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EXCEL - IDEA: XBRL DOCUMENT - New Global Energy, Inc. | Financial_Report.xls |
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From_______ to _______
0-18954 |
|
Commission file number |
NEW GLOBAL ENERGY, INC. |
|
(Exact name of small business issuer as specified in its charter) |
Wyoming |
| 45-4349842 |
|
|
|
(State of incorporation) |
| (IRS Employer Identification Number) |
109 East 17th Street Suite 4217 Cheyenne, WY 82001 |
|
(Address of principal executive office) |
(307) 633-9192 |
|
(Issuer's telephone number) |
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 the filing requirement for at least the past 90 days. Yes [X] No [ ]
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
Large accelerated filer o Accelerated filer ¨ Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ý o No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.0001 per share 1,830,700 outstanding shares as of September 30, 2012.
1
NEW GLOBAL ENERGY, INC.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements-unaudited
Balance Sheets as of September 30, 2012 and January 31, 2012.
Statements of Operations for the Three Month Periods Ended September 30, 2012
Statement of Operations for the period since inception January 24, 2012 through September 30, 2012.
Statements of Cash Flows for the period since inception January 24, 2012 through September 30, 2012.
Statement of Stockholders Deficiency for the period ended September 30, 2012
Notes to Interim Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities
Item 4. Not Required
Item 5. Other Information
Item 6. Exhibits
Signatures
2
ITEM 1. FINANCIAL STATEMENTS
New Global Energy, Inc. | |||
Balance Sheet | |||
(A Development Stage Company) | |||
|
|
|
|
| Sept 30, 2012 |
| January 31, 2012 |
| (unaudited) |
|
|
Assets |
|
|
|
Current assets |
|
|
|
Cash | $18,881 |
| $6,750 |
Prepaid expenses | 64,571 |
| 0 |
Total current assets | 83,452 |
| 6,750 |
|
|
|
|
Marketable securities (available for sale) | 30,000 |
| 0 |
|
|
|
|
Total Assets | $113,453 |
| $6,750 |
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable-trade | $0 |
| $0 |
Accrued expenses | 1,524 |
| 0 |
Due to related parties | 199 |
| 199 |
Current portion of long term debt | 0 |
| 0 |
Total current liabilities | 1,723 |
| 199 |
|
|
|
|
Convertible note payable | 15,000 |
| 5,000 |
|
|
|
|
Stockholders' Equity: |
|
|
|
Common stock-100,000,000 authorized $0.0001 par value |
|
|
|
1,825,000 issued & outstanding | 183 |
| 175 |
Additional paid-in capital | 102,567 |
| 1,575 |
Deficit accumulated during development stage | (6,020) |
| (199) |
Total Stockholders' Equity | 99,230 |
| 1,551 |
|
|
|
|
Total Liabilities & Stockholders' Equity | $113,453 |
| $6,750 |
See notes to unaudited interim financial statements. |
|
|
|
3
New Global Energy, Inc. | |||
Statement of Operations | |||
(unaudited) | |||
(A Development Stage Company) | |||
|
|
|
|
| 3 Months Ended Sept 30, 2012 |
| Inception (Jan 24, 2012) to Sept 30, 2012 |
|
|
|
|
|
|
|
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Revenue | $0 |
| $0 |
|
|
|
|
Costs & Expenses: |
|
|
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General & administrative | 2,936 |
| 4,496 |
Interest expense | 676 |
| 1,524 |
Total Costs & Expenses | 3,612 |
| 6,020 |
|
|
|
|
Loss from continuing operations before income taxes | (3,612) |
| (6,020) |
Income taxes | 0 |
| 0 |
|
|
|
|
Net Loss | ($3,612) |
| ($6,020) |
|
|
|
|
Basic and diluted per share amounts: |
|
|
|
Continuing operations | Nil |
| Nil |
Basic and diluted net loss | Nil |
| Nil |
|
|
|
|
Weighted average shares outstanding (basic & diluted) | 1,760,135 |
| 1,753,559 |
See notes to unaudited interim financial statements. |
|
|
|
4
New Global Energy, Inc. | |
Statement of Cash Flows | |
(unaudited) | |
(A Development Stage Company) | |
| Inception (Jan 24, 2012) to Sept 30, 2012 |
|
|
Cash flows from operating activities: |
|
Net Loss | ($6,020) |
Adjustments required to reconcile net loss |
|
to cash used in operating activities: |
|
Expenses paid by related parties | 199 |
(Increase) decrease in current assets | (64,571) |
Increase (decrease) in accounts payable & accrued expenses | 1,524 |
Cash used by operating activities: | (68,868) |
|
|
Cash flows from investing activities: |
|
Investment in marketable securities | (30,000) |
Cash used in investing activities | (30,000) |
|
|
Cash flows from financing activities: |
|
Proceeds from issuance of common stock | 27,750 |
Proceeds of convertible note advances | 90,000 |
Cash generated by financing activities | 117,750 |
|
|
Change in cash | 18,881 |
Cash-beginning of period | 0 |
Cash-end of period | $18,881 |
See notes to unaudited interim financial statements. |
|
5
New Global Energy, Inc. | |||||
Statement of Stockholders' Equity | |||||
(Unaudited) | |||||
(A Development Stage Company) | |||||
|
|
|
|
|
|
| Common Stock |
|
| ||
| Shares | Common Stock | Additional paid-in capital |
| Deficit Accumulated During Development Stage |
Inception January 24, 2012 | 0 | 0 | $0 |
| $0 |
Stock issued for cash | 1,750,000 | 175 | 1,575 |
|
|
Note converted to common stock | 75,000 | 8 | 74,993 |
|
|
Stock issued for cash | 5,200 | 1 | 25,999 |
|
|
Net Loss |
|
|
|
| (6,020) |
Balance at September 30, 2012 | 1,830,200 | 183 | $102,567 |
| ($6,020) |
6
NEW GLOBAL ENERGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1. | Basis of Presentation: |
The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our January 31, 2012 audited financial statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the period ended September 30, 2012. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.
Recent Accounting Pronouncements
Emerging Growth Company:
We qualify as an emerging growth company under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.
In May 2011, the FASB issued ASC update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in US generally accepted accounting principles ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). Consequently, the amendments converge the fair value measurement guidance in U.S. GAAP and IFRS. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. The amendments in this update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include the following:
1)
measuring the fair value of financial instruments that are managed within a portfolio,
2)
application of premiums and discounts in a fair value measurement, and
3)
additional disclosures about fair value measurements. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.
In June 2011, the FASB issued ASC update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. The FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders equity, among other amendments in this update. The amendments require that all non-owner changes in stockholders equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and total for other comprehensive income, along with a total for comprehensive income.
The entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of comprehensive income are presented. The amendments in this update should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.
7
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
2. | Stockholders' Equity: |
Common Stock
We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. On August 29, 2012 we sold 5,700 shares for $28,500. On September 20, 2012 we issued 75,000 shares upon the conversion of $75,000 in principal on the convertible note.
Warrants
Together with the 5,700 shares sold during the quarter which is referenced in the paragraph above, the Company issued Series A Warrants for the purchase of 5,700 common shares at $5.50 per share, good for a period of one year and Series B Warrants for the purchase of 5,700 common shares at $6.00 per share for a period of three years.
Stock Options
There are no employee or non-employee options grants.
3. Convertible Long-Term Debt:
On January 25, 2012, we issued a convertible promissory note in the amount of $100,000. The note bear interests at 2.95% per annum until paid or converted. Interest is payable upon the maturity date (January, 2014). The initial conversion rate is $1.00 per share (subject to standard anti-dilution provisions). The note allows for incremental draws in order to meet future working capital demands. In addition it provides the holder with warrants to buy up to 100,000 common shares at a price of $1 per share until January 20, 2015. As of September 30, 2012 we had $10,000 in unused credit available for such purposes.
4. Prepaid Expenses:
Prepaid expenses consist of deferred offering costs and are comprised entirely of filing fees and legal expenses incurred in preparation and filing of our 1933 Act filing on Form S-1. The costs will be offset against paid-in capital upon the successful completion of our offering. If our offering is unsuccessful the offering costs will be expensed in the period the offering is deemed unsuccessful. We continue to expense all routine ongoing administrative expenses.
8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.
Overview and Financial Condition
During the period since inception January 24, 2012 through September 30, 2012. the Company continued to focus on the development of its aquaculture and sustainable agriculture business which combines alternative energy production, sustainable agriculture and aquaculture. The concept uses non centralized power plants, primarily solar power, Jatropha (Jatropha curcas, a genus of plants shrubs or trees, the oil from which can be used for biodiesel production) based biofuels and aquaculture operations to produce power for its own use and to feed into the power grid serving local power needs while producing farm grown fish and shrimp as food products all grown on mainly undeveloped land. NGE is a development stage company with executive offices located in Brevard County, Florida.
Results of Operations for the Interim period ended September 30, 2012
The Company had revenues for the interim period ended September 30, 2012 of $0.00. Selling, general and administrative expenses for the same interim period from inception through September 30, 2012 were $4,496.
Results of Operations for the Three Months ended September 30, 2012
The Company had revenues for the three month period ended September 30, 2012 of $0.00. Selling, general and administrative expenses for the same three months ended September 30, 2012 were $2,936.
Liquidity and Capital Resources
Cash Flows
Interim Period Ended
June 30, 2012
Net Cash Generated by Operating Activities
$0.00
Net Cash Generated by financing Activities
$117,750
Cash Ending September 30, 2012
$18,881
Net Cash Generated from Operating Activities from inception through September 30, 2012 was $0.00 while Net Cash generated by financing activities for the period were $146,250. The company has continued to fund its development stage operations from capital in the total amount of $2,408.00 since inception.
Financing Activities
The Company is currently pursuing the planning stage of its business plan with a current rate of cash outlays for operating expenses (burn rate) of about $1,000 per month. Non cash contributions are being made by management and it would expect to continue at this rate of operation for more than 12 months without raising any additional capital. These non cash contributions include administrative services, office space, telephone, computer use and other ordinary and necessary business services involved in company operations. There are no written agreements in place to continue these contributions and the Company believes that it could continue its rate of operations for six months with or without further management contributions. The Company expects to accrue expenses related to these advances.
9
The Company entered into a Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $100,000 due January 20, 2014 with interest at the rate of 2.95% per annum. As of April 30, 2012, the Company had drawn down than 90% of the face amount of the Loan. Bio-Global Resources, Inc. is entitled to convert any amounts outstanding on the loan after 180 days from January 2, 2012 into the Companys common stock at the rate of $1.00 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rate to a number of warrants to purchase common shares at a price of $1.00 per share until January 20, 2015. Funds from this credit facility should provide funds for it to continue at an increased rate of operation for more than 6 months without additional funding. As of September 30, 2012 the Company has drawn down $90,000 in proceeds from the loan with $10,000 in addition loan proceeds yet to be drawn down.
The Company has registered 200,000 Units and the shares and warrants included and underlying them with the US Securities and Exchange Commission, which offering is effective as of the date of this report. Each Unit consists of one share of common stock, one Class A warrant which includes the right to purchase on share of common stock for $5.50 for the period ending one year from date of issue and one Class B warrant with the right to purchase one share of common stock for $6.00 during the period ending three years from date of issue, of New Global Energy, Inc. The offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter or broker. Therefore, there is no requirement that we must sell a specified number of shares before the proceeds of the offering become available to us. We may sell only a nominal amount of shares and receive only minimal proceeds from this offering. We will not escrow any of the proceeds received from the sale of shares before we terminate the offering. The Company as of this date has sold 5700 of the units for total proceeds of $28,500.00. Because of the level of interest, the Company has elected not to sell further units under this offering.
The Company has been reviewing various real property to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities. The Company expects to enter into such transaction or transactions during the next 12 months. There are currently no transactions under contract and there is no assurance that the company will be able to complete such transactions.
Commitments and Capital Expenditures
The Company had no material commitments for capital expenditures.
Off-Balance Sheet Arrangements
The Company does not have any relationships with entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
ITEM 4. Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
10
The limited size of the company including a limited staff makes it extremely difficult to segregate duties in a way that will allow disclosure controls and procedures to be implemented in an effective way. To the extent that the Company is able to add other executives and professional staff with increased business, it will continue its efforts to create an effective system of disclosure controls and procedures.
a)
The Company lacks the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely.
b)
The Company currently relies upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
c)
Lack of sufficient segregation of duties. Specifically, this material weakness is such that management must rely primarily on detective controls and controls could be strengthened by adding preventative controls to properly safeguard company assets.
Changes in Internal Controls
We have also evaluated our internal control for financial reporting and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no pending legal proceedings. The Company may subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than as previously disclosed, in the opinion of present management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows.
ITEM 1A. Risk Factors
Not required for smaller reporting companies.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
At inception and in connection the organization of the Company issued 1,000,000 shares of restricted common stock to Perry West for $1,000.00 and 750,000 shares of restricted common stock to John Potter $750.00.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Other Information
None
ITEM 5. Exhibits
a) | Exhibits |
31.1 |
| Section 302 Certification By Chief Executive Officer and Principal Financial Officer |
32.1 |
| Section 906 Certification of Principal Executive Officer and Principal Financial Officer |
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEW GLOBAL ENERGY, INC.
/s/ John Potter
_____________________________________
John Potter
CEO an Director
October 29, 2012
12
EXHIBIT 31.1
NEW GLOBAL ENERGY, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, John Potter, the Chief Executive Officer and Chief Financial Officer of New Global Energy, Inc. certify that:
1. I have reviewed this Form 10-Q of New Global Energy, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: October 29, 2012
/s/ John Potter
_____________________________________
John Potter
Chief Executive Officer and
Chief Financial Officer
13
EXHIBIT 32.1
NEW GLOBAL ENERGY, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of New Global Energy, Inc. (the Company) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John Foster, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to New Global Energy, Inc. and will be retained by New Global Energy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
October 29, 2012
/s/ John Potter
___________________
John Potter
Chief Executive Officer and
Chief Financial Officer
14