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, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From_______ to _______
333-179669 |
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 x No [ ]
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 2,833,309 outstanding shares as of November 15, 2012.
1
NEW GLOBAL ENERGY, INC.
PART I-- FINANCIAL INFORMATION
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Item 1. | Financial Statements unaudited | 3 |
| Consolidated Balance Sheets as of September 30, 2013 (Successor) and December 12, 2012 (Predecessor). | 3 |
| Consolidated Statements of Operations for the Three Months Ended September 30, 2013 (Successor), the Three Months ended September 30, 2012 (Predecessor), Six Months Ended June 30, 2013 (Predecessor) and Nine Months ended September 30, 2012 (Predecessor). (unaudited) | 4 |
| Consolidated Statement of Cash Flows for the Three Months Ended September 30, 2013 (Successor) and for the Six Months Ended June 30, 2013 (Predecessor) and the Nine Months Ended September 30, 2012 (Predecessor). (unaudited) | 5 |
| Notes to Interim Unaudited Financial Statements | 7 |
Item 2. | Management s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 16 |
Item 4. | Controls and Procedures | 16 |
PART II-- OTHER INFORMATION
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Item 1 | Legal Proceedings | 17 |
Item 1 A | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
Item 3. | Defaults Upon Senior Securities | 17 |
Item 4. | Other Information | 17 |
Item 5.. | Exhibits | 17 |
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| SIGNATURES | 18 |
2
ITEM 1. FINANCIAL STATEMENTS
New Global Energy, Inc. | ||
Consolidated Balance Sheets (Unaudited) | ||
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| September 30, 2013 (Successor) | December 31, 2012 (Predecessor) |
Assets |
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Current assets |
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Cash | $ 28,822 | $ 15,901 |
Inventory | 60,063 | 150,001 |
Total current assets | 88,885 | 165,902 |
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Equipment, net | 1,058,101 | 1,128,468 |
Other assets: |
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Goodwill | 3,954,473 | - |
Deposits | 461,592 | 6,238 |
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Total Assets | $ 5,563,051 | $ 1,300,608 |
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Liabilities and Stockholders' Deficiency |
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Current liabilities: |
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Accounts payable-trade | $ 308,729 | $ 314,811 |
Accrued expenses | 4,174 | - |
Due to related parties | 63,199 | 932,625 |
Preferred stock payable | 85,003 | 475,514 |
Current portion of long-term debt | 1,016,378 | 1,096,759 |
Derivative liability | 6,649,606 | 0 |
Total current liabilities | 8,127,089 | 2,819,709 |
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Long term debt | 381,780 | 1,123,110 |
Convertible note payable | 18,000 | - |
Total liabilities | 8,526,869 | 3,942,819 |
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Stockholders' Deficiency: |
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Preferred stock | - | - |
Common stock-100,000,000 authorized $0.0001 par value |
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2,833,309 issued & outstanding (1,855,700 in December) | 283 | 987,558 |
Additional paid-in capital | 6,039,972 | - |
Common stock subscriptions receivable | (106,036) | - |
Accumulated deficit | (9,239,984) | (3,629,769) |
Total Stockholders' Deficiency | (3,305,765) | (2,642,211) |
Non-controlling interest | 341,947 | - |
Total stockholders' deficit | (2,963,818) | (2,642,211) |
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Total Liabilities & Stockholders' Deficiency | $ 5,563,051 | $ 1,300,608 |
See notes to unaudited interim consolidated financial statements.
3
New Global Energy, Inc. | |||||
Consolidated Statements of Operations | |||||
(unaudited) | |||||
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| Three Months Ended September 30, 2013 (Successor) | Three Months Ended September 30, 2012 (Predecessor) |
| Six Months Ended June 30, 2013 (Predecessor) | Nine Months Ended September 30, 2012 (Predecessor) |
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Revenue | $ 73,966 | $ 80,575 |
| $ 153,314 | $ 230,320 |
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Costs & Expenses: |
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Cost of goods sold | 102,975 | 106,134 |
| 135,812 | 281,033 |
General & administrative | 159,707 | 97,293 |
| 206,868 | 326,044 |
Total Operating Costs & Expenses | 262,682 | 203,427 |
| 342,680 | 607,077 |
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Other Expenses: |
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Loss on Derivative Liabilities | 4,138,898 | - |
| - | - |
Interest expense & amortization of debt discount | 76,534 | 994,229 |
| 43,982 | 1,053,563 |
Total Other Expense | 4,215,432 | 994,229 |
| 43,982 | 1,053,563 |
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Loss from continuing operations before income taxes | (4,404,148) | (1,117,081) |
| (233,348) | (1,430,320) |
Provision for income taxes | - | - |
| - | - |
Net (loss) | (4,404,148) | (1,117,081) |
| (233,348) | (1,430,320) |
Net loss attributable to non-controlling interest | 17,624 | - |
| - | - |
Net loss attributable to New Global | $ (4,386,884) | $ (1,117,081) |
| $ (233,348) | $ (1,430,320) |
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Basic and diluted per share amounts: |
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Basic and diluted net loss | $ (1.55) | $ (3.39) |
| $ (0.25) | $ (4.35) |
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Weighted average shares outstanding (basic & diluted) | 2,829,156 | 329,186 |
| 951,752 | 329,186 |
See notes to unaudited interim consolidated financial statements.
4
New Global Energy, Inc. | |||
Consolidated Statements of Cash Flows | |||
(unaudited) | |||
| Three Months Ended September 30, 2013 (Successor) | Six Months Ended June 30, 2013 (Predecessor) | Nine Months Ended September 30, 2012 (Predecessor) |
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Cash flows from operating activities: |
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Net Loss | $ (4,404,148) | $ (233,348) | $ (1,430,320) |
Adjustments required to reconcile net loss |
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to cash used in operating activities: |
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Loss on derivative liabilities | 4,138,898 | - | - |
Depreciation | 24,300 | 48,600 | 56,285 |
Amortization of debt discount | 18,000 | - | - |
Increase in financing costs due to loan guarantees | - | - | 932,625 |
Changes in operating assets and liabilities: |
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(Increase) decrease in inventory | 46,996 | 43,156 | 47,123 |
Increase in other current assets | 33,500 | - | - |
Increase (decrease) in accounts payable | 117,305 | - | - |
Increase (decrease) in accrued expenses | 1,940 | (18,432) | 167,062 |
Cash used by operating activities | (23,209) | (160,024) | (227,225) |
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Cash flows from investing activities: |
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Purchase of equipment | - | - | (273,940) |
Acquisition costs | 3,820 | - | - |
Cash used in investing activities | 3,820 | - | (273,940) |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock | 6,850 | 54,999 | - |
Principal payments on long term debt | (100,854) | - | - |
Proceeds of notes payable |
| 96,272 | 498,803 |
Proceeds of convertible note advances | 134,500 | - | - |
Cash generated by financing activities | 40,496 | 151,271 | 498,803 |
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Change in cash | 21,107 | (8,753) | (2,362) |
Cash-beginning of period | 7,715 | 15,901 | 10,079 |
Cash-end of period | $ 28,822 | $ 7,148 | $ 7,717 |
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Supplemental Cash Flow Disclosure: |
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Discount on notes payable from derivative liabilities | $ 135,000 | $ - | $ - |
See notes to unaudited interim consolidated financial statements.
5
New Global Energy, Inc. |
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Consolidated Statement of Stockholders' Deficiency |
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(Unaudited) |
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| Common Stock |
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| Shares | Common Stock | Additional paid-in capital | Subscriptions Receivable |
| Accumulated Deficit | Total Equity (Deficit) |
Inception January 24, 2012 | - | $ - | $ - | $ - |
| $ - | $ - |
Stock issued for cash | 1,755,700 | 176 | 30,074 |
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| 30,250 |
Note converted to common stock | 100,000 | 10 | 99,990 |
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| 100,000 |
Beneficial conversion feature |
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| 27,157 |
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| 27,157 |
Offering costs |
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| (64,571) |
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| (64,571) |
Net Loss |
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| (39,547) | (39,547) |
Balance at December 31, 2012 | 1,855,700 | 186 | $ 92,650 | - |
| (39,547) | 53,289 |
Stock issued to acquire controlling interest in AFT | 577,609 | 58 | 3,465,599 | (112,886) |
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| 3,352,771 |
Note converted to common stock | 400,000 | 40 | 99,960 |
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| 100,000 |
Receipt of subscription |
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| 6,850 |
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| 6,850 |
Write off derivative liability due to conversion |
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| 2,381,763 |
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| 2,381,763 |
Net Loss |
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| (9,200,438) | (9,200,438) |
Balance at September 30, 2013 | 2,833,309 | $ 283 | $ 6,039,972 | $ (106,036) |
| $ (9,239,985) | $ (3,305,764) |
See notes to unaudited interim consolidated financial statements.
6
NEW GLOBAL ENERGY, INC.
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Note 1. | Basis of Presentation: |
The Consolidated Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2012 audited financial statements included in Form 10-K and should be read in conjunction with the Notes to Financial Statements which appear in that report.
The preparation of these consolidated 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 consolidated 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 three and nine-month periods ended September 30, 2013 and 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.
Principles of Consolidation: The 2013 financial statements include the accounts of New Global and its subsidiary Aqua Farming Tech, Inc. (AFT). All significant inter-company balances and transactions have been eliminated.
Basis of Presentation Predecessor: The accompanying predecessor financial statements have been prepared to present the statements of the financial position of AFT and statements of operations and cash flows of AFT for inclusion in the Companys Form 10-Q for purposes of complying with the rules and regulations of the SEC as required by S-X Rule 8-02. These statements include only those assets, liabilities and related operations of AFT. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America using AFT-specific information where available.
Summary of Significant Accounting Policies
Trade Accounts Receivable
Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. The reserve account at September 30, 2013 and December 31, 2012 was $0.
Inventory
The Companys inventory is valued at the lower of cost (first in, first out) or market using the retail method. Inventories consist of components and finished goods and are stated at the lower of cost or market. Cost is determined using the first-in first-out method.
Long-lived Assets
Long-lived assets are stated at cost. Maintenance and repairs are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is between five to thirty-nine years.
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Where an impairment of a propertys value is determined to be other than temporary, an allowance for the estimated potential loss is established to record the property at its net realizable value.
When items of building or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. The Company does not have any long-lived tangible assets, which are considered to be impaired.
Intangibles with Finite Lives
The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment, where applicable to all long lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
The Company does not amortize any intangible assets with finite lives.
Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined no impairment adjustment related to these intangibles was necessary.
Revenue Recognition
The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenues are generally recognized when it is realized and earned. Specifically, the Company recognizes revenue when the product is delivered and accepted by the customer. Revenues are earned from sales of the Companys fish..
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.
The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 2. | Stockholders' Equity: |
Recent Issuances
On April 1st, 2013 and July 23rd, 2013we issued 195,510 shares and 382,099 share of common stock, respectively, with an aggregate value of $3,465,656 for the acquisition of approximately 90.5% of Aqua Farming Tech (AFT) (see note 4). On June 19th, 2013 we issued 400,000 shares upon the conversion of a $100,000 note. The transactions were valued at $6.00 per share and $0.25 per share, respectively.
Note 3. Convertible Long-Term Debt:
During 2012, we issued two convertible promissory notes totaling $200,000. The notes bear interest at 2.00% and 2.95% per annum until paid or when converted. Both notes were converted to an aggregate of 500,000 shares. On July 19, 2013 we issued another unsecured convertible promissory note for $500,000. The note bears interest at 6% and converts at $0.25 per share. As of September 30, 2013 we owed $135,000 against this note and had $365,000 of unused credit.
8
The current and previous convertible debt was issued with an aggregate of 600,000 detachable warrants to purchase the Companys common stock. Each warrant entitles the holder to purchase one share at prices ranging from $1.00 to $3.00 and they expire at various dates in 2016. The exercise price of these warrants and the conversion rate of the debt is to be adjusted in the event that the Company issues or sells any shares of common stock, options, warrants or any convertible instruments (other than exempted issuances) at an effective price per share which is less than the exercise price of these warrants. Accordingly, in accordance with FASB ASC 815, the Company has accounted for these warrants as derivative liabilities. The aggregate fair value of the warrants and the conversion feature was determined to be $3,558,109 and $3,091,497, respectively, at September 30, 2013.
The Company values its warrant derivatives and simple conversion option derivatives using the Black-Scholes option-pricing model. Assumptions used include:
·risk-free interest rate- 0.13%-.0.36%
·warrant life is the remaining contractual life of the warrants,
·expected volatility-262% to 345%,
·expected dividends-none
·exercise prices as set forth in the agreements,
·common stock price of the underlying share on the valuation date, and
·number of shares to be issued if the instrument is converted
The following table summarizes the derivative liabilities included in the balance sheet:
| Totals | Warrants | Conversion Feature |
Fair value at December 31, 2012 | $ - | $ - | $ - |
Fair value of warrants issued or conversion feature | 9,040,019 | 3,563,009 | 5,477,010 |
Warrants converted or expired | (2,381,763) | - | (2,381,763) |
Adjustment to fair value at September 30th, 2013 | (8,650) | (4,900) | (3,750) |
Fair value at September 30, 2013 | $ 6,649,606 | $ 3,558,109 | $ 3,091,497 |
We determined that the derivative liabilities resulted in an additional $73,000 discount on the convertible notes payable. On June 19th, 2013 the note converted to common stock. The entire unamortized discount of $97,732 was expensed as an interest charge at that time.
Note 4. Acquisition of Aqua Farming Tech, Inc. (AFT):
The Company completed its purchase of 90.5% of Aqua Farming Tech, Inc. (AFT) on July 23, 2013 with the issuance of an additional 382,099 shares of common to acquire 764,199 more shares of AFY common. The increase in ownership from 30% to 90% required AFT to be included as a consolidated subsidiary as of that date. AFT is a California based company that operates a large aquaculture operation on two parcels of land totaling 118.9 acres. It includes a large working fish farm/hatchery, 90 masonry tanks, 5 wells, 12 earthen ponds, a newly constructed 221 kW-DC Photovoltaic electric generating system estimated to produce 381,267 kWh annually, a second newly constructed 176.25 kW-DC Photovoltaic System estimated to produce 286,996 kWh annually, a fish processing facility, shop facilities, 3 out buildings, 3 60KB generators, 1 200KB generator, 2 backhoes, 2 tractors, 1 delivery truck, various additional equipment and parts inventory as well as a fish inventory of nearly .5 million fish.
The allocation of the purchase price related to the acquisition is considered preliminary, largely with respect to certain acquired property, plant and equipment; intangible assets; and tax-related assets and liabilities. The impact on the consolidated balance sheet of the purchase price allocations related to the acquisition is as follows:
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| As of July 23, 2013 | |
| Non-Cash | |
Consideration: | Number | Value |
Common stock (1) issued in May, 2013 | 195,510 | $ 1,173,060 |
Common stock (1) issued in July, 2013 | 382,099 | 2,292,596 |
Total non-cash consideration |
| $ 3,465,656 |
Other consideration: |
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Cash paid |
| $ 55,548 |
Total consideration |
| $ 3,521,204 |
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Allocated to the assets and liabilities of AFT: |
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Assets |
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Cash |
| $ 7,148 |
Inventory |
| 106,845 |
Property & equipment |
| 1,082,401 |
Deposits |
| 461,592 |
Goodwill |
| 3,954,473 |
Stock subscriptions receivable |
| 112,886 |
Total assets |
| 5,725,345 |
Liabilities: |
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Accounts payable |
| 175,337 |
Due related parties |
| 74,588 |
Preferred stock payable |
| 85,003 |
Current & long-term debt |
| 1,509,642 |
Non-controlling interest |
| 359,571 |
Total liabilities and non-controlling interest |
| 2,204,141 |
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Net assets acquired |
| $ 3,521,204 |
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Valuation Notes: |
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(1) common stock valued at market quote of $6.00 per share |
Goodwill resulting from business the combination is largely attributable to the existing workforce of the acquired businesses.
A summary of property & equipment held by AFT on the accompanying balance sheets is as follows:
| Estimated Useful Life |
| September 30, 2013 |
| December 31, 2012 | |
Land | n/a |
| $ 389,355 |
| $ 389,355 | |
Building & improvements | 39 years |
| 755,235 |
| 755,235 | |
Solar equipment | 5 years |
| 273,940 |
| 273,940 | |
Machinery | 7 years |
| 365,010 |
| 365,010 | |
Vehicles | 5 years |
| 71,397 |
| 71,397 | |
Less accumulated depreciation |
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| (796,836) |
| (726,469) |
Net |
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| 1,058,101 |
| 1,128,468 |
Deposits during 2013 consist of $455,354 made on the purchase and installation of solar equipment on the AFTs property not yet placed in service.
10
A summary of debt held by AFT on the accompanying balance sheets is as follows:
| September 30, 2013 | December 31, 2012 |
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Seven unsecured notes payable with interest ranging from 0% to 10% | $ 288,100 | $ 1,042,552 |
Five secured notes payable with interest ranging from 0% to 10% | 1,110,058 | 1,177,317 |
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Total | 1,398,158 | 2,219,869 |
Less current portion | (1,016,378) | (1,096,759) |
Total | $ 381,780 | $ 1,123,110 |
Note 5. Fair Value Measurements
FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008.
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy defined by ASC 820 are as follows:
Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The Company uses Level 3 to determine the fair value of its derivative financial instruments.
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of September 30, 2013:
| September 30, 2013 | |||
Description of asset: | Level 1 | Level 2 | Level 3 | Total |
None | $ - | $ - | $ - | $ - |
Description of liabilities: |
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Derivatives | $ - | $ - | $ 6,649,606 | $ 6,649,606 |
11
Note 6. Warrants
In conjunction with the June 2012 offering, a total of 5,700 Class A Warrants and 5,700 Class B Warrants were issued to the individuals who purchased a unit. Both warrants are exercisable at $5.50 per share with Class A having a term of 1 year and Class B having a term of 3 years. Both warrants may be redeemed by the Company at $0.10 per warrant if the average mean bid and asked prices per share have been at least $7.50 on each of the 20 consecutive trading days ending on the third day before notice.
In conjunction with the issuance of the three convertible notes, a total of 600,000 warrants were issued with the convertible note exercisable at $1.00-$3.00 per share for a term of 3 years.
The following table summarizes common stock warrants issued and outstanding:
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| Warrants |
| Weighted average exercise price |
| Aggregate intrinsic value |
| Weighted average remaining contractual life (years) |
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Outstanding at December 31, 2011 |
| - |
| - |
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Granted |
| 411,400 |
| 1.12 |
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Exercised |
| - |
| - |
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Forfeited |
| - |
| - |
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Expired |
| - |
| - |
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|
|
|
|
|
|
|
Outstanding at December 31, 2012 |
| 411,400 |
| $ 1.12 |
| $ 2,417,100 |
| 2.45 |
|
|
|
|
|
|
|
|
|
Granted |
| 200,000 |
| 3.00 |
|
|
|
|
Exercised |
| - |
| - |
|
|
|
|
Forfeited |
| - |
| - |
|
|
|
|
Expired |
| 100 |
| 5.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2013 |
| 611,300 |
| $ 1.74 |
| $ - |
| 2.06 |
|
|
|
|
|
|
|
|
|
Warrants exercisable at September 30, 2013
|
|
|
|
|
|
|
Exercise prices |
| Number of shares |
| Weighted average remaining life (years) |
| Exercisable number of shares |
$ 1.00 |
| 400,000 |
| 2.22 |
| 400,000 |
$ 3.00 |
| 200,000 |
| 2.80 |
| 200,000 |
$ 5.50 |
| 11,300 |
| 1.36 |
| 11,300 |
Note 7. Subsequent Events:
12
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
During all periods included in this Quarterly Report, the Company has maintained consistent operations. As of the date of this report, the Company has had limited ongoing operations concentrating on the design and development of the Companys aquaculture and sustainable agriculture business which combines alternative energy production, sustainable agriculture and aquaculture. This design and development is managed by the Company and is completed using principally third party contract services. As of the date of this report the Company has not derived revenue from any farm operations resulting from this design and development. The Company has used existing capital or credit available to pay legal fees and expenditures to maintain the Company in compliance with Securities and Exchange Commission regulations such as accounting and auditing and other costs related to financial disclosure obligations. 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 covered by this report, 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.
The Company has been reviewing various real property alternatives that may include developed or partially developed resources 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.
As of May 20, 2013, the Company has completed the acquisition of 30.74% of Aqua Farming Tech, Inc. (AFT) from unrelated parties. AFT is a California company that operates a large aquaculture operation on two parcels of land totaling 118.9 acres. It includes a large working fish farm/hatchery , 90 masonry tanks, 5 wells, 12 earthen ponds, a newly constructed 221 kW-DC Photovoltaic electric generating system estimated to produce 381,267 kWh annually, a second newly constructed 176.25 kW-DC Photovoltaic System, which is estimated to produce 286,996 kWh annually, a fish processing facility, shop facilities, 3 out buildings, 3 60KB generators, 1 200KB generator, 2 backhoes, 2 tractors, 1 delivery truck, various additional equipment and parts inventory as well as a fish inventory of nearly .5 million fish.
As of July 23, 2013, the Company has completed the acquisition of an additional 764,199 shares of Aqua Farming Tech, Inc. (AFT) from unrelated parties giving it a total of approximately 90.5% of the outstanding shares or controlling interest of AFT . AFT continues to operate a large aquaculture operation on two parcels of land totaling 118.9 acres.
The Company expects to continue operation of this aquaculture operation with the application of concepts and technology expected to improve the productivity of the farm. There is no assurance that expected results will be obtained or that the Company will be successful in operating AFT operations.
In order to provide for additional operations and for the expansion of existing operations, the Company during the reported period, entered into a Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $500,000 due July 19, 2015 with interest at the rate of 6.00% per annum. As of the end of the reported period, the Company had drawn down $135,000 of the face amount of the Loan. Bio-Global Resources, Inc. is entitled to convert any amounts outstanding on the loan after 90 days from July 23, 2013 into the Companys common stock at the rate of $0.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a 200,000 warrants to purchase common shares at a price of $3.00 per share until July 19, 2018.
Funds from this credit facility provide for the Company to continue at an increased rate of operation including the assumption of operations of the Mecca and Thermal farms owned by AFT, for more than 6 months without additional funding. During this same period, the Company has advanced $104,500 for operations and expansion. Although the Company has successfully completed credit arrangements with Bio-Global Resources, Inc. before, there is no assurance that this transaction will be completed or that all of the funds will be available when requested by the Company.
13
The Company has been reviewing various additional real property alternatives that may include developed or partially developed resources 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 transaction not referred to above under contract and there is no assurance that the company will be able to complete such transactions.
The AFT farm properties both have had newly installed grid connected solar systems, one 221 kW system and one 176.25 kW system, which will assist in controlling operating costs consistent with the companys theory of operations.
In addressing a second major issue in aquafarming operations, water quality, the Company has entered into a Sales and Licensing Agent Representation Agreement and a Master Cooperation Agreement with OriginOil, Inc., a Nevada corporation with offices in Los Angeles, California covering the use and sale of OriginOil equipment by the Company.
Origin Oil develops technologies for licensing, and manufactures and sells components and equipment pertaining to decontaminating large volumes of water without using chemicals in the algae, oil & gas and aquaculture industries. The Company recently completed a demonstration of Origin Oils Electro Water Separation technology, its process for removing organic contaminants from very large quantities of water, on Aqua Farming Tech Incs aquaculture farm in Southern California.
Based upon the favorable results from these tests, both Companies elected to proceed with these agreements referenced above. Additional meetings between the parties are necessary in order to determine what if any financial results can reasonably be anticipated to flow to the parties from activities under these agreements. The Company is moving forward with the installation of equipment for long term testing and operation. The Company has not at this date obligated itself to any financial expenditure and there is no assurance that this test project will be successful or will result in ongoing savings or benefit to the Company
With regard to the Companys further expansion, A non-binding memorandum of understanding (MOU) has been entered into between New Global Energy, Inc. a Wyoming corporation (the Company) and Global Energy Technology Group, Inc. a Nevada corporation (GETG). It sets forth certain terms of a proposed transaction (the Proposed Transaction) between the parties thereto on the date of November 2, 2013. The Company has proposed an acquisition, merger, or combination in a tax free exchange (the Merger) with GETG. The Merger shall include an exchange of one-hundred percent (100%) of GETG shares for common shares of NGEY (the Exchange).
The Company will be the surviving entity (the Surviving Entity) of the Merger. The Surviving Entity will be domiciled in the state of Wyoming. The Parties agreed that a pre-money valuation (the Pre-Money Valuation) and a post-money valuation (the Post-Money Valuation) will be established for the Proposed Public Transaction. Parties mutually agree that the Pre-Money valuation is net of any debt, financial encumbrances, or other contingent obligations that would reduce net book value (equity) (the Net Book Value (Equity)), as in accordance with generally accepted accounting principles. The Post-Money Valuation will include a number of common shares (the Post-Money Common Shares) to be outstanding Post Merger, with the total amount subject to the total Post-Money Valuation. The agreement is subject to a vote of the shareholders of both the Company and GETG.
Forward-looking statements such as this are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include, without limitation: (1) the Merger may not be consummated in a timely manner, if at all; (2) the merger agreement may be terminated in circumstances that require the Company to pay a termination fee or reimburse certain expenses; (3) the diversion of management's attention from the Company's ongoing business operations; (4) the ability of the Company to retain and hire key personnel; (5) the effect of the announcement of the Merger on the Company's business relationships, operating results and business generally; (6) competitive responses to the proposed Merger; and (7) the failure to obtain the requisite approvals to the Merger, such as stockholder approval. The Company expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Results of Operations (Successor) for the Three Months ended September 30, 2013
The Company had consolidated revenues for the three month period ended September 30 2013 of $73,966 after cost of goods sold of $102,975 primarily from the sale of live fish. Selling, general and administrative expenses for the same three months ended September 30, 2013 were $159,707.00 although the Company showed a total net loss for Three Month period of $4,386,525 due substantially to a derivative valuation charge of $4,138,898 and interest expense and amortization of Debt in the amount of $76,534. Consolidated Operations showed a loss for the Three Months ended September 30, 2013 of $1.55 per share.
14
Results of Operations (Successor) for the Nine Months ended September 30, 2013
The Successor revenues for the nine month period ended September 30 2013 of $230,320 after cost of goods sold of $281,033 primarily from the sale of live fish. Selling, general and administrative expenses for the same nine months ended September 30, 2013 were $326,044.00 although the Company showed a total net loss for Nine Month period of $1,430,320 due substantially to a interest charges of $1,053,563. AFT Successor showed a weighted (basic and diluted) loss for the Nine Months ended September 30, 2013 of $4.35 per share.
Liquidity and Capital Resources
|
| AFT Successor Cash Flows |
|
| Nine Months Ended |
|
| September 30, 2013 |
Net Cash Generated by Operating Activities |
| $ (227,225) |
Net Cash Generated by investing Activities |
| $ (273,940) |
Cash Flows provided by financing Activities |
| $ 498,803 |
Cash Beginning Period |
| $ 10,079 |
Cash Ending September 30, 2013 |
| $ 7,717 |
Financing Activities
The Company is currently pursuing the planning stage of its business plan with limited of cash outlays for operating expenses. Non cash contributions are being made by management and it would expect to continue at this rate of operation. 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.
In June 2012, the Company 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 one 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 $5.50 during the period ending three years from date of issue, of New Global Energy, Inc. Both warrants may be redeemed by the Company at $0.10 per warrant if the average mean bid and asked prices per share have been at least $7.50 on each of the 20 consecutive trading days ending on the third day before notice. The offering was a self-underwritten offering, which means that it does not involve the participation of an underwriter or broker. The Company as of this date has sold 5,700 of the units for total proceeds of $28,500.00. Because of the level of interest, the Company elected not to sell further units under this offering.
On January 20, 2012, the Company entered into a loan agreement with Bio-Global Resources, Inc. for the amount of $100,000 due January 20, 2014 with interest at the rate of 2.95% per annum. On September 20, 2012 and November 5, 2012, the full principal of the note was converted into 100,000 common shares. Until January 2014, Bio-Global Resources, Inc. is entitled pro rata to a number of warrants to purchase common shares at a price of $1.00 per share until November 15, 2014. the Company entered into a Second Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $100,000 due November 15, 2014 with interest at the rate of 2.50% per annum. Bio-Global Resources, Inc. was entitled to convert any amounts outstanding on the loan after 90 days from November 15, 2012 into the Companys common stock at the rate of $.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a number of warrants to purchase common shares at a price of $1.00 per share until November 15, 2014. During the Six Months ended June 30, 2013, Bio-Global Resources, Inc. elected to convert the principal amount of the loan to common stock and the loan has been satisfied.
15
During the reported period, the Company in order to provide for additional operations including AFT, entered into a Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $500,000 due July 19, 2015 with interest at the rate of 6.00% per annum. As of this date, the Company had drawn down $135,000 of the face amount of the Loan. Bio-Global Resources, Inc. is entitled to convert any amounts outstanding on the loan after 90 days from July 23, 2013 into the Companys common stock at the rate of $0.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a 200,000 warrants to purchase common shares at a price of $3.00 per share until July 19, 2018.
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.
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.
16
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. In November of 2012 the Company issued 100,000 shares of its restricted common stock to Bio-Global Resources, Inc. an unrelated third party company in full satisfaction of amounts under a promissory note dated September 20, 2012.
During the prior reported period, the Company issued 400,000 common shares (restricted) to Bio-Global Resources, Inc. for and in exchange the conversion and satisfaction of a promissory note in the amount of $100,000 from the Company dated November 15, 2012.
Also during the prior reported period, for the purchase of the 30.74% interest in Aqua Farming Tech, Inc. (AFT) from 19 shareholders for a total price of $1,173,060 the Company issued 195,510 shares of common stock of the Company at a value of $6.00 per share.
During the reported period, The Company purchased an additional 764,199 shares of AFT from unrelated parties giving it a total of approximately 90.5% of the outstanding shares of AFT or controlling interest for a total price of $2,292,596. The purchase price was paid with of 382,099 shares of common stock of the Company for a value of $6.00 per share.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Other Information
None
ITEM 5. 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 |
17
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/ Perry West
Perry West
CEO and Director
November 22, 2013
18
EXHIBIT 31.1
NEW GLOBAL ENERGY, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Perry West, 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/ Perry West
Perry West
Chief Executive Officer and
Chief Financial Officer
19
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, 2013 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.
November 22, 2013
/s/ Perry West
Perry West
Chief Executive Officer and
Chief Financial Officer
20