market value at the date of exercise.


On April 20, 2011, Info-Accent and Powernique Technology Sdn Bhd, a Malaysian corporation, entered into a Purchase Agreement to purchase two units of Multimode Pyrolysis Reactor c/w Gasifier for a total consideration of approximately $662,000. On April 20, 2011, GMT issued 165,000 unregistered shares of common stock at $1.00 per share as part payment of the purchase consideration.



59






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 5 – STOCKHOLDERS’ EQUITY (Continued)


Stock Option Plan


On December 10, 2007, the Company’s Board of Directors approved the adoption of the “2007 Non-Qualified Stock Option and Stock Appreciation Rights Plan” (“2007 Plan”) by unanimous consent and approved by the shareholders on the same date. The 2007 Plan continues in effect for ten years unless terminated earlier. The 2007 Plan was initiated to encourage and enable officers, directors, consultants, advisors, and other key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 1,000,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the 2007 Plan. The 2007 Plan was filed as an exhibit to our Registration Statement on Form S-1 filed on July 16, 2008.


On December 29, 2010, the Company granted its directors and officers options to purchase up to an aggregate of 170,000 shares of the Company’s common stock at an exercise price of 70% of the fair market value at the date of exercise. The options are exercisable through December 29, 2015, contingent upon continuous service by the directors and officers through specified dates. 42,500 options vested on March 31, 2011, 42,500 options vested on June 30, 2011, 42,500 options vested on September 30, 2011 and the remaining 42,500 options will vest on December 31, 2011.


On April 7, 2011, Mohd. Aris Bernawi, the Chairman of the Company, exercised his option to purchase 10,000 shares of the Company common stock with an exercise price of $0.54 per share resulting in gross proceeds to the Company of $5,400.


A summary of the status of the Company’s stock options as of June 30, 2011 and 2010; and changes during 2011 and 2010 is presented below.


 

 

As of June 30,

 

 

2011

 

2010

Beginning of the year

 

-

 

-

Granted

 

170,000

 

-

Exercised

 

(10,000)

 

-

Cancelled

 

-

 

-

End of the year

 

160,000

 

-

 

 

 

 

 

Options exercisable at year end

 

75,000

 

-

Options unexercisable at year end

 

85,000

 

-


As of June 30, 2011 and 2010, there were 830,000 and 1,000,000, respectively, of stock options remaining available for issuance under the 2007 Plan.


The following table summarizes information about options outstanding at June 30, 2011 and 2010.


 

 

 

Options Outstanding

 

 

 

Number

Weighted Average

Weighted Average

 

 

 

Outstanding

Remaining Contractual Life

Exercise Price

As of June 30, 2011:

 

 

 

 

 

For directors and officers

 

160,000

0.5041

1.05

Total

 

160,000

0.5041

1.05

 

 

 

 

 

 

As of June 30, 2010:

 

 

 

 

 

For directors and officers

 

-

-

-

Total

 

-

-

-



60






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 5 – STOCKHOLDERS’ EQUITY (Continued)


Stock Option Plan (Continue)


These stock options were valued at 70% of the fair market value using the Black-Scholes option-pricing model that generated a total fair value of $168,000.


Warrants


A summary of the status of the Company’s warrants as of June 30, 2011 and 2010, and changes during 2011 and 2010 is presented below.


 

 

As of June 30,

 

 

2011

2010

Beginning of the year

 

72,635

-

Granted

 

97,612

72,635

Exercised

 

-

-

Cancelled

 

-

-

End of the year

 

170,247

72,635


During 2011, the Company entered into Securities Purchase Agreements with various accredited investors for the sale of 195,224 of its common stock at $1.00 per share resulting in gross proceeds to the Company of $195,224. At closing, the Company issued three-year warrants to purchase 97,612 shares of common stock at $1.00 per share to the accredited investors. As of June 30, 2011, all 170,247 warrants remain outstanding and were valued using Black-Scholes option-pricing model that generated a total fair value of $254,877.



NOTE 6 – INCOME TAXES


United States income tax


GMT and Trevenex Acquisitions are Nevada corporations and are subjected to United States of America tax laws.


The provision (benefit) for income taxes for the United States for the year ended June 30, 2011 and 2010 were as follows (assuming a 15 percent effective tax rate):


 

 

 

 

 

 

Years Ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2011

 

2010

Current Tax Provision:

 

 

 

 

 

 

 

Federal-

 

 

 

 

 

 

 

 

    Taxable income

 

 

 

$

 

$

 

 

 

 

 

 

 

 

 

 

       Total current tax provision

 

 

$

 

$

 

 

 

 

 

 

 

 

 

Deferred Tax Provision:

 

 

 

 

 

 

 

Federal-

 

 

 

 

 

 

 

 

    Loss carryforwards

 

 

 

$

1,146 

 

$

18,871 

 

    Change in valuation allowance

 

 

(1,146)

 

(18,871)

 

 

 

 

 

 

 

 

 

 

       Total deferred tax provision

 

 

$

 

$



61






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 6 – INCOME TAXES (Continued)


United States income tax (Continued)


The Company had deferred income tax assets as of June 30, 2011 and 2010 as follows:


 

 

 

 

 

Years ended

 

 

 

 

 

June 30,

 

 

 

 

 

2011

 

2010

Loss carryforwards

 

 

 

$

41,505 

 

$

40,359 

Less - Valuation allowance

 

 

(41,505)

 

(40,359)

 

 

 

 

 

 

 

 

     Total net deferred tax assets

 

 

$

 

$


The Company provided a valuation allowance equal to the deferred income tax assets for the year ended June 30, 2011 and 2010 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.


As of June 30, 2011 and 2010, the Company had approximately $276,697 and $269,059, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2027.


Malaysia income tax


Info-Accent is registered and operates in Malaysia and is subject to Malaysian tax laws. The statutory income tax rate is 20%. Info-Accent provided a deferred income tax liability for the year ended June 30, 2011 and 2010 due to the temporary differences from the excess of capital allowances over depreciation.


The income of the Company was derived from its activities in Malaysia. The entity in Malaysia is subject to file on an entity–by-entity basis. The provision for the income tax liability of the Malaysian subsidiary for the year ended June 30, 2011 and 2010, respectively, are as follows:


 

 

 

 

Years ended

June 30,

 

 

 

 

2011

 

2010

  Current tax expense

 

 

$                 3,426

 

$                     - 

  Deferred tax expense

 

 

625,655

 

48,919

 

 

 

 

 

 

 

    Provision for Malaysian income tax expense

 

$             629,081

 

$            48,919



NOTE 7– RELATED PARTY TRANSACTIONS


During the years ended June 30, 2011 and 2010, the Company had related party transactions with the following persons:


The Company has been provided office space and secretarial services by its former President and Chief Executive Officer at $200 per month from January 1, 2008 through June 30, 2010. The Company paid $0 and $2,400 for June 30, 2011 and 2010, respectively. We terminated the lease agreement on June 30, 2010. As of June 30, 2011, $750 was due and payable to Scott Wetzel.



62






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 7– RELATED PARTY TRANSACTIONS (Continued)


As of June 30, 2010, the Company owed the former Director, Secretary and Treasurer $2,000 for a short-term loan made to the Company for working capital purposes. The amount owed is unsecured, bears interest at 6 percent (6%) per annum, with principal and interest due September 30, 2010. On December 7, 2010, the former Director, Secretary and Treasurer of the Company elected to convert the debt of $2,118 inclusive of interest payable in exchange for 2,648 shares of the Company’s common stock at $0.80 per share.


On September 1, 2010, Info-Accent entered into an Assignment Agreement with the Company’s Chairman,  Mohd. Aris Bernawi whereby the Chairman assigned to the Company exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to the Chairman in lieu of cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at $1.00 per share, to Mohd. Aris Bernawi in connection with the acquisition.


As of June 30, 2011 and 2010, the Company owed the Chairman $15,842 and $0, respectively, for general and administration expenses paid on behalf of the Company. This amount is unsecured, bears no interest and has no fixed terms of repayment.


As of June 30, 2011 and 2010, the Company owed Valerie Hoi Fah Looi, the Secretary and Director of the Company $8,548 and $5,539, respectively, for general and administration expenses paid on behalf of the Company.   This amount is unsecured, bears no interest and has no fixed terms of repayment.



NOTE 8 - EXCLUSIVE MARKETING, DISTRIBUTION AND LICENSE AGREEMENTS


On March 15, 2010, GMT entered into a five-year exclusive Marketing, Distribution, and License Agreement (the “License Agreement I”) with VyseTech Asia Sdn Bhd or VTA, a Malaysian corporation. The License Agreement I relates to GMT acquiring the exclusive marketing rights for products developed by VTA and related VoIP services for the express purpose of selling products and related VoIP services in North America. Subject to reaching certain goals, GMT will be authorized to continue to sell VTA’s products and related VoIP products in North America on an exclusive basis for the term of the Agreement. In the event GMT does not meet certain minimum sales volumes, the License Agreement will revert to a non-exclusive agreement.  


The provisions of the License Agreement I require GMT to make a one-time only license fee payment to VTA in the amount of $500,000, within six months of the execution of the agreement. On September 14, 2010, VTA agreed to extend the payment due date to March 15, 2011. On March 14, 2011, GMT and VTA mutually agreed to cancel the License Agreement I.  

 

On April 8, 2010, Info-Accent entered into a five-year Exclusive Marketing, Distribution and License Agreement (the “License Agreement II”) with VTA pursuant to which VTA agreed to grant Info-Accent exclusive marketing, distribution and licensing rights for mobile VoIP communications and mobile advertising products and services developed by VTA in the countries of Malaysia, China, Hong Kong, India, Indonesia, Thailand, Vietnam, Cambodia, Philippines, Korea and Japan. The License Agreement II provides that Info-Accent shall pay a one-time license fee of Ringgit Malaysia (“RM”) 1.6 million (approximately $500,000) to VTA and an additional RM 1.6 million within 90 days of the execution date of the license agreement as consideration to acquire ongoing mobile VoIP communications and mobile advertising related contracts from VTA. The purchase consideration of $500,000 to acquire existing mobile VoIP communications related contracts from VTA were progressively paid in cash to VTA during the second quarter of 2010. On July 7, 2010, Info-Accent and VTA executed a Supplemental Agreement to the License Agreement II whereby VTA agreed to receive 769,000 unregistered shares of restricted common stock of Global MobileTech in lieu of cash payment as full and final payment of the $491,990 license fee. This Agreement was terminated on June 27, 2011 concurrent with the execution of the Patent Purchase Agreement between Info-Accent and Sunway Technology Development Limited, the holding company of VTA.



63






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 9 – PATENT


On June 27, 2011, Info-Accent Sdn Bhd entered into a Patent Purchase Agreement with Sunway to purchase U.S. patent # 8,005,057 for a total consideration of $3.5 million. The patent relates to a certain invention entitled “DATA COMMUNICATIONS BETWEEN SHORT-RANGE ENABLED WIRELESS DEVICES OVER NETWORKS AND PROXIMITY MARKETING TO SUCH DEVICES”. Pursuant to the Patent Purchase Agreement, Sunway will receive net payment of Three Million United States Dollars (US$3,000,000) after setting off a sum of Five Hundred Thousand United States Dollars (US$500,000) previously paid by Info-Accent to VTA as a one-time license fee. The purchase price shall be fully paid by Info-Accent within sixty (60) calendar days from the effective date of the Patent Purchase Agreement. The patent will expire on June 30, 2028. For additional information on payments to Sunway, please refer to Note 15 – Subsequent Events.


The acquisition of the patent will enable us to commercialize the proprietary technology, further enhance the technology and develop new mobile applications that will allow us to license to third parties globally; and provide us with the security and independence that we need to growth the Company without being subjected to any form of control by a third party. Concurrent with the acquisition of the patent, Info-Accent terminated the License Agreement II with VTA on June 27, 2011.



NOTE 10 – METHODOLOGY AND TECHNOLOGY ASSIGNMENT


On September 1, 2010, Info-Accent entered into an Assignment Agreement with the Company’s Chairman,  Mohd. Aris Bernawi whereby the Chairman assigned to the Company exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to the Chairman in lieu of cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at $1.00 per share, to Mohd. Aris Bernawi in connection with the acquisition.


The methodology relates to finding the optimum configuration, among a set of system components, which meets the desired system reliability requirements with the lowest value of levelized cost of energy (“LCE”). The LCE is a procedure for determining and comparing the cost of producing energy using different solar panel and wind turbine technologies. The procedure takes into account the installed system price and associated costs such as financing, land, insurance, transmission, operation and maintenance, depreciation, carbon emission and efficiency of the solar panel and wind turbine used.


Two steps are involved in the optimal sizing procedure. The first step is to design a solar PV-wind hybrid model based on available local solar and wind data. The second step is to optimize the sizing of a system according to the loss of power supply probability (“LPSP”) and the LCE concepts. The configuration: (i) which can meet the desired system reliability is obtained by changing the type and size of components that make up the system; and (ii) with the lowest LCE gives the optimal choice that places an important role in cost reduction as well as energy production.


The Company has utilized the optimal sizing procedure in the design and integration of its solar PV-wind hybrid power generation applications for:


1.   rural and remote island electrification,

2.   powering remote radio base stations,

3.   potable water production; and

4.   potable water production and organic vegetable cultivation.



64






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 11 - SIGNIFICANT CONCENTRATION AND CREDIT RISK


Customer Concentration


For year ended June 30, 2011 and 2010, three customers and six customers, respectively, accounted for the trade accounts receivables. Credit concentration in the form of accounts receivables as at June 30, 2011 and 2010 were as follows:


 

 

For the year ended

 

 

June 30,

2011

 

June 30,

2010

Customer A

 

-

 

41.7%

Customer B

 

30.0%

 

12.6%

Customer C

 

-

 

11.9%

Customer D

 

28.0%

 

11.4%

Customer E

 

34.0%

 

11.2%

Customer F

 

-

 

11.2%

 

 

92.0%

 

100.0%


Vendor Concentration


Vendor concentration for the years ended June 30, 2011 and 2010 were as follows:


 

 

For the year ended

 

 

June 30,

2011

 

June 30,

2010

Vendor A

 

25.4%

 

33.0%

Vendor B

 

-

 

16.7%

Vendor C

 

-

 

13.4%

Vendor D

 

-

 

12.5%

Vendor E

 

-

 

12.2%

Vendor F

 

19.1%

 

-

Vendor G

 

18.1%

 

-

Vendor H

 

25.6%

 

-

 

 

88.2%

 

87.8%


Four vendors and five vendors accounted for substantially all cost of goods sold during the year ended June 30, 2011 and 2010, respectively. The Company does not rely on any single vendor to provide services. It has made a strategic decision to engage the services of only a small number of vendors after taking into consideration the quality of service and competitive pricing offered. Should the need arise, the Company could utilize alternative vendors for the services required.



NOTE 12  - SEGMENT INFORMATION


The Company manages its business and aggregates its operational and financial information in accordance with two operating segments; namely (i) mobile VoIP communications and mobile advertising; and (ii) renewable energy;


Although the Company is able to track revenues by sales channel, the management, allocation of resources, and analysis and reporting of expenses is presented on a combined basis, at the reportable segment level. Contribution margin is defined as net revenue less cost of sales and total operating expenses.



65






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 12  - SEGMENT INFORMATION (Continued)


The following table sets forth the information and percentage of revenue attributable to each of the Company's operating segments.


 

 

 

For the Years Ended

 

 

 

June 30,

 

 

2011

 

2010

Revenue

 

 

Revenue

 

% of Revenue

 

 

Revenue

 

% of Revenue

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

21,463,897

 

70%

 

$

4,323,601

 

100%

Renewable Energy

 

 

9,210,850

 

30%

 

 

-

 

-  

 

 

$

30,674,747

 

100%

 

$

4,323,601

 

100%

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

Cost of Goods Sold

 

% of Cost of Goods Sold

 

 

Cost of Goods Sold

 

% of Cost of Goods Sold

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

18,528,325

 

72%

 

$

3,644,894

 

100%

Renewable Energy

 

 

7,369,393

 

28%

 

 

-

 

-  

 

 

$

25,897,718

 

100%

 

$

3,644,894

 

100%

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

Gross Profit

 

% of Gross Profit

 

 

Gross Profit

 

% of Gross Profit

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

2,935,572

 

61%

 

$

678,707

 

100%

Renewable Energy

 

 

1,841,457

 

39%

 

 

-

 

-  

 

 

$

4,777,029

 

100%

 

$

678,707

 

100%

 

 

 

 

 

 

 

 

 

 

 

Income before Tax

 

Income before Tax

 

% of Income before Tax

 

Income before Tax

 

% of Income before Tax

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

 

$

1,206,960

 

58%

 

$

56,636

 

100%

Renewable Energy

 

 

860,917

 

42%

 

 

-

 

-  

 

 

$

2,067,877

 

100%

 

$

56,636

 

100%



 

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

 

 

 

 

June 30, 2011

 

 

June 30, 2010

Segment assets

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment

 

 

 

 

 

 

 

 

 

 

 

Mobile VoIP Communications and Mobile Advertising

$

7,826,165

 

$

4,521,694

 

 

Renewable Energy

 

 

 

 

 

672,810

 

 

-

 

 

 

 

 

 

 

$

8,498,975

 

$

4,521,694



66






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 13 - QUARTERLY FINANCIAL DATA (UNAUDITED)


The summarized quarterly results of operations of the Company for the years ended June 30, 2011 and 2010 are presented below:


 

 

Year ended June 30, 2011

 

 

First

 

Second

 

Third

 

Fourth

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

8,054,126

 

$

8,183,586

 

$

8,094,496

 

$

6,342,539 

Gross profit

 

 

1,246,408

 

 

1,267,192

 

 

1,253,243

 

 

1,010,186 

Operating costs and expenses

 

 

355,203

 

 

536,845

 

 

379,405

 

 

1,427,228 

Income (Loss) before income taxes

 

 

890,858

 

 

708,906

 

 

873,838

 

 

(405,725)

Net income (loss)

 

 

734,635

 

 

460,792

 

 

738,773

 

 

(446,485)

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

         Basic

 

$

0.36

 

$

0.15

 

$

0.22

 

$

(0.13)

         Diluted

 

$

0.35

 

$

0.14

 

$

0.20

 

$

(0.12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

         Basic

 

 

2,043,537

 

 

3,144,390

 

 

3,395,514

 

 

3,512,693 

         Diluted

 

 

2,073,341

 

 

3,235,138

 

 

3,694,610

 

 

3,842,940 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended June 30, 2010

 

 

First

 

Second

 

Third

 

Fourth

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

 

$

 

$

4,323,601

Gross profit

 

 

 

 

 

 

 

 

678,707

Operating costs and expenses

 

 

25,134 

 

 

12,215 

 

 

13,167 

 

 

521,767

Income (Loss) before income taxes

 

 

(25,134)

 

 

(12,322)

 

 

(13,587)

 

 

156,598

Net income (loss)

 

 

(25,134)

 

 

(12,322)

 

 

(13,587)

 

 

107,679

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

         Basic

 

$

(0.01)

 

$

(0.01)

 

$

(0.01)

 

$

0.06

         Diluted

 

$

(0.01)

 

$

(0.01)

 

$

(0.01)

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

         Basic

 

 

1,750,000 

 

 

1,750,000 

 

 

1,750,000 

 

 

1,771,492

         Diluted

 

 

1,750,000 

 

 

1,750,000 

 

 

1,750,000 

 

 

1,771,492


(a) Total operating costs and expenses for the Company’s fourth quarter of fiscal 2011 included development

costs of $858,596 related to the patent acquisition in June 2011 (See Note 9).



67






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND JUNE 30, 2010


NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS


In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06 to amend ASC 820, “Fair Value Measurements and Disclosures” to improve disclosures about fair value measurements.  This ASU provides amendments that require new disclosures regarding transfers in and out of Levels 1 and 2 and with respect to various activities in Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of this portion of the ASU effective January 1, 2010 did not have a material impact to the Company’s consolidated financial statements. The disclosures with respect to purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010. The Company does not anticipate that the adoption of these provisions of the ASU will have a material effect on its consolidated financial statements.


In February 2010, the FASB issue ASU No. 2010-09 to amend ASC 855, “Subsequent Events” with respect to certain recognition and disclosure requirements. The amendments in this ASU are effective upon issuance. The adoption of this ASU effective the current quarter ended December 31, 2010 did not have a material impact on the Company’s consolidated financial statements.


In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.


Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:


1.  commensurate with either of the following:

(a)

The vendor's performance to achieve the milestone

(b)

The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone

2.  relate solely to past performance; and

3.  be reasonable relative to all deliverables and payment terms in the arrangement.


A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.


A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.


A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:


1.

A description of the overall arrangement.

2.

A description of each milestone and related contingent consideration.

3.

A determination of whether each milestone is considered substantive.

4.

The factors that the entity considered in determining whether the milestone or milestones are substantive; and

5.

The amount of consideration recognized during the period for the milestone or milestones.



68






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:


1.

Revenue.

2.

Income before income taxes.

3.

Net income.

4.

Earnings per share; and

5.

The effect of the change for the captions presented.


A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.


In April 2010, the FASB issued ASU No. 2010-13, "Compensation—Stock Compensation (Topic 718)." This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The provision of ASU No. 2010-13 are not expected to have a material effect on the financial position, results of operations or cash flows of the Company.


In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies”(“ASU 2010-21”), issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.


In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs”(“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.



69






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”(“ASU 2010-28”). ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.


In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations”(“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amends Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements  (ASC 820) by: (1) clarifying that the highest-and-best-use and valuation-premise concepts only apply to measuring the fair value of non-financial assets; (2) allowing a reporting entity to measure the fair value of the net asset or net liability position in a manner consistent with how market participants would price the net risk position, if certain criteria are met; (3) providing a framework for considering whether a premium or discount can be applied in a fair value measurement; (4) providing that the fair value of an instrument classified in a reporting entity’s shareholders’ equity is estimated from the perspective of a market participant that holds the identical item as an asset; and (5) expanding the qualitative and quantitative fair value disclosure requirements. The expanded disclosures include, for Level 3 items, a description of the valuation process and a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. ASU 2011-04 also requires disclosures about the highest-and-best-use of a non-financial asset when this use differs from the asset’s current use and the reasons for such a difference. In addition, this ASU amends Accounting Standards Codification 820, Fair Value Measurements, to require disclosures to include any transfers between Level 1 and Level 2 of the fair value hierarchy. These amendments are effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. The amendments of ASU 2011-04, when adopted, are not expected to have a material impact on the Company’s consolidated financial statements.


70






GLOBAL MOBILETECH, INC. AND SUBSIDIARIES

(FORMERLY TREVENEX RESOURCES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010



NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, and the second statement would include components of other comprehensive income. This ASU does not change the items that must be reported in other comprehensive income. These provisions are effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years; however, early adoption is permitted. The provisions of ASU 2011-05, when adopted, are not expected to have a material impact on the Company’s consolidated financial statements.



NOTE 15 – SUBSEQUENT EVENTS


In July 2011, GMT received $2,000 in proceeds from an existing shareholder through the exercise of 2,000 outstanding warrants with an exercise price of $1.00 per share.


On August 1, 2011, the Company entered into a new lease agreement for our principal executive office located at A-1-5 Block A Jaya One, 72A Jalan Universiti, 46200 Petaling Jaya, Selangor, Malaysia. This office space is leased from an unaffiliated party at approximately $2,793 per month. This lease will expire on July 31, 2014.


On August 3, 2011, Info-Accent and Sunway Technology Development Limited or Sunway executed a Supplemental Agreement to the Patent Purchase Agreement whereby Sunway agreed to receive 1,000,000 unregistered shares of common stock of GMT at $1.00 per share as full and final payment for the purchase of the patent.  On August 5, 2011, GMT issued 1,000,000 restricted shares of its common stock to Sunway.


In August 2011, GMT received $51,435 in proceeds from three existing shareholders through the exercise of 51,435 outstanding warrants with an exercise price of $1.00 per share.



71






ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Effective April 12, 2010, we engaged Davis Accounting Group, P.C. (which subsequently changed its name to the Etania Audit Group, P.C.), as our independent registered public accounting firm to review our interim financial statements for the period ended March 31, 2010 and audit our financial statements for our fiscal year ending June 30, 2010.  Subsequently, in January 2011, we were informed that the Davis Accounting Group, P.C. was not duly licensed when it issued an audit opinion on our financial statements included in our Form 10-K for our fiscal year ended June 30, 2010 and in this Form 10-K and, accordingly, those financial statements are not considered to be audited.


On October 26, 2010, we dismissed our independent registered public accounting firm, Etania Audit Group, P.C. (formerly Davis Accounting Group, P.C.). The report of Davis Accounting Group, P.C. on our financial statements for fiscal years ended June 30, 2010 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern. The decision to change independent registered public accounting firm was approved by our Board of Directors. During the period of our engagement of Etania Audit Group from April 12, 2010 through October 26, 2010, including the audit of our fiscal year ended June 30, 2010 and the subsequent review of our interim periods through October 26, 2010, (a) there were no disagreements with Etania Audit Group, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Etania Audit Group, P.C., would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K that we were aware of at the date of the dismissal.


Effective October 26, 2010, we engaged Lake & Associates CPA's, LLC, as our new independent registered public accounting firm to review our interim financial statements for the quarters ended September 30, 2010, December 31, 2010 and March 31, 2011; and audit our financial statements for our fiscal year ending June 30, 2011.



ITEM 9A.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer   to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.


In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this report.  Such system of controls and procedures were designed to obtain reasonable assurance of achieving their control objective. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, 2011, our disclosure controls and procedures were effective.


Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial



72






reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States;  (iii) that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.


Changes in Internal Controls over Financial Reporting


There has been no change in our internal control over financial reporting during the fiscal period ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B   OTHER INFORMATION


None.



73






PART III


ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Board of Directors and Executive Officers


The following sets forth certain information with respect to each of our directors and executive officers as of October 12, 2011.


Name

Age

Position and Office

Year Appointed

Mohd. Aris Bernawi

58

Chairman, Director

2010

Valerie Hoi Fah Looi

53

Secretary, Director

2010

Chee Hong Leong

45

Director

2010

Matthew J. Riedel

46

Director

2010

Aik Fun Chong

38

President, Chief Executive Officer

2010

Hon Kit Wong

34

Treasurer, Chief Financial Officer

2010


Set forth below is a brief description of the recent employment and business experience of our directors and officers:


Mohd. Aris Bernawi, 58, currently serves as Chairman and Director of Global MobileTech, Inc. and our wholly owned U.S. subsidiary, Trevenex Acquisitions, Inc. He has 33 years experience in shared telecommunications infrastructure (domestic and international) management, resource assignment for wired and wireless services, including the creation of computerized management and monitoring of resource assignment (spectrum and numbering). Prior to his appointment as Chairman and Director of Global MobileTech, he served as Senior Director at the Malaysian Communications and Multimedia Commission (“MCMC”) from 1999 to 2010, specializing in government communications and multimedia regulatory mediation. Aris started his career at the Ministry of Defense (Defense Research Centre) in 1974 and later joined the Telecommunications Department of Malaysia in 1977 upon completion of his first degree at Portsmouth Polytechnic, England. He was appointed Deputy Director General of the Telecommunications Department in 1994 before joining MCMC in 1999. He is a Fellow of the Institution of Engineers Malaysia (IEM), registered with Board of Engineers Malaysia (BEM), member of the Institution of Engineering and Technology (IET) and chartered engineer with Engineering Council, United Kingdom.


Valerie Hoi Fah Looi, 53, currently serves as Director and Secretary of Global MobileTech and our wholly owned U.S. subsidiary, Trevenex Acquisitions, Inc. Prior to joining our company, she held the position of Director and Secretary at Secured Digital Applications, Inc. from April 1999 to March 2009. Currently, Ms. Looi is a Director of China Mobile Media, Inc. and oversees its business development and corporate services in Asia and has served in that capacity since April 2009. Prior to her assuming her role in Secured Digital Applications, Inc. she has served as the Senior Vice President, Corporate Affairs of Secured Digital Applications (M) Sdn Bhd, a Malaysian company that was subsequently reverse merged with and into Secured Digital Applications, Inc. in 1999. She has over 20 years of experience in corporate affairs and human resource management. Ms. Looi obtained her Diploma in Management from the Malaysian Institute of Management.


Chee Hong Leong, 45, graduated with a Bachelor of Arts in Accounting from Ulster University, Northern Ireland in 1989. He has been a Fellow of the Association of Chartered Certified Accountants, United Kingdom since 1999 and a Chartered Accountant of the Malaysian Institute of Accountants since 1994. He served as the Chief Financial Officer of Secured Digital Applications, Inc. from January 2000 until his resignation in November 2005. Prior to joining Secured Digital Applications, Inc., he served as an Accountant at Industrial Concrete Products Bhd, a Malaysian public listed company, from April 1994 to December 1999. He resigned from Secured Digital Applications, Inc. in November 2005 to join a China based multinational company, ICP Jiangmen Co. Ltd., a subsidiary of IJM Corporation Berhad as General Manager. IJM Corporation Berhad, a Malaysian public listed company, is one of Malaysia’s leading construction company. Its business activities encompass construction, property development, manufacturing, quarrying, infrastructure concessions and plantations. He brings with him over 15 years of experience in financial accounting, management and working for publicly held companies.

 

Matthew J. Riedel, 46, graduated from Wichita State University in 1988 with a Bachelor of Science Degree in Business Administration. Matthew began his career within the financial services industry. From September 1988 to July 1990 he served as Customer Service Representative at Ford Motor Credit Company. In July 1990, he was



74






appointed Team Leader at Ford. With Ford, his activities included collections and auditing wholesale floor plans in the North Chicago area and assisting with the start up of a new call center in Omaha where he was a supervisor. He resigned from Ford in January 1994 and joined Prudential Insurance Company of America as a Registered Representative and marketed life, property and casualty insurance, mutual funds, annuities and other financial products until October 1994. From November 1994 to May 2002, he served as Shift Manager at Spiegel Teleservices, directing staff of up to six Team Sales Managers and 300 Customer Sales Associates at a call center. From June 2002 to June 2004, he served as Call Center Manager at MSC Industrial Direct Co., Inc., a NYSE company where he managed all day-to-day operations of the customer service and sales center. He was also responsible for the review and approval of financial disclosure agreements for each quarter in compliance with the Sarbanes-Oxley Act. He has been a Contact Center Manager with Collections Etc. since January 2006 and manages all operational aspects of the contact center handling inbound sales, service contacts as well as servicing e-commerce and social networking contacts. Prior to his current position, he served as Customer Service Manager at Collections Etc. from July 2004 to January 2006. He has been involved in many initiatives, and he brings with him over 15 years experience with cost accounting, sales, project and program management, quality assurance, training and outsourced operations.


Aik Fun Chong, 38, is currently serving as Chief Executive Officer of Global MobileTech, as well as our wholly owned Malaysian subsidiary Info-Accent and our wholly owned U.S. subsidiary Trevenex Acquisitions, Inc. and is responsible for strategic planning and day-to-day operations of our company. From March 2000 through January 2004, he served as Head of Finance & Administration Department at Pastry Pro Sdn Bhd, a manufacturing and trading company. He was responsible for the preparation of financial budgets and cost management, reviewing and improving internal control system and procedures; and preparation of financial statements and management reports. From January 2004 through March 2005, he served as Chief Accountant at Accel International Co. Ltd, a subsidiary of Kuok Group, Accel’s business activities included trading and servicing of Canon, 3M, Kodak, NEC, ICI and Noritsu products, In his capacity as Chief Accountant, he was responsible for the overall finance and accounting operations, review of existing internal control procedures and improve efficiency and effectiveness of the internal control; and preparation of financial statements and management reports. From March 2005 through August 2008, he served as Accountant at Revenue Valley Sdn Bhd that operates food and beverage outlets in Malaysia. From September 2008 to June 2009, he served as Chief Accounting Officer for a U.S. holding company with subsidiaries in Malaysia and was responsible for day-to-day accounting and treasury functions, corporate finance and operational matters. From July 2009 to February 2010, he served as Chief Executive Officer of VyseTECH Asia Sdn Bhd. He has over 13 years of financial, accounting and operational experience in local and international firms dealing in food and beverage, trading and manufacturing. Mr. Chong holds a Bachelor of Commerce (Accounting) from University of Southern Queensland, Australia. He is a Chartered Accountant of the Malaysian Institute of Accountants and a Certified Practicing Accountant of CPA Australia.  


Hon Kit Wong, 34, is currently serving as the Chief Financial Officer of Global MobileTech, as well as our wholly owned Malaysian subsidiary Info-Accent and our wholly owned U.S. subsidiary Trevenex Acquisitions, Inc.  In his current position, he is responsible for the financial and accounting functions of our company. From October 2000 to December 2006, he served various positions at Minply Sdn Bhd, a wholly owned subsidiary of Minply Holdings (M) Bhd.  Minply Holdings (M) Berhad is listed in the Kuala Lumpur Stock Exchange (KLSE). He was promoted to Assistant Finance Manager in January 2002 and Assistant Branch Manager in March 2004. From January 2007 to February 2010, he served as a Finance Manager of VyseTECH Asia Sdn Bhd. He graduated with a Bachelor of Arts (Accounting and Finance) from University of East London, United Kingdom in September 2000. He have over 10 years of working experience in accounting and finance, operations and management, and has utilized his experience to implement and evaluate the effectiveness of internal control over financial reporting.


Family Relationships


There are no family relationships between or among the directors or executive officers.



75






Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:



1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

 

 

 

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

 

 

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

 

 

 

4.

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Section 16(a) Beneficial Ownership Reporting Compliance.


Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock.  Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors concerning the fiscal year ended June 30, 2011, we believe that as of the date of this report, our directors, executive officers, and persons who own more than ten percent of our common stock, have not filed an initial Form 3, Form 4 current report, or an annual Form 5 in an untimely manner.


Code of Business Conduct and Ethics


We adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers in July 2008. Copy of our Code of Business Conduct and Ethics, and Code of Ethics were filed as exhibits to our annual report on Form 10-K filed on September 29, 2008 and is available on the Corporate Governance section of our website at www.globalmobiletech.com. The contents of our website shall not be deemed to be incorporated herein.


Committees of the Board of Directors  


Audit Committee.  On April 15, 2010, our Board of Directors established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee has the authority to retain and terminate the services of our independent accountants, review annual and quarterly financial statements, and consider matters relating to accounting policy and internal controls. The current members of the Audit Committee are Chee Hong Leong, Matthew Riedel and Valerie Hoi Fah Looi. The Board of Directors has determined that Mr. Chee Hong Leong, Chairman of the Audit Committee, qualified as a "financial expert" as defined under SEC rules. The Board of Directors has determined that Chee Hong Leong and Matthew Riedel met the SEC definition of "independent" Directors. The Audit Committee Charter was filed as an exhibit to our annual report on Form 10-K filed on September 29, 2008 and is available on the Corporate Governance section of our website at www.globalmobiletech.com. The contents of our website shall not be deemed to be incorporated herein.


Compensation Committee.  On December 29, 2010, our Board of Directors established a Compensation Committee comprising of Mohd. Aris Bernawi, Matthew Riedel and Valerie Hoi Fah Looi. Our Compensation Committee reviews, approves and makes recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of our Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee is responsible for the determination of the compensation of our Chief Executive Officer, and shall conduct its decision making process with respect to that issue without the Chief Executive Officer present. The Compensation Committee Charter was filed as an exhibit to



76






our annual report on Form 10-K filed on September 29, 2008 and is available on the Corporate Governance section of our website at www.globalmobiletech.com. The contents of our website shall not be deemed to be incorporated herein.


Corporate Governance and Nominating Committee.  On December 29, 2010, our Board of Directors established a Corporate Governance and Nominating Committee comprising of Mohd. Aris Bernawi, Valerie Hoi Fah Looi and Matthew Riedel. The Committee’s role is to make recommendations to our Board of Directors as to the size and composition of the Board of Directors and its committees, and to evaluate and make recommendations as to potential candidates. The Committee may consider candidates recommended by stockholders as well as from other sources such as directors or officers, third party search firms or other appropriate sources. The Corporate Governance and Nominating Committee may consider all factors it deems relevant such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest; and the extent to which the candidate would fill a present need on the Board of Directors. The Corporate Governance and Nominating Committee Charter was filed as an exhibit to our annual report on Form 10-K filed on September 29, 2008 and is available on the Corporate Governance section of our website at www.globalmobiletech.com. The contents of our website shall not be deemed to be incorporated herein.



77






ITEM 11.   EXECUTIVE COMPENSATION


A. Summary Compensation Table


The following table summarizes all compensation recorded by us in the last two fiscal years ending June 30, 2011 and 2010 for our principal executive officer and our principal financial officer as executive officers. These individuals are sometimes referred to as the “named executive officers.”


SUMMARY COMPENSATION TABLE

Name and Principal Position

Fiscal  Year

Salary

Bonus

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total

 

 

 

($)

($)

($)

($)

($)

($)

($)

($)

 

 

 

 

 

(1)

(2)

 

 

 

 

Aik Fun

 

 

 

 

 

 

 

 

 

 

Chong,

 

 

 

 

 

 

 

 

 

 

President,

 

 

 

 

 

 

 

 

 

 

CEO          

(3)

2011

29,168

-

22,499

15,750

-

-

-

67,417

 

 

2010

3,619

-

-

-

-

-

-

3,619

 

 

 

 

 

 

 

 

 

 

 

Hon Kit

 

 

 

 

 

 

 

 

 

 

Wong

 

 

 

 

 

 

 

 

 

 

CFO,

 

 

 

 

 

 

 

 

 

 

Treasurer  

(4)

2011

23,334

-

22,499

15,750

-

-

-

61,583

 

 

2010

2,765

-

-

-

-

-

-

2,765

 

 

 

 

 

 

 

 

 

 

 

Scott Wetzel

 

 

 

 

 

 

 

 

 

 

Former

 

 

 

 

 

 

 

 

 

 

President,

 

 

 

 

 

 

 

 

 

 

Director,

 

 

 

 

 

 

 

 

 

 

CEO

(5)

 

 

 

 

 

 

 

 

 

(Resigned on

 

2011

-

-

-

-

-

-

-

-

March 25, 2010)

 

2010

-

-

-

-

-

-

2,400

2,400

 

 

 

 

 

 

 

 

 

 

 


Narrative Disclosure to Summary Compensation Table


(1)

The stock-based compensation amounts reported in the “Stock Awards” column for all years represent the aggregate grant-date fair value of the awards granted in that year and computed in accordance with FASB ASC Topic 718. Fair value of a stock award denominated in shares at the grant date is the number of such shares or units times the closing price of a share on the date of grant (excluding the effect of estimated forfeitures based on service-based vesting conditions).


On December 29, 2010, GMT awarded 15,000 shares each of its common stock to its two current named executive officers. As of June 30, 2011, there was no public market for our common stock on the date of the stock awards. The aggregate 30,000 stock awarded to both officers were valued at fair market value using the Black-Scholes option-pricing model and generated a total fair value of $44,998.


(2)

Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718. On December 29, 2010, GMT granted to its named executive officers options to purchase up to an aggregate of 15,000 shares each of common stock with an exercise price of 70% of the fair market value at the date of exercise of the stock options. The options are exercisable through December 29, 2015, contingent upon continuous service by the named executive officers through specified dates. 7,500 options vested on March 31, 2011, 7,500 options vested on June 30, 2011, 7,500



78






options vested on September 30, 2011 and the remaining 7,500 options will vest on December 31, 2011.


(3)

Aik Fun Chong, who was appointed as our President and CEO on March 25, 2010, is paid RM7,500 (approximately US$2,431) per month by Info-Accent pursuant to an Employment Agreement with Info-Accent dated May 14, 2010. He also renders services to Global MobileTech under the terms of the Employment Agreement dated May 14, 2010. On December 29, 2010, Mr. Chong was awarded 15,000 shares of GMT’s common stock and granted options to purchase up to an aggregate of 15,000 shares of its common stock with an exercise price of 70% of the fair market value at the date of exercise of the stock options.


(4)

Hon Kit Wong, who was appointed as our CFO and Treasurer on March 25, 2010, is paid RM6,500 (approximately US$2,107) per month by Info-Accent pursuant to an Employment Agreement with Info-Accent dated May 14, 2010. He also renders services to Global MobileTech under the terms of the Employment Agreement dated May 14, 2010. On December 29, 2010, Mr. Wong was awarded 15,000 shares of GMT’s common stock and granted options to purchase up to an aggregate of 15,000 shares of its common stock with an exercise price of 70% of the fair market value at the date of exercise of the stock options.


(5)

From July 1, 2009 to June 30, 2010 Scott Wetzel, our former President and CEO, was compensated in the amount of $200 per month for providing office space, phones and secretarial services to the company pursuant to a lease agreement.



(B) Outstanding Equity Awards at Fiscal Year End


The following table sets forth information concerning the outstanding equity awards granted to our directors and named executive officers that are outstanding at June 30, 2011.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR -END

 

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of  Unearned Shares, Units or Other Rights That have Not Vested

 

 

 

 

($)

 

 

($)

 

($)

 

(1)

(2)

 

(3)

 

 

 

 

 

Mohd. Aris Bernawi  

10,000

20,000

-

1.0500

December 29, 2015

-

-

-

-

Valerie Hoi Fah Looi

20,000

20,000

-

1.0500

December 29, 2015

-

-

-

-

Matthew J. Riedel     

15,000

15,000

-

1.0500

December 29, 2015

-

-

-

-

Chee Hong Leong     

15,000

15,000

-

1.0500

December 29, 2015

-

-

-

-

Aik Fun Chong        

7,500

7,500

-

1.0500

December 29, 2015

-

-

-

-

Hon Kit Wong          

7,500

7,500

-

1.0500

December 29, 2015

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Total :

75,000

85,000

-

-

 

-

-

-

-



Narrative Disclosure to Outstanding Equity Awards Table


On December 29, 2010, GMT granted its directors and officers options to purchase up to an aggregate of 170,000 shares of common stock at an exercise price of 70% of the fair market value. The options are exercisable through December 29, 2015, contingent upon continuous service by the directors and officers through specified dates. 42,500 options vested on March 31, 2011, 42,500 vested on June 30, 2011, 42,500 options vested on September 30,



79






2011 and the remaining 42,500 options will vest on December 31, 2011.


(1)

As of June 30, 2011, the fair market value of the total outstanding 117,500 vested stock option were valued at an exercise price of 70% of the fair market value using the Black-Scholes option-pricing model generated a total fair value of $123,375.


(2)

As of June 30, 2011, the fair market value of the total outstanding 42,500 unvested stock option were valued at an exercise price of 70% of the fair market value using the Black-Scholes option-pricing model generated a total fair value of $44,625.


(3)

Represent the exercise price of 70% of the fair market value using the Black-Scholes option-pricing model.


We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.


(C). Directors’ Compensation


The following table summarizes all compensation recorded by us in the last two fiscal years ending June 30, 2011 and 2010 to our directors.


DIRECTOR COMPENSATION

Name

 

Fiscal  Year

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Total

 

 

 

($)

($)

($)

($)

($)

($)

($)

 

 

 

 

(1)

(2)

 

 

 

 

Mohd Aris Bernawi

(3)

 

 

 

 

 

 

 

 

 

 

2011

7,686

59,996

42,000

-

-

50,000

159,682

 

 

2010

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Valerie Hoi Fah Looi

(4)

 

 

 

 

 

 

 

 

 

 

2011

-

139,616

42,000

-

-

-

181,616

 

 

2010

-

20,380

-

-

-

-

20,380

 

 

 

 

 

 

 

 

 

 

Matthew J. Riedel

 

 

 

 

 

 

 

 

 

 

 

2011

-

44,997

31,500

-

-

-

76,497

 

 

2010

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Chee Hong Leong

 

 

 

 

 

 

 

 

 

 

 

2011

-

44,997

31,500

-

-

-

76,497

 

 

2010

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Scott Wetzel

(5)

 

 

 

 

 

 

 

 

(Resigned on March

 

2011

-

-

-

-

-

-

-

 25, 2010)

 

2010

-

-

-

-

-

2,400

2,400

 

 

 

 

 

 

 

 

 

 




80






Narrative Disclosure to Director Compensation Table


(1)

The stock-based compensation amounts reported in the “Stock Awards” column for all years represent the aggregate grant-date fair value of the awards granted in that year and computed in accordance with FASB ASC Topic 718. Fair value of a stock award denominated in shares at the grant date is the number of such shares or units times the closing price of a share on the date of grant (excluding the effect of estimated forfeitures based on service-based vesting conditions).


(2)

On December 29, 2010, each of our directors was granted options to purchase up to an aggregate of 140,000 shares of our common stock at an exercise price of 70% of the fair market value. The options are exercisable through December 29, 2015, contingent upon continuous service by the directors and officers through specified dates. 35,500 options vested on March 31, 2011, 35,000 vested on June 30, 2011, 35,000 options vested on September 30, 2011 and the remaining 35,000 options will vest on December 31, 2011.


(3)

Mohd. Aris Bernawi, the Chairman of GMT, had been compensated $7,686 for out-of-pocket expenses incurred in carrying out his duties as Chairman and Director of GMT.


On September 1, 2010, Info-Accent entered into an Assignment Agreement with the Chairman of the Company, Mohd. Aris Bernawi whereby the Chairman assigned to the Company exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to Mohd. Aris Bernawi in lieu of a cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at $1.00 per share, to Mohd. Aris Bernawi in connection with the acquisition.


(4)

On September 1, 2010, Valerie Looi was issued 100,000 shares of common stock at $1.00 per share as compensation for her services rendered to GMT as Corporate Secretary and Director from March 25, 2010 through August 31, 2010. $20,380 was expensed for the period from March 25, 2010 through June 30, 2010 with $79,620 for the period from July 1, 2010, through August 31, 2010. The remaining $59,996 was based on the fair market value as of June 30, 2010 using the Black-Scholes option-pricing model for the stock award of 40,000 shares that was awarded to Miss Looi on December 29, 2010.


(5)

From July 1, 2009 to June 30, 2010 Scott Wetzel, our former President and CEO, was compensated in the amount of $200 per month for providing office space, phones and secretarial services to GMT pursuant to a lease agreement.



ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


At October 11, 2011, GMT had 4,706,251 shares of common stock issued and outstanding. The following table sets forth information known to us as of October 11, 2011 relating to the beneficial ownership of shares of our common stock and warrants by (i) any holder of more than five percent of our outstanding common stock, (ii) each named executive officers (iii) each director and nominee, and (iv) all named executive officers, directors and director nominees as a group. The percentage of beneficial ownership for the following table is based on shares of common stock outstanding.



81







Name and Address of Beneficial Owner

Type of

Amount and Nature of

Percent of Class

(1)

Security

Beneficial Ownership (1)

 

Sunway Technology Development Ltd

Common stock

834,450

17.73%

Room 2103, Futura Plaza

 

 

 

111 How Ming Street

 

 

 

Kwun Tong

 

 

 

Hong Kong

 

 

 

Keng Nam Looi (2)

Common stock

255,715

5.13%

1-6A Jalan Desa 1/5

 

 

 

Desa Amn Puri, Kpg

 

 

 

Kuala Lumpur, Malaysia

 

 

 

Valerie Hoi Fah Looi  (3,4)

Common stock

256,905

5.38%

Mohd Aris Bernawi (3,5)

Common stock

230,000

4.86%

Matthew J. Riedel (3,6)

Common Stock

105,750

2.23%

Chee Hong Leong  (3,7)

Common Stock

60,000

1.27%

Aik Fun Chong  (3,8)

Common Stock

30,000

0.64%

Hon Kit Wong  (3,9)

Common Stock

30,000

0.64%

 

 

 

 

All officers and directors as a group (6)

 

712,655

15.02%



Shares of common stock subject to stock options and warrants that are currently exercisable or exercisable within 60 days of October 12, 2011 are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.


(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

(2)

The holdings of Keng Nam Looi include 230,060 shares of common stock and a warrant to purchase 25,655 shares of common stock at $1.00 per share.  

(3)

The address of each person is c/o Global MobileTech, Inc. 1312 North Monroe, Suite 750, Spokane, Washington 99201.

(4)

The holdings of Ms. Looi include 191,270 shares of common stock, a warrant to purchase 25,635 shares of common stock at $1.00 per share and stock options to purchase 40,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.

(5)

The holdings of Mr. Mohd Aris Bernawi include 200,000 shares of common stock and stock options to purchase 30,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.

(6)

The holdings of Mr. Matthew J. Riedel include 70,750 shares of common stock, a warrant to purchase 5,000 shares of common stock at $1.00 per share and stock options to purchase 30,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.

(7)

The holdings of Mr. Chee Hong Leong include 30,000 shares of common stock and stock options to purchase 30,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.

(8)

The holdings of Mr. Aik Fun Chong include 15,000 shares of common stock and stock options to purchase 15,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.

(9)

The holdings of Mr. Hon Kit Wong include 15,000 shares of common stock and stock options to purchase 15,000 shares of common stock at exercise price of 70% of the fair market value at the date of exercise.



82






ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  


During the years ended June 30, 2011 and 2010, GMT had related party transactions with the following persons:


GMT has been provided office space and secretarial services by its former Chief Executive Officer at $200 per month from January 1, 2008 through June 30, 2010. Mr. Wetzel was paid $0 and $2,400 for fiscal years ended June 30, 2011 and 2010, respectively. As of June 30, 2011, GMT owed Mr. Wetzel $750.


As of June 30, 2010, a former Director, Secretary and Treasurer provided GMT a short-term loan of $2,000 for working capital purposes. The amount owed is unsecured, bears interest at 6 percent (6%) per annum, with principal and interest due September 30, 2010.  On December 7, 2010, the former Director, Secretary and Treasurer of GMT elected to convert the debt of $2,118 inclusive of interest payable, in exchange for 2,648 shares of common stock at $0.80 per share.


On September 1, 2010, Info-Accent entered into an Assignment Agreement with our Chairman, Mohd. Aris Bernawi whereby the Chairman assigned to Info-Accent exclusively, throughout the world, all rights, title and interest in the methodology for the optimal sizing of solar PV-hybrid power generation system for a total consideration of $50,000. Under the terms of the Assignment Agreement, GMT issued 50,000 shares of common stock at $1.00 per share to the Chairman in lieu of cash payment as consideration for the Assignment. On September 1, 2010, GMT issued 50,000 unregistered shares of its common stock at $1.00 per share, to Mohd. Aris Bernawi in connection with the acquisition.


As of June 30, 2011 and 2010, GMT owed the Chairman $15,842 and $0, respectively, for general and administration expenses paid on behalf of GMT. This amount is unsecured, bears no interest and has no fixed terms of repayment.


As of June 30, 2011 and 2010, GMT owed Valerie Hoi Fah Looi, Secretary and Director, $8,548 and $5,539 respectively, for general and administration expenses paid on behalf of GMT. This amount is unsecured, bears no interest and has no fixed terms of repayment.


Director Independence


Our Board of Directors has determined two of the four directors are independent. Matthew Riedel and Chee Hong Leong, serving on our audit committee are “independent” based on the more stringent independence standard of the NASDAQ Stock Market applicable to directors serving on audit committees until their resignation.



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


Audit Fees


From April 12, 2010 through October 26, 2010, our principal accountant was Etania Audit Group (formerly Davis Accounting Group, P.C.) (“Etania”). Etania reviewed our interim financial statements for the quarter ended March 31, 2010 and audited our financial statements for the year ended June 30, 2010.


On October 26, 2010, we appointed Lake & Associates CPA's, LLC as our principal independent accountants. On March 3, 2011, we engaged Lake & Associates to re-audit our financial statements for the year ended June 30, 2010. The aggregate fees billed by our principal accountants for services rendered for the fiscal years ended June 30, 2010 and 2011, are set forth below:



83







Fee Category

 

Year ended

June 30, 2010

 

Year ended

June 30, 2011

Audit fees (1)

 

50,541 

 

85,622

Audit-related fees (2)

 

 

 

 

1,250

Tax fees (3)

 

 

3,338

All other fees (4)

 

 

 

 

Total fees

 

 50,541

 

90,210 


(1)

“Audit fees” consists of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of annual financial statements and for reviews of interim financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)

“Audit-related fees” consists of the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3)

“Tax fees” consists of the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for  tax compliance, tax advice and tax planning, such as review and filing of tax return.

(4)

“All other fees” consists of the aggregate fees billed in each of the last two fiscal years for products and services rendered by the principal accountant, other than the services reported in the other categories, such as review of our registration statement on Form S-1 and EDGAR filing expenses.



Audit Committee Pre-Approval Policy


The Audit Committee has adopted policies and procedures regarding pre-approval of all auditing services, internal control-related services and permitted non-audit services.  Each year, no later than the end of the first quarter of the fiscal year, (i) the independent registered public accounting firm will submit to the Audit Committee for approval the terms, fees and conditions of our engagement of an independent registered public accounting firm to perform an integrated audit of our consolidated financial statements, to attest to our internal control over financial reporting for the applicable fiscal year and to review our interim financial statements and (ii) management and the independent registered public accounting firm will jointly submit to the Audit Committee for approval a written pre-approval request of additional audit and non-audit services to be performed for our company during the year, including a maximum fee amount or budgeted range of fees for each category of service outlined in such request.  The Audit Committee has designated the Audit Committee Chairman (currently Mr. Chee Hong Leong) to have the authority to pre-approve interim requests for additional permissible services that were not contemplated in the engagement letter or annual pre-approval request.  The Audit Committee Chairman may approve or reject any interim service requests and shall report any interim service pre-approvals at the following Audit Committee meeting.


All services provided by Lake & Associates CPA's, LLC, during the fiscal years ended June 30, 2011 and 2010 were pre-approved by the Audit Committee in accordance with our Audit Committee Charter.



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PART IV


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) 1 & 2.

Financial Statements and financial statement schedules required. See Item 8 in Part II of this report.


All other financial statement schedules are omitted because the information required to be set forth therein is not applicable or because that information is in the financial statements or notes thereto.

(a) 3.

Exhibits specified by item 601 of Regulation S-K .


 

 

 

 

 

 

Exhibit

No.

 

SEC Report

Reference

Number

 

Description

 

 

 

 

 

3.1

 

3.1

 

Articles of Incorporation of Trevenex Resources, Inc.(1)

 

 

 

 

 

3.2

 

3.2

 

Bylaws of Trevenex Resources, Inc.(1)

 

 

 

 

 

3.3

 

3.1

 

Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to Form 8-K, file no. 000-53493,  filed on May 18, 2010)

 

 

 

 

 

10.1

 

10.1

 

Option to Purchase Property Agreement between IBEX Minerals, Inc. and Scott Wetzel dated November 1, 2007 (1)

 

 

 

 

 

10.2

 

10.2

 

Assignment of Option to Purchase Property dated December 14, 2007 (1)

 

 

 

 

 

10.3

 

10.3

 

Form of Subscription Agreement (1)

 

 

 

 

 

10.4

 

10.4

 

2007 Non-Qualified Stock Option and Stock Appreciation Right Plan dated December 10, 2007 (1)

 

 

 

 

 

10.5

 

10.5

 

Geological Report from Minex Exploration, Inc. dated May 2008 (1)

 

 

 

 

 

10.6

 

10.6

 

Lease agreement between Trevenex Resources and Scott Wetzel dated January 1, 2008 (2)

 

 

 

 

 

10.7

 

10.7

 

Corporate Governance and Director’s Nominating Committee Charter (2)

 

 

 

 

 

10.8

 

10.8

 

Compensation Committee Charter (2)

 

 

 

 

 

10.9

 

10.9

 

Audit Committee Charter (2)

 

 

 

 

 

10.10

 

10.10

 

Corporate Governance Guidelines (2)

 

 

 

 

 

10.11

 

10.1

 

Form of Securities Purchase Agreement (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on June 15, 2009)

 

 

 

 

 

10.12

 

10.2

 

Form of Debt Conversion to Shares of Restricted Common Stock (incorporated herein by reference to Form 8-K, file no. 000-53493,  filed on June 15, 2009)

 

 

 

 

 



85






 

10.13

 

10.1

 

Exclusive Marketing, Distribution and License Agreement between Trevenex Resources, Inc. and VyseTECH Asia Sdn Bhd dated March 15, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on March 16, 2010)

 

 

 

 

 

10.14

 

10.1

 

Exclusive Marketing, Distribution and License Agreement  between Info-Accent Sdn Bhd and VyseTECH Asia Sdn Bhd dated April 8, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on April 14, 2010)

 

 

 

 

 

10.15

 

10.2

 

Option to Purchase Agreement between Trevenex Resources, Inc. and VyseTECH Asia Sdn Bhd dated April 8, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on April 14, 2010)

 

 

 

 

 

10.16

 

10.1

 

Amendment to Exclusive Marketing, Distribution and License Agreement dated April 26, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on May 17, 2010)

 

 

 

 

 

10.17

 

10.1

 

Employment Contract between Chong Aik Fun and Info-Accent Sdn Bhd dated May 14, 2010(incorporated herein by reference to Form 8-K, file no. 000-53493, filed on May 18, 2010)

 

 

 

 

 

10.18

 

10.2

 

Employment Contract between Wong Hon Kit and Info-Accent Sdn Bhd dated May 14, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on May 18, 2010)

 

 

 

 

 

10.19

 

10.1

 

Form of Subscription Agreement between the Company and each subscriber (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 13, 2010)

 

 

 

 

 

10.20

 

10.2

 

Form of Warrant Purchase Agreement and Warrant (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 13, 2010)

 

 

 

 

 

10.21

 

10.3

 

Supplemental Agreement between Info-Accent Sdn Bhd and VyseTech Asia Sdn Bhd dated July 7, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 13, 2010)

 

 

 

 

 

10.22

 

10.4

 

Form of Registration Rights Agreement (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 13, 2010)

 

 

 

 

 

10.23

 

10.5

 

Form of Securities Purchase Agreement (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 22, 2010)

 

 

 

 

 

10.24

 

10.6

 

Registration Rights Agreement dated July 7, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on July 22, 2010)

 

 

 

 

 

10.25

 

10.1

 

Form of Amended Registration Rights Agreement (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on August 4, 2010)

 

 

 

 

 

10.26

 

10.1

 

Purchase Agreement between Digital Kiosk Technologies Sdn Bhd and Info-Accent Sdn Bhd dated August 10, 2010  (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on August 12, 2010)

 

 

 

 

 

10.27

 

10.1

 

Assignment Agreement between Mohd Aris Bernawi and Info-Accent Sdn Bhd dated September 1, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on September 7, 2010)

 

 

 

 

 

10.28

 

10.2

 

Securities Purchase Agreement dated September 1, 2010 ( (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on September 7, 2010)



86






 

 

 

 

 

 

10.29

 

10.3

 

Compensation Agreement between Global MobileTech, Inc. and Valerie Looi dated September 1, 2010 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on September 7, 2010)

 

 

 

 

 

10.30

 

10.1

 

Letter Agreement between VyseTECH Asia Sdn Bhd and Global MobileTech, Inc. dated September 14, 2010 ( (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on September 17, 2010)

 

 

 

 

 

10.31

 

10.1

 

Cancellation Agreement and Mutual Release between VyseTECH Asia Sdn Bhd and Global MobileTech, Inc. dated March 14, 2011 (incorporated herein by reference to Form 8-K, file no. 000-53493, filed on March 17, 2011)

 

 

 

 

 

10.32

 

10.1

 

Patent Purchase Agreement between Info-Accent Sdn Bhd and Sunway Technology Development Limited dated June 27, 2011 (3)

 

 

 

 

 

10.33

 

10.2

 

Supplemental Agreement between Info-Accent Sdn Bhd and Sunway Technology Development Limited dated August 3, 2011 (3)

 

 

 

 

 

14.1

 

14.1

 

Code of Business Conduct and Ethics (2)

 

 

 

 

 

14.2

 

14.2

 

Code of Ethics for the Chief Executive Officer and Senior Financial Officers (2)

 

 

 

 

 

21.1

 

 

 

List of Subsidiaries (3)

 

 

 

 

 

31.1

 

 

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (3)

 

 

 

 

 

31.2

 

 

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (3)

 

 

 

 

 

32.1

 

 

 

Section 1350 Certification of Chief Executive Officer (3)

 

 

 

 

 

32.2

 

 

 

Section 1350 Certification of Chief Financial Officer (3)

 

 

 

 

 

 

(1)

Filed as an exhibit, numbered as indicated above, to the Registration Statement on Form S-1 (file no. 333-152358) filed on July 16, 2008, which exhibit is incorporated herein by reference.

 

 

 

 

 

 

(2)

Filed as an exhibit, numbered as indicated above, to the Form 10-K Annual Report (file no. 333-152358) filed on October 30, 2008, which exhibit is incorporated herein by reference.

 

 

 

 

 

 

(3)

Filed herewith.



87






SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


 

 

 

Date: October 12, 2011

GLOBAL MOBILETECH, INC

 

 

 

By:

/s/ Aik Fun Chong

 

Name: Aik Fun Chong

 

Title:  President and CEO


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 

 

 

 

 

Signature

 

Title

 

Date

/s/ Mohd. Aris Bernawi  

 

Chairman and Director

 

October 12, 2011

Mohd. Aris Bernawi

 

 

 

 

 

 

 

 

 

/s/ Aik Fun Chong

 

President & CEO (Principal Executive

 

October 12, 2011

Aik Fun Chong

 

Officer)

 

 

 

 

 

 

 

/s/ Hon Kit Wong

Hon Kit Wong

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 12, 2011

 

 

 

 

 

/s/ Valerie Hoi Fah Looi

Valerie Hoi Fah Looi

 

Secretary and Director

 

October 12, 2011

 

 

 

 

 

/s/ Chee Hong Leong

Chee Hong Leong

 

Director

 

October 12, 2011

 

 

 

 

 

/s/ Matthew J. Riedel

Matthew J. Riedel

 

Director

 

October 12, 2011




88