Attached files
| file | filename |
|---|---|
| EX-31.1 - 302 CERTIFICATION - Purthanol Resources Ltd | ex31_1302cert.htm |
| EX-32 - 906 CERTIFICATION - Purthanol Resources Ltd | ex32_906cert.htm |
| EX-31.2 - 302 CERTIFICATION - Purthanol Resources Ltd | ex31_2302cert.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2013
Commission File Number 000-33271
PURTHANOL RESOURCES LIMITED
(Formerly GLOBAL BIOTECH CORP.)
| Delaware | 98-022951 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
Address of Principal Executive Offices)
2711 Centreville Rd Suite 400
Wilmington, Delaware 19808
Issuer's telephone number: (302) 288-0658
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common stock, par value $0.0001 per share Preferred stock, par value $0.0001 per share
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act- [x] NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15 (d) of the Act- [x] NO
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days -Yes |X|
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 [X] No
Check if there is no disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K, is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information, statements incorporated by reference in Part 3 of this Form 10-K or any amendment to this Form 10-K- NO [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. [ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company) [X] Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act) - NO [x]
Issuer's revenues for its most recent fiscal year: $312,200
As of March 13, 2014, the aggregate market value of the issuer's common stock based on its reported price on the OTC Bulletin Board held by non-affiliates of the issuer was approximately $2,776,858.
At March 13, 2014 185,123,890 shares of issuer's common stock were outstanding.
PURTHANOL RESOURCES LIMITED
( Formerly GLOBAL BIOTECH CORP.)
FORM 10-K ANNUAL REPORT
| SECTION | ||||
| PART 1 | 4 | |||
| Item 1. | Business | 4 | ||
| Item 2. | Properties | 9 | ||
| Item 3. | Legal Proceedings | 9 | ||
| Item 4. | Mine Safety disclosures | 9 | ||
| PART 2 | 9 | |||
| Item 5. | Market for Registrant's Common Equity and Related Stockholders’ Matters and Issuer Purchases of Equity Securities | 9 | ||
| Item 6. | Selected Financial Data | 12 | ||
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operation | 12 | ||
| Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 14 | ||
| Item 8. | Financial Statements and Supplementary Data | 14 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 14 | ||
| Item 9A. | Controls and Procedures | 15 | ||
| Item 9B. | Other Information | 16 | ||
| PART 3 | 16 | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 16 | ||
| Item 11. | Executive Compensation | 18 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19 | ||
| Item 13. | Certain Relationship and Related Transactions, and Director Independence | 20 | ||
| Item 14. | Principal Accountant Fees and Services | 20 | ||
| PART 4 | 20 | |||
| Item 15. | Exhibits, Financial Statement Schedule | 20 | ||
(a) Business Development
GLOBAL BIOTECH CORP. ("Global"), formerly (Sword Comp-Soft Corp.) was organized on November 2, 1998. Its goal was to bring interactive healthcare information services utilizing the Internet to the consumer, the end user, to access what they, as individuals, need.
As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. Global’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet. As of February 24, 2005,Global concluded that this venture was unsuccessful. On August 15, 2007 Global acquired from Advanced Fluid Technologies Inc. a Delaware corporation, assets pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. The corporation has not abandoned this business segment, but is now concentrating its efforts on its current acquisition.
On September 10, 2013, Global acquired from Purthanol International Ltd. their know-how and all technical aspects of the Purthanol extraction process, the two (2) purchase orders on hand (for forward delivery of Athanol, Purthanol’s ethanol product, within the next 12 months, or later if agreed to by both parties). The consideration for all the above was 70 million newly issued common shares of Global valued at $700,000. A part of said agreement is a non-compete clause with Global.
(b) Business of Issuer
Global’s primary mission is to use the Purthonal process methodology, acquired in September 2013, to produce an ethanol fuel alternative, our product named Athanol, in order to fulfill 2 orders on hand totaling $28.5 million USD. These orders are not contractual obligations, in any form. Should the Company not fulfill these orders, there are no penalties attached or other non-performance compensation due. These orders are due for delivery within 12 months and we may not be able to fully satisfy them and the customers may not agree to extend the deliver time. Nonetheless, at the least the customer will compensate us for whatever is delivered to that date. Further, based on informal discussions with the customers they have indicated that they are very eager to get deliveries of the product and expect that extending the orders should not be a problem. While the Company believes this to be the case, there is no certainty that it will transpire this way.
Ethanol Product Environmental Benefits
Ethanol is one of the best tools we have to fight air pollution from vehicles. And there is no fuel available at scale today that matches ethanol's ability to improve overall environmental quality compared to gasoline. From its biodegradable nature to reductions in greenhouse gas and tailpipe emissions, ethanol provides a tool to address environmental concerns. Ethanol contains 35% oxygen. Adding oxygen to fuel results in a more complete fuel combustion, reducing harmful tailpipe emissions and helps to displace the use of toxic gasoline components such as benzene, a carcinogen. Ethanol is a renewable fuel produced from plants, unlike petroleum-based fossil fuels that have a limited supply and are the major contributor of carbon dioxide (CO2) emissions, a greenhouse gas (GHG). Independent analyses comparing ethanol and gasoline show ethanol reduces GHG emissions from 30-50%. A study published by Yale University's Journal of Industrial Ecology found that GHG emissions from ethanol produced at modern dry-mill facilities are "... equivalent to a 48 percent to 59 percent reduction compared to gasoline, a twofold to threefold greater reduction than reported in previous studies. In 2012, the 13.2 billion gallons of ethanol produced reduced greenhouse gas emissions from on-road vehicles by 33.4 million tons. That's equivalent to removing 5.2 million vehicles from the road for one year. According to a University of California-Berkeley study, "Ethanol Can Contribute to Energy and Environmental Goals," the production of ethanol reduces petroleum use 95% as compared to gasoline refining.
Using ethanol helps lower gasoline prices by expanding gasoline supplies and reducing the need for importing expensive, high-octane, petroleum-based gasoline components or more crude oil. Adding some 13 billion gallons to the nation's motor fuel pool - and blending it with gasoline in E10 - has a similar effect to the U.S. oil industry finding a way to extract 10% more gasoline from a barrel of oil. Since the supply of motor fuel is increased, there is a downward pressure on prices. A study by Iowa State University and the University of Wisconsin found that in 2010, domestic ethanol production helped keep gasoline prices $0.89 lower per gallon than they otherwise would have been. For the first decade of the 2000’s, the researchers found ethanol’s price-lowering impact averages $0.25 per gallon. Source: “The Impact of Ethanol Production on US and Regional Gasoline Markets: An Update to May 2009,” Xiaodong Du and Dermot J. Hayes, April 2011. A May 2010 report found that the average American household is saving approximately $200-400 per year on gasoline because of ethanol's inclusion in the U.S. fuel supply.
MARKET
Today, ethanol is blended in nearly every gallon of unleaded gasoline sold in the U.S.
| Annual Fuel Ethanol Production by Country (2007–2011) Top 10 countries/regional blocks (Millions of U.S. liquid gallons per year) | ||||||
| World rank |
Country/Region | 2011 | 2010 | 2009 | 2008 | 2007 |
| 1 |  United
States |
13,900 | 13,231 | 10,938 | 9,235 | 6,485 |
| 2 |  Brazil |
5,573.24 | 6,921.54 | 6,577.89 | 6,472.2 | 5,019.2 |
| 3 |  European Union |
1,199.31 | 1,176.88 | 1,039.52 | 733.60 | 570.30 |
| 4 |  China |
554.76 | 541.55 | 541.55 | 501.90 | 486.00 |
| 5 |  Thailand |
435.20 | 89.80 | 79.20 | ||
| 6 |  Canada |
462.3 | 356.63 | 290.59 | 237.70 | 211.30 |
| 7 |  India |
91.67 | 66.00 | 52.80 | ||
| 8 |  Colombia |
83.21 | 79.30 | 74.90 | ||
| 9 |  Australia |
87.2 | 66.04 | 56.80 | 26.40 | 26.40 |
| 10 | Other | 247.27 | ||||
| World Total | 22,356.09 | 22,946.87 | 19,534.993 | 17,335.20 | 13,101.7 | |
| U.S. production and imports (2001–2010) (Millions of U.S. liquid gallons) | ||||||||||||||||||||
| Year | Production | Imports | Demand | |||||||||||||||||
| 2001 | 1,770 | n/a | n/a | |||||||||||||||||
| 2002 | 2,130 | 46 | 2,085 | |||||||||||||||||
| 2003 | 2,800 | 61 | 2,900 | |||||||||||||||||
| 2004 | 3,400 | 161 | 3,530 | |||||||||||||||||
| 2005 | 3,904 | 135 | 4,049 | |||||||||||||||||
| 2006 | 4,855 | 653 | 5,377 | |||||||||||||||||
| 2007 | 6,500 | 450 | 6,847 | |||||||||||||||||
| 2008 | 9,000 | 556 | 9,637 | |||||||||||||||||
| 2009 | 10,600 | 190 | 10,940 | |||||||||||||||||
| 2010 | 13,230 | 10 | 13,184 | |||||||||||||||||
PURTHANOL’S ETHANOL PRODUCT-ATHANOL
Athanol, unlike most ethanol products produced from corn, is produced from sweet sorghum, historically cultivated as a source of sugar. In 1853, the crop was introduced to North American from Tropical Africa. Owing to its origins, the species is a hardy crop, capable of growing in harsh environments, such as hot and dry regions of the world. Thus, sweet sorghum is better suited than corn as a source of renewal fuel in regions where corn is poorly adapted.
The United States produces and consumes more ethanol fuel than any other country in the world. The production of fuel ethanol from corn in the United States is controversial for a few reasons. Production of ethanol from corn is 5 to 6 times less efficient than producing it from sugarcane. Ethanol production from corn is highly dependent upon subsidies and it consumes a food crop to produce fuel. A much more efficient way of ethanol production has been suggested to use sugar beets or sweet sorghum which make about the same amount of ethanol as corn without using the corn food crop especially since they can both grow in less tropical conditions than sugar cane.The crops of corn, sugarcane and grain sorghum have enjoyed extensive research and development, including improved genetics and refined agronomic practices, such as fertilizer materials, rates and application timing.
ATHANOL ORDERS ON HAND
Purthanol has 2 orders on hand, from 2 energy corporations, one in Brazil for $25 million USD and the other Mexico for $3.5 million USD. Since 2009 the Brazilian ethanol industry has experienced financial stress due to the credit crunch caused by the economic crisis of 2008, poor sugarcane harvests due to unfavorable weather; high sugar prices in the world markets that made it more attractive to produce sugar rather than ethanol; and other domestic factors that resulted in a decline of its annual production despite a growing demand in the local market. Brazilian ethanol fuel production in 2011 was 21.1 billion liters (5.6 billion U.S. liquid gallons), down from 26.2 million liters (6.9 billion gallons) in 2010. A supply shortage took place for several months during 2010 and 2011 and prices climbed to the point that ethanol fuel was no longer attractive for owners of flex-fuel vehicles; the government reduced the minimum ethanol blend in gasoline to reduce demand and keep ethanol fuel prices from rising further; and for the first time since the 1990s, ethanol fuel was imported from the United States. Fulfilling the purchase orders on hand should ensure that we will be called upon to deliver more ethanol fuel products, such as our Athanol, for the foreseeable future.
These orders are due for delivery within 12 months and we may not be able to fully satisfy them and the customers may not agree to extend the deliver time. Nonetheless, at the least the customer will compensate us for whatever is delivered to that date. Further, based on informal discussions with the customers they have indicated that they are very eager to get deliveries of the product and expect that extending the orders should not be a problem. While the Company believes this to be the case, there is no certainty that it will transpire this way.
AQUABOOST
Once funding is in place to produce the ethanol orders on hand, Global will look to position AquaBoost (TM), its bottled oxygenated water, as an energizing alternative to soft drinks and as a beverage with more health benefits than ordinary water. To date, the aforementioned product has had minimal sales and the Company will endeavor, but can offer no guarantees, to raise its sales level.
OXYGENATED WATER, THE PRODUCT
Oxygen enriched water is water that is treated, combined or infused with oxygen. Most oxygen enriched water companies claim that their water contains around seven times the oxygen of natural, mineral, tap or spring water. For many of the available brands the oxygen content is acknowledged to decrease over time (giving products a shorter shelf life) and also decreases when the oxygen-enriched water bottle is opened, as the oxygen slowly dissipates. Oxygenated water is a convenient source of additional oxygen for the body. The benefits of additional oxygen, according to the studies run and research done, include increased cardiovascular and muscular endurance. Oxygenated water raises the body's energy levels, improves concentration, calms the nervous system, and helps to remove toxins (See Tests and Studies sections of 10-K November 30, 2012).
BOTTLED WATER MARKET
Worldwide sales in the fast-growing bottled water industry have risen annually, over the past decade, surpassing $60 billion US in 2011. The United States market, the leading consumer of bottled water was $11.1 billion. Bottled water sales grew at a 16% non-compounded annual rate between 2002-2011 to reach 280 billion litres. Oxygenated bottled water is a sub-category, one of the groups of specialty beverages, of the broader bottled water market. Zenith International, a British food industry consultant, stated, in its January 2005 report, that the worldwide sales of bottled oxygenated water in 2004 reached 110 million litres, a growth of 30% from previous year and 65% during the past 2 years. The 2004 sales figures for oxygenated bottled water were 32 million litres for the United States and 40 million litres for Europe, respectively. As per the previously mentioned Zenith report, oxygenated water sales should have doubled between 2004 and the year 2008, yielding an annual growth rate of 20%.
AQUABOOST(TM)
AquaBoost(TM) is "oxygenated" water: it has been treated to retain oxygen in concentrations far higher than those found in nature. For example, water can retain 9 parts per million (ppm) of oxygen at 20(degree) under a pressure of one atmosphere. Studies conducted by the Quebec government have confirmed that our water contained at least 20 ppm - the highest concentration detectable by the government lab's measurement instruments. Our own tests established that AquaBoost(TM) contained in excess of 80 ppm and even exceeded 100 ppm, even six months after bottling (See Tests and Studies section 10-K November 30, 2012).
POTENTIAL CONSUMERS
AquaBoost(TM) offers important benefits to consumers. In raising their oxygen levels, people not only feel better and have increased energy levels, they also think more clearly and function at peak performance for longer periods of time, improving their work and leisure time productivity.
An in house survey of potential AquaBoost(TM) customers and the 2005 report of Zenith International tell us that they are health-conscious, men and women who will benefit from the additional oxygen in their bodies. They lead active lifestyles, engage in sports and other physical activities and are looking for healthy, nourishing alternatives to soft drinks and other traditional beverages.A secondary group that we have identified, through the same research, are the elderly, who may encounter oxygen deprivation through illness and physical trauma. Oxygen reduces the effectiveness of pathogenic bacteria and viruses. As a simple source of oxygen. AquaBoost(TM) can offer these consumers better health.
As with many scientific claims, there are detractors from the benefit of ingesting oxygen enriched water. The tests and studies we have quoted in our 10-K- November 30, 2012 are the validation for our beliefs in the benefit of oxygenated water.
Business Objectives and Milestones
Global’s primary mission is to use the Purthonal process methodology to produce an ethanol fuel alternative in order to fulfill 2 orders on hand totaling $28.5 million USD. . These orders are not contractual obligations, in any form. Should the Corporation not fulfill these orders, there are no penalties attached or other non-performance compensation due. These orders are due for delivery within 12 months and we may not be able to fully satisfy them and the customers may not agree to extend the deliver time. Nonetheless, at the least the customer will compensate us for whatever is delivered to that date. Further, based on informal discussions with the customers they have indicated that they are very eager to get deliveries of the product and expect that extending the orders should not be a problem. While the Company believes this to be the case, there is no certainty that it will transpire this way.
October 2013-acquisition of Purthonal process methodology to produce an ethanol fuel alternative finalized- cost 70 million treasury shares of Global Biotech (now renamed Purthanol Resources Limited)
Q2 -2014 secure funding for the micro-distilleries (production equipment that turns raw material-specifically sweet sorghum into ethanol) that will be capable of producing the $22 million of ethanol needed to fulfill our purchase orders. $1 million is needed to fund an insurance bond that will secure a lease to purchase contract for $10 million worth of equipment.
Q2 -2014 secure funding for the raw material necessary to commence production of the aforesaid ethanol product- $1 million to cover material costs and labor to harvest the plant material, and another $500,000 to cover all initial start-up and ancillary costs.
By end of Q3-2014 –Commence production of ethanol and deliver first shipments to clients, use cash flow to continue production of Athanol (our ethanol product name) until the orders are completed, expected to be in Q2 2015.
Funding for the $2.5 million needed to commence the project, until sales cash flow comes on line, is expected either from parties looking to acquire an exclusive territory (country or continental region) license for the Purthanol process, from investors interested either in a profit sharing arrangement or purchase of Purthanol shares as an equity stake or a combination of the above. Talks are ongoing with several parties, who have expressed an interest in the various above scenarios.
In order to carry out our business plan and fulfill our orders on hand we would need
- $2.5 million. Please see the above section, Business Objectives and Milestones, which clearly delineates the funds needed and the sources of those that are availa
- To strengthen its investor relations program, to increase shareholder value and increase public investors’ interest in the Company; and
- To complete development of additional oxygenated and non-oxygenated drinks with nutraceutical values, which can be added to the Company’s product offering, distributed by others, or licensed to others.
EMPLOYEES
There are no signed contracts with any employees. At the current time the following officers are its only employees:
Leonard Stella-CEO-Director
Hired in July of 2013, to bring his strategic vision of the future to Global and to jumpstart its revenue stream. Will be devoting his full –time efforts to the Company and is a resident of Montreal.
Louis Pharand – President and Director
Hired in September 2013 to coordinate and implement the purthanol project. His ability to implement programs and to communicate directly with heads of states and international business people will help to make this venture a success. Resident of Quebec.
Yehuda Kops-CFO-Director
Hired in July of 2013, to bring his expertise in SEC filings and overall financial and fiscal acumen to the Company. Currently devotes all the time necessary to bring the financial and regulatory filings to a current status and is a Montreal resident
Gilles Lamarre- Vice President-Director
Responsible for assisting the President with general oversight of the Company, its operations and shareholder communications. Currently, he devotes the time necessary to the Company and is a Montreal resident
.Although the aforementioned four officers did not work full time for GLOBAL; each one devoted an adequate amount of time to accomplish his role in the corporate structure. Whenever it is necessary, each of these officers puts in work time over and above their regularly scheduled workday. Once sales and production are in place they will devote more time to the Company.
ITEM 2. DESCRIPTION OF PROPERTIES
Our head office is located at 2711 Centerville Rd Suite 400 in Wilmington, Delaware. We do not have a physical office in Canada.
We are not involved in any material legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS AND ISSUER AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's Common Stock is currently quoted for trading on the Over The Counter Bulletin Board Market under the symbol PURT. The following table sets forth the range of quarterly, high and low sale prices for the Company's Common Stock from fiscal 2010 to date. The quotations represent inter-dealer quotations without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.
| Common stock | High | Low | ||||||
| 2010 | ||||||||
| First Quarter | $ | 0.30 | $ | 0.07 | ||||
| Second Quarter | $ | 0.39 | $ | 0.03 | ||||
| Third Quarter | $ | 0.10 | $ | 0.02 | ||||
| Fourth Quarter | $ | 0.05 | $ | 0.02 | ||||
| 2011 | ||||||||
| First Quarter | $ | 0.06 | $ | 0.01 | ||||
| Second Quarter | $ | 0.03 | $ | 0,01 | ||||
| Third Quarter | $ | 0.02 | $ | 0.01 | ||||
| Fourth Quarter | $ | 0.01 | $ | 0.01 | ||||
| 2012 | ||||||||
| First Quarter | $ | 0.01 | $ | 0.01 | ||||
| Second Quarter | $ | 0.01 | $ | 0,01 | ||||
| Third Quarter | $ | 0.01 | $ | 0.01 | ||||
| Fourth Quarter | $ | 0.01 | $ | 0.01 | ||||
| 2013 | ||||||||
| First Quarter | $ | 0.01 | $ | 0.01 | ||||
| Second Quarter | $ | 0.01 | $ | 0.01 | ||||
| Third Quarter | $ | 0.01 | $ | 0.02 | ||||
| Fourth Quarter | $ | 0.01 | $ | 0.04 | ||||
| First Quarter | $ | 0.01 | $ | 0.01 | ||||
Of the 185,123,890 shares of common stock outstanding, 104,311,900 shares are currently subject to the resale restrictions and limitations of Rule 144. In general, under Rule 144 as currently in effect, subject to the satisfaction of certain other conditions, a person, including an affiliate, or persons whose shares are aggregated with affiliates, who has owned restricted shares of common stock beneficially for at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed 1% of the
total number of outstanding shares of the same class. In the event the shares are sold on an exchange or are reported on the automated quotation system of a registered securities association, you could sell during any three-month period the greater of such 1% amount or the average weekly trading volume as reported for the four calendar weeks preceding the date on which notice of your sale is filed with the SEC. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.
A person who has not been an affiliate for at least the three months immediately preceding the sale and who has beneficially owned shares of common stock for at least two years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.
(b) Holders
As of March 13, 2014, there were over 280 holders of the Company's common stock.
(c) Dividends
The Company has had no earnings to date, nor has the Company declared any dividends to date. The payment by the Company of dividends, if any, in the future, rests within the discretion of its Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and its financial condition, as well as other relevant factors. The Company has not declared any cash dividends since inception, and has no present intention of paying any cash dividends on its Common Stock in the foreseeable future, as it intends to use earnings, if any, to generate growth.
(d) Recent Sales of Unregistered Securities.
Common Stock
(a) Common or Preferred Stock
The Company is authorized to issue 260,000,000 shares of Common Stock, $0.0001 par value, of which 185,123,890 shares were issued and outstanding as of the date hereof. Each outstanding share of Common Stock is entitled to one (1) vote, either in person or by proxy, on all matters that may be voted upon the owners thereof at meetings of the stockholders.
The holders of Common Stock: (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights, or redemption or sinking fund provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders.
Holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the individuals holding Common Stock with voting rights to more than 50% of eligible votes, voting for the election of directors, can elect all directors of the Company if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the Company's directors.
The Company is authorized to issue 80,000,000 shares of Preferred Stock, $0.0001 par value, of which 0 shares were issued and outstanding as of the date hereof.
(b) Debt Securities.
The Company has not issued any debt securities to date.
(c) Other securities to be registered
None
ITEM 6. SELECTED FINANCIAL DATA.
N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Special Note Regarding Forward-Looking Statements
Some of the statements under "Plan of Operations", "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends," and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.
Plan of Operation.
The following discussion should be read in conjunction with the financial statements and related notes, which are included elsewhere in this prospectus. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product.
GLOBAL BIOTECH CORP. ("Global"), formerly (Sword Comp-Soft Corp.) was organized on November 2, 1998 to bring interactive healthcare information services utilizing the Internet to the consumer. As of March 5, 2003 this business was sold. Global’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology. As of February 24, 2005, Global concluded that this venture was unsuccessful. On August 15, 2007 Global acquired from Advanced Fluid Technologies Inc. a Delaware corporation, assets pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. The corporation has not abandoned this business segment, but is now concentrating its efforts on its current acquisition.
On September 10, 2013, Global acquired from Purthanol International Ltd. their know-how and all technical aspects of the Purthanol extraction process, two (2) purchase orders on hand (for forward delivery of Athanol, Purthanol’s ethanol product, within the next 12 months, or later if agreed to by both parties). The consideration for all the above was 70 million newly issued common shares of Global valued at $700,000. A part of said agreement is a non-compete clause with Global.
Global’s primary mission is to use the Purthonal process methodology, acquired in September 2013, to produce an ethanol fuel alternative, our product named Athanol, in order to fulfill 2 orders on hand totaling $28.5 million USD. These orders are not contractual obligations, in any form. Should the Company not fulfill these orders, there are no penalties attached or other non-performance compensation due. These orders are due for delivery within 12 months and we may not be able to fully satisfy them and the customers may not agree to extend the deliver time. Nonetheless, at the least the customer will compensate us for whatever is delivered to that date. Further, based on informal discussions with the customers they have indicated that they are very eager to get deliveries of the product and expect that extending the orders should not be a problem. While the Company believes this to be the case, there is no certainty that it will transpire this way.
Business Objectives and Milestones
Q2 -2014 secure funding for the micro-distilleries (production equipment that turns raw material-specifically sweet sorghum into ethanol) that will be capable of producing the $22 million of ethanol needed to fulfill our purchase orders. $1 million is needed to fund an insurance bond that will secure a lease to purchase contract for $10 million worth of equipment.
Q2 -2014 secure funding for the raw material necessary to commence production of the aforesaid ethanol product- $1 million to cover material costs and labor to harvest the plant material, and another $500,000 to cover all initial start-up and ancillary costs.
By end of Q3-2014 –Commence production of ethanol and deliver first shipments to clients, use cash flow to continue production of Athanol (our ethanol product name) until the orders are completed, expected to be in Q2 2015.
Funding for the $2.5 million needed to commence the project, until sales cash flow comes on line, is expected either from parties looking to acquire an exclusive territory (country or continental region) license for the Purthanol process, from investors interested either in a profit sharing arrangement or purchase of Purthanol shares as an equity stake or a combination of the above. Talks are ongoing with several parties, who have expressed an interest in the various above scenarios.
July 3, 2013 Mr. Leonard Stella joined the Company as its CEO and a Director.
On July 3, 2013 Mr. Yehuda Kops joined the Company as its CFO and a Director.
On September 3, 2013 Mr. Louis Greco resigned and Mr. Louis Pharand took his position in the Company as its President and a Director.
On September 3, 2013 Mr. Serge Mersilian joined the Company as its Director of Communications
On September 10, 2013,Global acquired, from Purthanol International, their know-how and all technical aspects of the purthanol extraction process. Further, they also acquired all purchase orders on hand (for forward delivery of purthanol within the next 12 months, or later if agreed to by both parties). The consideration for all the above was 70 million newly issued common shares of Global valued at $700,000. A part of said agreement is a non-compete clause with Global.
On December 16, 2013, finalized an agreement with the owner of Biocardel Quebec, a privately held company, to acquire 100% of all outstanding shares of that corporation for $5 million, payable $100,000 at signing of the Agreement, $2,400,000 in 9 months, as a balance of sale and $2,500,000 in preferred convertible shares of Global. These shares are convertible at a 25% discount to the 90 trading -day average sales price of the common shares, whenever Global chooses to exercise the conversion rights. Biocardel owns a production facility in Richmond, Quebec, that turns biologic oil waste products and byproducts into biodiesel fuel, a commodity in demand in both North America and Europe.
On February 4, 2014 FINRA accepted the Corporate name change from Global Biotech Corp. to Purthanol Resources Limited, as well the symbol change to PURT from GBIQ.
Year ended November 30, 2013 compared to November 30, 2012
We had revenue of $312,200 in 2013. This was comprised of the sale of a Purthanol territorial license for the Province of Quebec for $312,200. We had $0 in revenue in 2012
In 2013 we had $15,000 of professional fees and $11,000 in 2012. We had $671,388 of SG&A expenses in 2013 and $215,875 in 2012, a difference of $455,513. This was made up of a salaries accrual of $100,000
in 2013 and $150,000 in 2012, as well as automobile allowances of $6,000 vs $12,200 in 2012. We had $5,500 of extra regulatory costs in 2013 vs 2012 and $461,600 in extra consulting fees in 2013 over 2012, and $33,500 in extra PR costs in our effort to fund and strategize our newly acquired Purthanol Process asset. Other extra SG&A costs were $11,000 higher than 2012.
We had net Other Income of $162,200 in 2013. This was comprised of the sale of a Purthanol territorial license for $312,200 with an attached cost of $150,000. We had $0 in other income in 2012.
We had net interest expense, on our outstanding notes, of $60,147 in 2013 and $59,357 in 2012. We had an Fx gain of $30,787 in 2013 and a loss of $20,304 in 2012.
We had an impairment write-down of $132,138 in 2013 and $86,248 in 2012.
As a result of the foregoing we had a loss of $523,686 in 2013 and a loss of $392,964 in 2012.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 2012 the corporation had a negative cash flow of $2,000 per month, this entire sum was covered from loans from officers and other borrowings.
For the 12 months ending November 30, 2013, the outflow from operating expenses came to $18,000 per month. This amount was covered by the sale of a licensing agreement for $312,200, of which we received $190,000 during fiscal 2013 and other small borrowings.
The company’s cash needs for the year ending November 30, 2014, are limited to basic expenditures for filing and regulatory purposes and minor operating expenses, approximately $2,500 per month. Cash on hand and small borrowings from officers and others is adequate to sustain those needs.
In order to carry out our business plan and fulfill our orders on hand we would need $2.5 million. Please see the above section, Business Objectives and Milestones, which clearly delineates the funds needed and the sources of those that are available to us.
At November 30, 2013 the company had negative working capital of $1,986,567. Management did not generate revenue through sales during the fiscal year. The officers and directors of the company have indicated their commitment to help in finding funds to aid in the operations of the organization during the next fiscal year, until the organization can generate sufficient cash flow from operations to meet current operating expenses and overhead.
Recent Accounting Pronouncements
Recent pronouncements issued by the FASB or other authoritative accounting standard groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are included at the end of this Annual Report, after the signature page.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, with the participation of our Chief Executive and Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report (the “Evaluation Date”), and, based on this evaluation, our Chief Executive and Financial Officer have concluded that these controls and procedures were effective at the Evaluation Date. There were no changes in our internal controls over financial reporting during the last quarter of fiscal 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the 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 information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive & Financial Officer and, as appropriate to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The management of is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Global Biotech’s internal control system was 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 and includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Global Biotech; |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Global Biotech are being made only in accordance with authorizations of management and directors of Global Biotech; and |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Global Biotech’s assets that could have a material effect on the financial statements. |
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.
We have assessed the effectiveness of our internal control over financial reporting as of November 30, 2013. In making this assessment, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment, we believe that as of November 30, 2013, our internal control over financial reporting is effective.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our report on internal control was not subject to attestation by our independent registered public accounting firm pursuant to an exemption for non-accelerated filers that permits us to provide only management’s report in this annual report.
None
ITEM 10. DIRECTOR AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
a) Directors and Executive Officers
| Name | Age | Title |
| Leonard Stella | 52 | Chief Executive Officer-Director |
| Louis Pharand | 59 | President-Director |
| Yehuda Kops | 59 | Chief Financial Officer - Director |
| Gilles Lamarre | 65 | Vice President-Director |
Leonard Stella- CEO and Director
Mr. Stella has a Bachelor of Arts from McGill University, and received his Graduate Diploma in Administration from Concordia University in 1986. In 1987 Mr. Stella founded and operated a residential and commercial property developer, Dominion City Developments. In 1991, he founded Trans-Immobilia, a residential property company. In 1997 he became the principal founding partner and Chief Executive Officer of Millenia Hope Inc, which he ran until 2010. In 2010 he became involved with Global as its head of development and strategic planning, given his expertise in M & A and keen eye in identifying scientific technologies, and in July 2013 its CEO and a Director.
Louis Pharand – President and Director
Mr.Louis Pharand is currently the president of Purthanol Ltd. and the moving force behind the implementation of the purthanol process, worldwide. Mr. Pharand has been the presidential pilot for H.E.M. Marc Ravalomanana of Madagascar and has worked alongside the Chief of Staff to the President, as a consultant for foreign delegations and corporations looking to do business in Madagascar and other countries. Mr. Pharand also has an expertise in providing security to heads of states.
Mr Pharand is presently active in the coordination and implementation of several projects, primarily purthanol, through his many contacts in the business world. His ability to implement programs and to communicate directly with heads of states and international business people have created an infrastructure to make this venture a success.
Yehuda Kops- CFO and Director
Bachelor of Commerce (distinction) - McGill University (1974), Diploma in Management McGill (1976). In 1976 he received his Chartered Accountancy degree from the Order of Chartered Accountants of Canada. From 1978 until 1999, Mr. Kops practiced in public accounting, running his own firm specializing in accounting and finance, for small and medium sized enterprises. In 1999 he joined Millenia as their chief internal accountant and became Chief Operating Officer, until 2010. In 2010 he became the comptroller and main financial resource of Global Biotech. In July 2013 he became its CFO and a Director
Gilles Lamarre – Vice President and Director
Mr. Lamarre, age 65, began his career as a Box Office Manager at Expo 67 (Garden of Stars). In 1969 he joined the National Arts Centre where in 1975 he developed the first computerized subscription/season ticketing system in North America. In 1984, he made the transition to the private sector by co-founding Uniticket to service the Ottawa/Hull Region. Uniticket processed over 1.5 million tickets each year and was sold to Ticketmaster Canada Inc. in 1988. He also co-founded and developed Ticketnet Corporation in 1984, a major new national network for ticketing and shared-resource box office management, which was subsequently sold to AMR in 1986. Mr. Lamarre has acted as a consultant/advisor to a number of Canadian corporations in the development and implementation of leading edge technology and business development. More recently, he fulfilled several executive functions with Comnetix, a leading provider of technology to law enforcement agencies. He then became a Board member and a member of their Audit and Compensation committees and resigned in early 2006 to concentrate his efforts on developing a new venture related to weight loss programs and products. He is currently the President and CEO of Wykanta International Ltd., a company engaged in the production and sale of nutraceutical products. As Vice President of the Company, Mr. Lamarre will be responsible for assisting the President with the general oversight of the Company, its operations and its communications with its shareholders. He will devote all the time necessary as an employee working for the Company as Vice President and a director.
b) Significant Employees
None
c) Family Relationships
There are no family relationships among directors or executive officers of the company.
d) Involvement in certain legal proceedings
None
e) Committees
The Company has no standing audit, nominating and compensating committees of the Board of Directors or committees performing similar functions. Under the Sarbanes-Oxley Act of 2002, each public company is required to have an audit committee consisting solely of independent directors and to explain whether or not any independent director is a financial expert. In the event the public company does not have an audit committee, the Board of Directors becomes charged with the duties of the audit committee. Since the enactment of the Sarbanes-Oxley Act of 2002 which was signed into law by President Bush in July 2002, the Company's directors have without success, attempted to obtain independent directors to serve on the Board of Directors and on a newly formed audit committee. In the event the Company is successful in the future in obtaining independent directors to serve on the Board of Directors and on a newly formed audit committee, of which there can be no assurances given, the Board of Directors would first adopt a written charter. Such charter would be expected to include, among other things:
| - | annually reviewing and reassessing the adequacy of the committees formal charter; |
| - | reviewing the annual audited financial statements with the adequacy of its internal accounting controls; |
| - | reviewing analyses prepared by the Company's management and independent auditors concerning significant financial reporting issues and judgments made in connection with the preparation of its financial statements; |
| - | being directly responsible for the appointment, compensation and oversight of the independent auditor, which shall report directly to the Audit Committee, including resolution of disagreements between management and the auditors regarding financial reporting for the purpose of preparing or issuing an audit report or related work; | |
| - | reviewing the independence of the independent auditors; |
| - | reviewing the Company's auditing and accounting principles and practices with the independent auditors and reviewing major changes to its auditing and accounting principles and practices as suggested by the independent auditor or its management; |
| - | reviewing all related party transactions on an ongoing basis for potential conflict of interest situations; and |
| - | all responsibilities given to the Audit Committee by virtue of the Sarbanes-Oxley Act of 2002, which was signed into law by President George W. Bush on July 30, 2002. |
Code of Ethics
Effective March 3, 2003, the Securities & Exchange Commission requires
registrants like the Company to either adopt a code of ethics that applies to the Company's Chief Executive Officer and Chief Financial Officer or explain why the Company has not adopted such a code of ethics for purposes of item 406 of Regulations S-K, the term "code of ethics" means written standards that are reasonably designed to deter wrong doing and to promote:
| - | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships: |
| - | Full, flair, accurate, timely and understandable disclosure in reports and documents that the company files with, or submits to, the Securities & Exchange Commission and in other public communications made by the Company; |
| - | Compliance with applicable governmental law, rules and regulations; |
| - | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and | |
| - | Accountability for adherence to the code. |
The Company has adopted the aforementioned Code of Ethics.
f) Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of a registered class of our equity securities ("ten-percent shareholders") to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten-percent shareholders also are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us, and written representations that no other reports were required, we believe that during the fiscal year ended November 30, 2013, all of our officers, directors and ten-percent shareholders complied with the Section 16(a) reporting requirements.
ITEM 11. EXECUTIVE COMPENSATION
(a) General
The following current or past Officers or Directors received compensation during fiscal 2011, 2012 or 2013.
2011- Leonard Stella - accrued salary only -$307,500, Bonus-$0 Long Term Compensation-$0
2011- Yehuda Kops - accrued salary only -$307,500, Bonus-$0 Long Term Compensation-$0
2012- Leonard Stella - accrued salary only -$75,000, Bonus-$0 Long Term Compensation-$0
2012- Yehuda Kops - accrued salary only -$75,000, Bonus-$0 Long Term Compensation-$0
2013- Leonard Stella - accrued salary only -$50,000 Bonus-$0 Long Term Compensation-$0
2013- Yehuda Kops - accrued salary only -$50,000, Bonus-$0 Long Term Compensation-$0
There were no bonuses nor long term compensation, whether in cash or shares
Given to any officer of the Company
(b) Options/SAR Grants table
None
(c) Long Term Incentive Plan Award Table
None
(d) Compensation of Directors
Directors do not receive any compensation for services as members of the Board of Directors
(e) Employment Contracts and Termination of Employment and Change-in-Control
The company has no employment contracts with any of its executive officers. As indicated above, certain officers received compensation.
(f) Report on Repricing of options/SAR
None
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 14, 2014, information regarding the beneficial ownership of our common stock based upon the most recent information available to us for
| · | Each person known by us to own beneficially more than five (5%)percent of our outstanding common stock, |
| · | Each of our officers and directors and |
| · | All of our officers and directors as a group. |
| Name | Number Of Shares Owned Beneficially | % of Total | ||||||
| Purthanol International | 70,000,000 | 37.8 | % | |||||
| 2215-B Renaissance Dr | ||||||||
| Las Vegas, Nevada | ||||||||
| Louis Greco | 25,000 | .00 | % | |||||
| 2711 Centerville Rd Suite 400 | ||||||||
| Wilmington, De 19808 | ||||||||
| Former President-Global Biotech | ||||||||
| Leonard Stella | 2,441,724 | 1.32 | % | |||||
| 2711 Centerville Rd Suite 400 | ||||||||
| Wilmington, De 19808 | ||||||||
| CEO-Purthanol Resources | ||||||||
| All Directors and Officers | 2,466,724 | 1.32 | % | |||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
As of the date of this report, the Company owes $45,244 to Louis Greco, its former President and Director of the Company for funds lent to the Company.
As of the date of this report, the Company owes $423,181 to Leonard Stella, its CEO, and $423,181 to Yehuda Kops, its CFO, for accrued administrative fees.
All our directors are also executive officers of the Company and, therefore, are not deemed to be independent.
Item 14. Principal Accountant Fees and Service
Audit Fees
For the fiscal year ended November 30, 2013, the aggregate fees billed for professional services rendered by PLS CPA, A Professional Corporation ("independent auditors") for the audit of the Company's annual financial statements totaled approximately $15,000.
Financial Information Systems Design and Implementation Fees
For the fiscal year ended November 30, 2013 there were $-0- in fees billed for professional services by the Company's independent auditors rendered in connection with, directly or indirectly, operating or supervising the operation of its information system or managing its local area network.
All Other Fees
For the fiscal year ended November 30, 2013 there was $0 in fees billed for other service.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
| (a) | List of Financial statements filed herewith |
PURTHANOL RESOURCES LIMITED.
(A company in the development stage)
PLS CPA, A Professional Corp.
t 4725 MERCURY STREET SUITE 210 t SAN DIEGO t CALIFORNIA 92111 t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 764-5480
t E-MAIL changgpark@gmail.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Purthanol Resources Limited
(Formerly Global Biotech Corp.)
(A Development Stage Company)
We have audited the accompanying balance sheets of Purthanol Resources Limited (Global Biotech Corp.) (the “Company”) as of November 30, 2013 and 2012 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from November 2, 1998 (inception) through November 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Purthanol Resources Limited as of November 30, 2013 and 2012, and the result of its operations and its cash flows for the years then ended and for the period from November 2, 1998 (inception) through November 30, 2013 in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/PLS
CPA
_________________________
PLS CPA, A Professional Corp.
March 17, 2014
San Diego, CA. 92111
See Notes to the Financial Statements
See Notes to the Financial Statements
| February 28, 2003 - collection on subscription | 23,750 | 23,750 | ||||||||||||||||||||||
| May 31, 2003 - collection on subscription | 23,750 | 23,750 | ||||||||||||||||||||||
| August 31, 2003 - collection on subscription | 23,750 | 23,750 | ||||||||||||||||||||||
| Stock issued October 20, 2003 in exchange for marketing expense | 350,000 | 35 | 17,465 | 17,500 | ||||||||||||||||||||
| Stock issued October 20, 2003 in exchange for notes payable | 257,500 | 26 | 12,849 | 12,875 | ||||||||||||||||||||
| November 30, 2003 - collection on subscription | 31,250 | 31,250 | ||||||||||||||||||||||
| Net loss for the year ended November 30, 2003 | (715,903 | ) | (715,903 | ) | ||||||||||||||||||||
| Balance, November 30, 2003 | 48,265,500 | 4,827 | 627,402 | — | (928,506 | ) | (296,277 | ) | ||||||||||||||||
| Net loss for the year ended November 30, 2004 | — | — | — | — | (12,936 | ) | (12,936 | ) | ||||||||||||||||
| Balance, November 30, 2004 | 48,265,500 | 4,827 | 627,402 | — | (941,469 | ) | (309,240 | ) | ||||||||||||||||
| Net loss for the year ended November 30, 2005 | 142,417 | 142,417 | ||||||||||||||||||||||
| Balance, November 30, 2005 | 48,265,500 | 4,827 | 627,402 | — | (799,052 | ) | (166,823 | ) | ||||||||||||||||
| Stock issued March 1, 2006 in exchange for services | 1,000,000 | 100 | 900 | — | — | 1,000 | ||||||||||||||||||
| Net loss for the year ended November 30, 2006 | — | — | — | — | (47,203 | ) | (47,203 | ) | ||||||||||||||||
| Balance, November 30, 2006 | 49,265,500 | 4,927 | 628,302 | — | (846,255 | ) | (213,026 | ) | ||||||||||||||||
| Stock issued August 15, 2007 in exchange of Property & Equipment & Goodwill | 18,000,000 | 1,800 | 718,200 | — | — | 720,000 | ||||||||||||||||||
| Net loss for the year ended November 30, 2007 | — | — | — | — | (376,336 | ) | (376,336 | ) | ||||||||||||||||
| Balance, November 30, 2007 | 67,265,500 | 6,727 | 1,346,502 | — | (1,222,591 | ) | 130,638 | |||||||||||||||||
| Net loss for the year ended November 30, 2008 | — | — | — | — | (63,371 | ) | (63,371 | ) | ||||||||||||||||
| Balance, November 30, 2008 | 67,265,500 | 6,727 | 1,346,502 | — | (1,285,962 | ) | 67,267 | |||||||||||||||||
| Net loss for the year ended November 30, 2009 | (210,712 | ) | (210,712 | ) | ||||||||||||||||||||
| Balance, November 30, 2009 | 67,265,500 | 6,727 | 1,346,502 | — | (1,496,674 | ) | (143,445 | ) | ||||||||||||||||
| Stock issued for services December 18, 2009 | 333,000 | 33 | 83,300 | — | — | 83,333 | ||||||||||||||||||
| Stock issued for services February 18, 2010 | 63,490 | 6 | 18,310 | — | — | 18,316 | ||||||||||||||||||
| Net loss for the year ended November 30, 2010 | — | — | — | — | (575,562 | ) | (575,562 | ) | ||||||||||||||||
| Balance, November 30, 2010 | 67,661,990 | 6,766 | 1,448,112 | — | (2,072,236 | ) | (617,358 | ) | ||||||||||||||||
| Stock issued for services January 13, 2011 | 7,700,000 | 770 | 153,230 | — | — | 154,000 | ||||||||||||||||||
| Stock issued for services October 20, 2011 | 2,103,510 | 210 | 20,825 | — | — | 21,035 |
| Stock issued for services November 1, 2011 | 4,608,390 | 461 | 45,623 | — | — | 46,084 | ||||||||||||||||||
| Net loss for the year ended November 30, 2011 | — | — | — | — | (1,097,678 | ) | (1,097,678 | ) | ||||||||||||||||
| Balance, November 30, 2011 | 82,073,890 | 8,207 | 1,667,790 | — | (3,169,914 | ) | (1,493,917 | ) | ||||||||||||||||
| Net loss for the year ended November 30, 2012 | (392,964 | ) | (392,964 | ) | ||||||||||||||||||||
| Balance, November 30, 2012 | 82,073,890 | 8,207 | 1,667,790 | — | (3,562,878 | ) | (1,886,881 | ) | ||||||||||||||||
| Stock issued for assets & costs of goods September 10, 2013 | 70,000,000 | 7,000 | 693,000 | — | — | 700,000 | ||||||||||||||||||
| Stock issued for services September 23, 2013 | 2,400,000 | 240 | 35,760 | — | — | 36,000 | ||||||||||||||||||
| Stock issued for services October 4, 2013 | 10,000,000 | 1,000 | 399,000 | — | — | 400,000 | ||||||||||||||||||
| Net loss for the year ended November 30, 2013 | (535,686 | ) | (535,686 | ) | ||||||||||||||||||||
| Balance, November 30, 2013 | 164,473,890 | 16,447 | 2,795,550 | — | (4,098,564 | ) | (1,286,567 | ) |
See Notes to the Financial Statements
| Cash at End of Year | $ | 114 | $ | 7 | $ | 114 | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||||||
| Cash paid during period for interest | $ | — | $ | — | ||||||||
| Cash paid during period for taxes | $ | — | $ | — | ||||||||
| Non-Cash flows activities | ||||||||||||
| Shares issued for Intangible Assets | $ | 700,000 | $ | 700,000 | ||||||||
| Shares issued for Property & Equipment | — | — | 600,000 | |||||||||
| Shares issued for Goodwill | — | — | 115,000 | |||||||||
| Note receivable -related party offset with Note payable | — | — | 181,878 | |||||||||
| Note receivable exchanged for Goodwill | — | — | 216,261 | |||||||||
| $ | 700,000 | — | $ | 1,818,139 |
See Notes to the Financial Statements
PURTHANOL RESOURCES LIMITED
(formerly GLOBAL BIOTECH CORP.)
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2013
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
PURTHANOL RESOURCES LIMITED (formerly GLOBAL BIOTECH CORP.) (the ``Company``) was incorporated in the State of Delaware on November 2, 1998 to be an Application Service provider in the E-Health sector. On March 5, 2003 this business was sold, market, unsuccessfully. On February 25, 2005 it discontinued its vehicle tracking business. On August 15, 2007 the Company entered the oxygenated beverage market. Global’s current mission is to use the Purthonal process methodology, acquired in October 2013, to produce an ethanol fuel alternative. The Company changed name form Global Biotech Corp. to Purthanol Resources Limited on September 30, 2013
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's policy is to use the accrual method of accounting to prepare and present financial statements, which conforms to US generally accepted accounting principles ("GAAP'). The company has elected a November 30 year- end.
b. Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less and bank indebtedness to be cash and cash equivalents. Highly liquid investments are valued at quoted market prices.
c. Estimates and Adjustments
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 revenue and expenses during the periods presented. Actual results could differ from those estimates.
Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.
d. Basis of Presentation and Considerations Related to Continued Existence (going concern)
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company's management intends to raise additional operating funds through operations, and debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.
e. Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Fair Value Hierarchy
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.
Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance:
• Determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and
• Determining whether a market is considered active requires management judgment.
Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of
The Company believes the fair value of its financial instruments consisting of cash, short term investment, and accounts payable approximate their carrying values due to the relatively short maturity of these instruments.
f. Property & Equipment
Property is stated at cost. Additions, renovations, and improvements are capitalized. Maintenance and repairs, which do not extend asset lives, are expensed as incurred.
g. Depreciation
Depreciation is provided on a straight-line basis over the estimated useful lives, 5 years for tenant improvements, and 5 - 7 years for equipment.
h. Impairment of Long-Lived Assets
Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the estimated undiscounted cash flows, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of such assets..
i. Revenue Recognition and Deferred Revenue
The Company's revenues recognized from inception to November 30, 2013 were software consultation. Revenue, in respect of all services described, is recognized on completion of services, when collectability is reasonably assured.
j. Foreign Currency Exchange
We record our transactions in US dollars.
Foreign currency accounts have been translated as follows:
| • | Monetary items - at exchange rates in effect at the balance sheet date | |
| • | Non-monetary item - at exchange rates in effect of the dates of transactions | |
| • | Revenue and expenses - at average exchange rate prevailing during the year. |
Gains and losses arising from foreign currency translation are included in income.
k. Earning (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC 260 effective November 2, 1998 (inception).
Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
l. Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
m. Convertible Debt
In accordance with Codifications topic 470 ”Debt with conversion and Other Options” the Company evaluates debt securities (“Debt”) for beneficial conversion features. A beneficial conversion feature is present when the conversion price per share is less than the market value of the common stock at the commitment date. The intrinsic value of the feature is then measured as the difference between the conversion price and the market value (the “Spread”) multiplied by the number of shares into which the Debt is convertible and is recorded as debt discount with an offsetting amount increasing additional paid-in-capital. The debt discount is accreted to interest expense over the term of the Debt with any unamortized discount recognized as interest expense upon conversion of the Debt. If a debt security contains terms that change upon the occurrence of a future event the incremental intrinsic value is measured as the additional number of issuable shares multiplied by the commitment date market value and is recognized as additional debt discount with an offsetting amount increasing additional paid-in-capital upon the future event occurrence. The total intrinsic value of the feature is limited to the proceeds allocated to the Debt instrument.
n. Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $535,686 for the year ended November 30, 2013 and a net loss of $4,098,564 during the period from November 2, 1998 (inception) through November 30, 2013. At November 30, 2013 the Company had negative working capital of $1,986,567 and stockholders’ deficit of $1,286,567. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met.
NOTE 4. SHORT TERM INVESTMENTS
On November 6, 2010, the Company purchased a term deposit in the amount of $163,400 USD, ($172,000CDN) bearing interest rate of 5%. On November 6, 2013 they extended the maturity date to November 6, 2014. As of November 30, 2013 the Company accrued $34,048 USD of interest income. No withdrawals allowed for first 90 days and 90 days early withdrawal notice needed. Early withdrawal interest rate - 1 ½%.
NOTE 5. PROPERTY & EQUIPMENT
On August 15, 2007 the Company acquired Oxygenation Equipment with a cost of $605,000 in exchange for common shares.
| November 30, 2013 | November 30, 2012 | |||||||
| Oxygenation Equipment | $ | 605,000 | $ | 605,000 | ||||
| Less: Impairment Loss | 605,000 | 518,570 | ||||||
| Net Property and Equipment | $ | 0 | $ | 86,430 | ||||
Company recognized impairment losses of $86,430 and $86,428 for the years ended November 30, 2013 and 2012, respectively.
NOTE 6. INTANGIBLE ASSETS
On September 10, 2013 the Company acquired all the intellectual property, process know-how and methodology, etc. for the production of Athanol (the name used by Purthanol International for its green- technology ethanol fuel alternative), or any other ethanol fuel alternative produced via the Purthanol Process.
The cost of the above transaction, $700,000, was paid by Purthanol issuing from its treasury seventy million (70 million) common shares.
NOTE 7. BASIC & DILUTED INCOME / (LOSS) PER COMMON SHARE
Basic gain (loss) per common share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted gain (loss) per common share has been calculated based on the weighted average number of shares of common and preferred stock outstanding during the period.
| November 30, 2013 | November 30, 2012 | |||||||
| Net income (Loss) from operations | $ | (535,686 | ) | $ | (392,964 | ) | ||
| Basic income / (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of shares outstanding | 99,842,657 | 82,073,890 |
NOTE 8. NOTES PAYABLE
Note payable as of November 30, 2013 and 2012 consist of the following:
| 2013 | 2012 | |||||||
| Note payable to: Millenia Hope Inc. unsecured, with annual interest rate 7%. | $ | 652,110 | $ | 608,392 | ||||
| Third parties, unsecured with annual interest of 4%, commencing July 1, 2009 | 105,063 | 107,063 | ||||||
| Convertible note payable to third parties with annual interest of 2%, commencing March 1, 2011 Loan is convertible to common shares of Global Biotech at par to the lowest daily trading price of the shares on the conversion request date | 205,319 | 213,612 | ||||||
| Convertible note payble to third parties with annual interest of 8%, commencing April 30, 2009 Loan is convertible to common shares of Global Biotech at the lesser of $1.00 per share or the average closing price of the shares for the 5 business days prior to conversion | 323,739 | 319,089 | ||||||
| $ | 1,286,231 | $ | 1,248,156 |
Included in the Notes payable is Millenia Hope due $652,110, who had a common officer with the company, Leonard Stella.
There are no beneficial conversion features because the Company has conversion right.
NOTE 9. LICENSING RIGHTS
On October 11, 2013, Purthanol Quebec, an arm’s length corporation, acquired from the Company the rights to use the Purthanol Process to extract ethanol, in the Province of Quebec, Canada for $312,200. All sales of said extracted ethanol are to be done through Purthanol Resources and the gross profit on these sales, less standard distribution and delivery costs, will be split on a 50-50 basis between the 2 companies. The Company recognized $312,200 as revenue.
NOTE 10. INCOME TAXES
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
The net operating loss expires twenty years from the date the loss was incurred. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
No portion of the valuation allowance will be allocated to reduce goodwill or other non-current intangible asset of an acquired entity. There are no temporary differences or carry-forward tax effects that would significantly effect the Companies deferred tax asset.
Utilization of the net operating losses and credit carry-forwards may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credits before utilization. At November 30, 2013 the Company had net operating losses carry-forward of $4,098,564. The tax benefits resulting for these losses have been estimated as follows:
| November 30, 2013 | ||||
| Gross income tax benefit | $ | 1,434,000 | ||
| Valuation Allowance | 1,434,000 | |||
| Net Income Tax Benefit | $ | 0 | ||
| Deficit - December 1, 2012 | $ | (3,562,878 | ) | |
| Net Loss for Year ended November 30, 2013 | (535,686 | ) | ||
| Deficit - November 30, 2013 | $ | (4,098,564 | ) |
NOTE 11. STOCK TRANSACTIONS
On September 10, 2013 the Company issued 70,000,000 common shares in settlement of property and equipment of $700,000.
On September 23, 2013 the Company issued 2,400,000 common shares in settlement of consulting fees of $36,000
On October 4, 2013 the Company issued 10,000,000 common shares in settlement of consulting fees of $400,000
As of November 30, 2013 the Company had 164,473,890 shares of common stock issued and outstanding
NOTE 12. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2013 and 2012:
Common stock, $ 0.0001 par value; 260,000,000 shares and 260,000,000 shares authorized November 30, 2012 and 2013: 82,073,890 shares issued and outstanding as of November 30, 2012 and 164,473,890 as of November 30, 2013.
Preferred Stock, $0.0001 par value; 80,000,000 shares authorized as November 30, 2012 and November 30, 2013. Zero (0) shares issued and outstanding, as of November 30, 2012 and 2013.
NOTE 13. RELATED PARTY TRANSACTIONS
As of November 30, 2013 the Company owed two of its officers, Leonard Stella, CEO, and Yehuda Kops, CFO, $846,362 of administrative fees. This amount is included in the Accounts payable.
The Notes payable related is due to its former President, Louis Greco.
NOTE 14. SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the audited financial statements. During this period, the Company had the following subsequent event.
On December 16, 2013, Global acquired 100% of all outstanding shares of Biocardel Quebec, a privately held company, for $5 million, payable $100,000 at signing of the agreement, $2,400,000 in 9 months, as a balance of sale and $2,500,000 in preferred convertible shares, at a 25% discount to the 90 trading -day average sales price of the common shares, whenever Global chooses to exercise the conversion rights. Biocardel owns a production facility in Richmond, Quebec, that turns biologic oil waste products and byproducts into biodiesel fuel, a commodity in demand in both North America and Europe.
On February 25, 2014 the Company issued 650,000 common shares in settlement of consulting fees of $9,750.
(b) List of Exhibits.
Reports on Form 8-K
Appointment, resignation of officers/directors
Entry into material agreements
Sarbane Oxley Declarations
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PURTHANOL RESOURCES LIMITED
| Date: March 17, 2014 | /s/ Leonard Stella | |
| Leonard Stella, CEO, Director | ||
| (Principal Executive Officer) | ||
| /s/ Yehuda Kops | ||
| Yehuda Kops, CFO, Director | ||
| (Principal Financial and Accounting Officer) | ||
| /s/ Louis Pharand | ||
| Louis Pharand, President, Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of March 17, 2014, by the following persons on behalf of the registrant in the capacities indicated:
| Signature | Title | |
| /s/ Leonard Stella | Chief Executive Officer, Director | |
| Leonard Stella | ||
| /s/ Louis Pharand | President, Director | |
| Louis Pharand | ||
| /s/ Yehuda Kops | Chief Financial Officer, Director | |
| Yehuda Kops | ||
| /s/ Gilles Lamarre | Vice President, Director | |
| Gilles Lamarre |