Global Resource Energy Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - CERTIFICATION - Global Resource Energy Inc.	ex321.htm
EX-31.2 - CERTIFICATION - Global Resource Energy Inc.	ex312.htm
EX-31.1 - CERTIFICATION - Global Resource Energy Inc.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended April 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to ______________

333-157558
(Commission File Number)

GLOBAL RESOURCE ENERGY INC.
(Exact name of registrant as specified in its charter)

Nevada	68-0677348
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3651 Lindell Rd., Suite D-172, Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)

(702) 943-0325
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Yes [ ] No [ X ]

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

Yes [ ] No [ ]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]

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

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

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

40,171,000 common shares outstanding as of February 8, 2012

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

GLOBAL ENERGY RESOURCE INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4.	Controls and Procedures	8

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Removed and Reserved	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

	SIGNATURES	11

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended April 30, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2012. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

GLOBAL RESOURCE ENGERGY INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
April 30, 2011

	Page

Balance Sheets	F-1

Statements of Operations	F-2

Statements of Cash Flows	F-3

Notes to Financial Statements	F-4 to F-7

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

BALANCE SHEETS

	April 30, 2011 (Unaudited)			January 31, 2011 (Audited)
Assets
Current Assets
Cash	$	-		$	-
Total Assets		-			-

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Accounts payable	$	177,647		$	84,277
Total Current Liabilities		177,647			84,277
Total Liabilities		177,647			84,277

Stockholders’ Equity (Deficit)

Common stock, $0.001 par value, 250,000,000 authorized, and 171,000 shares (April 30, 2011) and 81,000 (January 31, 2011) issued and outstanding respectively		171			81,000
Additional paid-in-capital		117,829			(53,000	)
Deficit accumulated during the development stage		(295,647	)		(112,277	)
Total stockholders’ equity (deficit)		177,647			84,277
Total liabilities and stockholders’ equity (deficit)	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-1

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months			Three months			From Inception
	Ended			Ended			(November 6, 2008)
	April 30, 2011			April 30, 2010			To April 30, 2011

Revenues	$	-		$	-		$	-

Expenses
Management fees		90,000			-			90,000
Professional fees		48,300			4,700			96,165
General and administrative expenses	$	45,070		$	-		$	109,482
Net (loss) from Operations before Taxes		183,370			4,700			295,647
Provision for Income Taxes		-			-
Net (loss)	$	(183,370	)	$	(4,700	)	$	(295,647	)

(Loss) per common share – Basic and diluted	$	(2.13	)	$	(0.06	)

Weighted Average Number of Common Shares Outstanding		86,056			75,000

The accompanying notes are an integral part of these financial statements

F-2

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months			Three months			From Inception
	Ended			Ended			(November 6, 2008)
	April 30, 2011			April 30, 2010			To April 30, 2011

Operating Activities
Net (loss)	$	(183,370	)	$	(4,700	)	$	(295,647	)
Adjustment to reconcile net loss to cash used by operations:
Stock based compensation, management services		90,000			-			90,000
Accounts payable		93,370			-			177,647
Net cash (used) for operating activities		-			(4,700	)		(28,000	)

Financing Activities
Loans from Director		-			-			-
Sale of common stock		-			-			28,000
Net cash provided by financing activities		-			-			28,000

Net increase (decrease) in cash and equivalents		-			(4,700	)		-
Cash and equivalents at beginning of the period		-			12,729			-
Cash and equivalents at end of the period	$	-		$	8,029		$	-

Supplemental disclosure of cash flow information and non-cash activities:
Cash paid for Interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Stock based compensation, management services	$	90,000		$	-		$	90,000

The accompanying notes are an integral part of these financial statements

F-3

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2011

1. ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

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

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

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

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through the period ended April 30, 2011 the Company has accumulated losses of $295,647.

F-4

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

b) Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $988,647 as of April 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management will be required to raise additional capital to fund its current and future operations, and there is no guarantee said capital will be available as required.

c) Cash and Cash Equivalents

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

d) Use of Estimates and Assumptions

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

e) Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

f) Financial Instruments

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

g) Stock-based Compensation

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

h) Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

F-5

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - cont'd

i) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

j) Fiscal Periods

The Company's fiscal year end is January 31.

3. COMMON STOCK

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

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

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

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

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

As at April 30, 2011 we had a total of 171,000 shares issued and outstanding.

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

4. INCOME TAXES

As of April 30, 2011, the Company had net operating loss carry forwards of approximately $295,647 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

5. RELATED PARTY TRANSACTIONS

On April 25, 2011 the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares (pre-reverse-split) of the Company. Due to the fact that Mr. Roe is the controlling shareholder of the Company, and the Company’s CEO and President, the shares were valued at par value, or $0.001 per share. This issuance resulted in a change of control of the Company. This issuance gave Mr. Roe voting control over 52.6% of the Company’s issued and outstanding common stock.

F-6

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2011

6. NEW ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update related to fair value measurements and disclosures to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with United States GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurement requirements, while other amendments change a principle or requirement for measuring fair value or for disclosing information about fair value measurements. Specifically, the guidance requires additional disclosures for fair value measurements that are based on significant unobservable inputs. The updated guidance is to be applied prospectively and is effective for the Company’s interim and annual periods beginning January 1, 2012. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

In June 2011, the FASB issued an accounting standard update relating to the presentation of other comprehensive income. The accounting update eliminates the option to present components of other comprehensive income as part of the statement of stockholders’ equity. Instead, companies must report comprehensive income in either a single continuous statement of comprehensive income (which would contain the current income statement presentation followed by the components of other comprehensive income and a total amount for comprehensive income), or in two separate but consecutive statements. This guidance is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the guidance to impact its financial statements.

7. SUBSEQUENT EVENTS

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

On July 21, 2011, the Company accepted the resignation of Douglas Roe as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Robert Baker was appointed as the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company, and the Company relocated its head office to Calgary, Alberta.

On August 1, 2011, the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary. This issuance resulted in a change of control of the Company. Mr. Baker now has voting control over 99.5% of the Company’s issued and outstanding common stock.

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

F-7

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

Forward Looking Statements

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

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

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

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

Background

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

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

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

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

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

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

Liquidity & Capital Resources

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

We had no cash on hand as of April 30, 2011 or January 31, 2011. We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.

For the three months ended April 30, 2011, we used net cash of $Nil in investing activities. This remains unchanged from the fiscal year ended January 31, 2011.

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

Our ability to meet our financial commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There are no assurances that we will be able to obtain required funds for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon obtaining further short and long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

The discussion and financial statements contained herein are for the three month periods ended April 30, 2011 and April 30, 2010. The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. There can be no assurance that we will be able to raise any funds required to maintain our reporting status or to fund operations.

Comparison of the Three Months Ended April 30, 2011 and April 30, 2010

During the three month periods ended April 30, 2011 and 2010, we earned no revenues from operations.

For the three months ended April 30, 2011, our loss from operations increased substantially to $183,370, from $4,700 in the prior year. This increase was mainly due to increased operations while we moved to execute our business plan and retained the services of legal professionals to assist in preparation and completion of the business plan. As a result we recorded professional fees during the current three month period totaling $48,300 as compared to $4,700 over the same three months in the prior fiscal year. In addition, we retained new management and provided signing bonus in the form of 90,000 shares of the Company’s common stock, which shares were valued at $90,000 and recorded as management fees during the current three month period ended April 30, 2011, as compared to $Nil in the same period in the prior fiscal year. General and administrative fees incurred during the three month period ended April 30, 2011 totaled $45,070 compared to $Nil in the comparative three month period ended April 30, 2010. General and administrative fees include fees paid to consultants, general office expenses and fees paid to meet our regulatory reporting requirements.

Period from inception, November 6, 2008 to April 30, 2011

Our revenues since inception to date have been $nil. Since inception, we have an accumulated deficit during the development stage of $295,647, the majority of which was incurred in the current three month period ended April 30, 2011 as we restructured the Company and commenced our business operations. We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the development stage.

Off-Balance Sheet Arrangements

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

Inflation

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of April 30, 2011, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of April 30, 2011. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of April 30, 2011, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of April 30, 2011.

Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides three staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

3)	Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

4)	Ineffective controls over period end financial disclosure and reporting processes.

Management's Remediation Initiatives

As of April 30, 2011, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended April 30, 2011, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

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

Recent Sales of Unregistered Securities:

On April 25, 2011 the Company issued its new CEO and President, Mr. Douglas Roe, 90 million shares (pre-reverse-split) of the Company. This issuance resulted in a change of control of the Company, giving Mr. Roe voting control over 52.6% of the Company’s issued and outstanding common stock on the date of issue. The issuance of the shares was conducted by the Company and was issued in reliance upon Regulation S of the Securities Act of 1933, as amended.

On August 1, 2011 the Company approved an annual salary to its new CEO, President and sole director, Mr. Robert Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively. This issuance resulted in a change of control of the Company. Mr. Baker now has voting control over 99.5% of the Company’s issued and outstanding common stock. The issuance of the shares was conducted by the Company and was issued in reliance upon Regulation S of the Securities Act of 1933, as amended

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Number	Description
3.1	Articles of Incorporation	Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.2	Bylaws	Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.3	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010	Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
3.4	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011	Filed herewith
10.1	Assignment agreement between the Company and Patedma executed on January 26, 2012.	Filed herewith
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GLOBAL RESOURCE ENERGY INC.

Date:	February 10, 2012	By:	/s/ Robert Baker
		Name:	Robert Baker
		Title:	President, Chief Executive Officer (Principal Executive Officer, Principal Financial & Accounting Officer)

Global Resource Energy Inc. - FORM 10-Q - February 10, 2012

Attached files

Global Resource Energy Inc. Reports