Attached files
file | filename |
---|---|
EX-32.1 - EXHIBIT 32.1 - New Global Energy, Inc. | exhibit321.htm |
EX-31.1 - EXHIBIT 31.1 - New Global Energy, Inc. | exhibit311.htm |
SECURITIESAND 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 December 31, 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) |
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock: $.0001 Par Value
Title of each class
Name of each exchange on which registered
1
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ x ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [ x]
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of December 31, 2013 was approximately $8,532,100 (based on the mean between the closing bid and asked prices of the Common Stock on such date), which value, solely for the purposes of this calculation, excludes shares held by Registrant's officers and directors. Such exclusion should not be deemed a determination by Registrant that all such individuals are, in fact, affiliates of the Registrant.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
As of December 31, 2013 there were outstanding 2,833,309 shares of New Global Energy, Inc. common stock with a par value $.0001 per share (the "Common Stock").
2
PART I |
|
|
|
Item 1. Business Item 1A Not Applicable Item 1B Unresolved Staff Comments: NONE | 4 |
Item 2. Properties | 7 |
Item 3. Legal Proceedings | 7 |
Item 4. Mine Safety Disclosures: NONE REQUIRED | 7 |
|
|
PART II |
|
|
|
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 7 |
Item 6. Selected Financial Data: NONE REQUIRED |
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosure about Market Risks: NONE REQUIRED | 8 |
Item 8. Financial Statements and Supplementary Data | 13 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 26 |
Item 9A. Controls and Procedures | 26 |
|
|
PART III |
|
|
|
Item 10. Directors and Executive Officers and Corporate Governance | 28 |
Item 11. Executive Compensation | 29 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 29 |
Item 13. Certain Relationships and Related Transactions and Director Independence | 30 |
Item 14. Principal Accountant Fees and Services PART IV | 30 |
Item 15. Exhibits, Financial Statement Schedules | 30 |
|
|
Signature | 31 |
3
PART I
ITEM 1. BUSINESS
New Global Energy, Inc. (NGE or the Company) is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. . The Company focuses on the use of advanced technology and farming techniques with the goal of increasing production and decreasing costs.
During the fiscal year reported, the Company acquired additional interests in Aqua Farming Tech, Inc. (AFT) , a California corporation with aquaculture and agriculture operations in the Coachella Valley in Southern California 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 fish processing facility and related equipment. (See Note 4 to the Companys financial statements below Acquisition of Aqua Farming Tech, Inc. and Discontinued Operations)
As of September 30, 2013, the Company terminated the acquisition of the controlling interest (Control Block) in Aqua Farming Tech, Inc. based upon the failure to produce audited financial statements for the end 12-31-12 and 12-31-13. The termination includes the return of 382,099 shares of New Global common stock. In the event the required reports are later presented to the Company, it may re acquire this control block of Aqua Farming Tech, Inc. shares. (See Note 4 to the Financial Statements below) The Company expects to file an Amended 10-Q for the Interim Period Ended September 30, 2013 after the filing of this report.
The AFTs primary products during the year included Tilapia (both red and black Tilapia), Catfish and Silver Carp and is sold live. In addition, the Company is preparing to begin Shrimp production in FY 2014. Tilapia is a mild white fish popular around the world. In its 2013 Report, the World Aquaculture Society shows Tilapia as the fifth most popular fish and Catfish as the seventh most popular fish consumed by weight in the United States (based on 2011 results).
US Tilapia consumption by weight by year has been:
Year | Metric Tons of Live Weight |
|
|
|
|
2007 | 437,000 |
|
2008 | 453,264 |
|
2009 | 465,953 |
|
2010 | 579,443 |
|
2011 | 513,361 |
|
2012 | 613,406 (e) |
|
|
|
|
|
|
|
|
|
|
Operating Goals
.
The first goals of the Companys business operating plan is to lower production costs, increase the price of the product sold and scale the overall production.
·
Production costs are to be lowered through technical innovation and vertical integration.
4
·
Price is to be increased through the Companys increase of market share, product quality, delivering direct to market (bypassing brokers) and the production of new products (shrimp).
·
The business is to be scaled through the development of the existing farms (primarily Mecca) and through the acquisition of additional farms; two farms are targeted for acquisition during the coming year although there are not agreements or understanding in place for either.
5
In terms of lowering the cost, the construction of the solar generating systems, together with the algae based feeding program represent huge steps forward. Improving the metrics associated with the cost of production addresses our goal of placing our farm at a competitive advantage other farms in our market niche. From a cost standpoint, two things remain: 1. the first is building a facility for the manufacture of our own fish food which will be used to supplement the fishs diet as they grow from 150 grams to one pound. We have been negotiating on various items of equipment to create this capability on site. 2. The second is to increase the rate of growth and average size of the fish; this is accomplished by freshening up the blood lines of the Companys brood stock by importing a special batch of tilapia from China; the objective strain, when crossed with the fish on our farm, will yield faster growing, bigger fish. Arranging for the acquisition and import of these fish to our farm will be one of the objectives of managements pending trip to the Philippines. Our technical partners in PI, who regularly import and export live fish from the Philippines to elsewhere in the world, have offered their assistance in this regard. 3. The third area of cost reduction will be achieved when the Company is able to fully implement water cleanup technology being developed through the Companys partnership with OriginOil.com. This technology will allow a significant reduction in water costs by reducing the frequency of water replacement in the Companys tanks.
In terms of increasing the price of the product sold, the ongoing plan involves: 1. Gaining better control over the supply side of the Southern California market and gradually raising the price. This is being accomplished by lowering our production costs and expanding a direct marketing program to deliver fish more directly to markets. Meanwhile, the Company is increasing its production while delivering direct to market which further positions it to affect price increase. 2. The second main feature of Aqua Farming Techs plan to increase the price of the product sold is to cultivate shrimp. Management fully expects that the resumption of shrimp farming operations will generate results similar to the program being operated in the Philippines by our technical partner and which will be duplicated here at Aqua Tech farms in the US; the results of this type of program currently being generated in the Philippines are very positive.
Hatchery Operations - Expansion of Inventory.
Hatchery operations for the year started in late March on the farm.and continued in earnest throughout the summer, with the objective of maximizing the farms inventory of fish. During the early part of the summer, the 240 diameter super tanks at Mecca were the first to get stocked with 3 to 5 gram fish fresh from by this years hatchery operations. In total, during May and June all five large tanks were stocked with 100,000 fish per pond. Prior to stocking, our blend of green algae from the Farms proprietary feeding program was cultivated in nitrogen rich water to provide our stage two food source, on which the fish subsist while growing from 3 to 100 grams.
After the Farm M series supertanks were filled, green water began to be piped to the first of the earthen ponds that cover some 60 acres on the front part of the property. The ponds selected to be filled had been fertilized prior to filling with chicken manure to provide nutrient support the continued growth of algae .
A total of three of the earthen ponds were filled, each about two acres in areal extent, into which were stocked 50,000 fish per pond for a total of 150,000 fish. The stocking density being much lower per cubic meter of water than the stocking density observed in the masonry ponds because the water in this section of the farm is not being mechanically aerated with paddle wheels. The ponds take a while to fill and, in the process, some water was lost as it soaked into the sandy soil of the parched pond bottom. Interestingly though, as the pond fills, the algae grows and some of it settles, which reduces the permeability of the soil and produces a sealing effect thereby limiting further water loss.
6
The production from the Mecca farm is impactful from the standpoint in that it provides final confirmation of the viability of last years pilot program of feeding fish with algae. Looking forward to next year, this feeding program will continue to play an integral part in helping to minimize production costs as we now move to significantly scale farm production with the addition of other farms and through further expansion of farming operations at the Mecca facility.
Shrimp Operations.
Shrimp continues to be a key feature of our business plan because it allows the existing facilities to be leveraged with the cultivation of a fish (in this case a shellfish) that enjoys a higher profit margin and for which exists a huge ethnic neutral market.
Aqua Farming Techs shrimp cultivation program conducted in 2011 confirmed that shrimp could be raised in the water produced from the companys wells in the general climatic conditions which tend to occur in the Coachella Valley during the summer/fall seasons. The Company has been completing and finishing tanks and tank coverings at its Mecca Farm for a Shrimp production program to begin in FY 2014.
Biofuels Program.
During the year the Company continued its Jatropha experimental biofuels feedstock and nursery program. Trees in the early stages of growth sometimes behave differently than adults of the same species. This can mean that our trees being only slightly older than two years may flower and fruit at unusual times or not at all. In many locations worldwide, fruits are produced in winter when the shrub is leafless, or the plant may produce several crops during the year if soil moisture is good and temperatures are sufficiently high. In the case of our farm, with Jatropha not having a history of cultivation in the immediate (or general) area, it is difficult for us to anticipate exactly what the regular flowering/fruiting sequence will be. When flowering does occur, each flower cluster yields a bunch of approximately 10 or more fruits. The seeds become mature when the fruit changes from green to yellow, which is known to take anywhere from two to four months depending on location.
The plants have been have not been bothered by pests; in 2010 we did observe on our young plants, the presence of the bagrada bug, a stinkbug native to Africa, India and Pakistan. The bagrada bug was first identified in the United States in Californias Los Angeles County in 2008 and, at that time, the invasive insect was found throughout the low desert of the Coachella and Imperial valleys, and in Yuma County in Arizona. Crop losses attributed to the bagrada bug in some fields during the 2010 crop season were estimated at about 45 percent to 50 percent in organically-grown cole crops and about 20 percent to 25 percent in conventionally-grown cole crops. Importantly for our Jatropha, and true to the plants history, though we did at the time see the bug on our newly planted saplings leaves, the plants themselves did not seem to unduly suffer; it could be that the litter critters found the Jatropha sap to be toxic. This season we did not observe the bagrada bug in our fields and it hasnt been reported to be a problem elsewhere in the Coachella Valley.
Toward the end of the fiscal year, the Company, based upon the length of growing cycle that it was seeing in its experimental farm and the associated costs, made a decision to direct more of its resources to the development of an algae program which has applications both as a biofuel source and as a feedstock for its aquaculture operation.
7
Solar
On its Thermal and Mecca farm properties, the Company has implemented the use of solar power systems in its operations to reduce power costs which include; a newly constructed 221 kW-DC Photovoltaic electric generating system estimated to produce 381,267 kWh annually on its Thermal property. During the year ending 12-31-13, this system produced 431,511 kWh of electricity which was either used on the farm or feed back into the power grid. This amount was 18% more than engineering expectations.
A second newly constructed 176.25 kW-DC Photovoltaic System, which is estimated to produce 286,996 kWh annually. The Mecca system just came on line toward the end of the year.
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, 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.
On December 31, 2013, the Company initiated a plan to unwind the acquisition of the controlling interest in Aqua Farming Tech, Inc. based upon the failure to produce audited statements before the end 12-31-13. The plan calls for a return of 382,099 shares of New Global common. In the event the required reports are delivered the Company may re institute the transaction. The transaction must be completed no later than December 31, 2014. (See Note 4 to the Financial Statements below)
ITEM 2. PROPERTIES:
The Company through its subsidiary Aqua Farming Tech, Inc., a California corporation has aquaculture and agriculture operations in the Coachella Valley in Southern California on two parcels of land which its owns totaling 118.9 acres. It includes a large working fish farm/hatchery , 90 masonry tanks, 5 wells, 12 earthen ponds, a fish processing facility and related facilities and equipment.
ITEM 3.
LEGAL PROCEEDINGS: NONE
ITEM 4.
MINE SAFETY DISCLOSURES: NONE REQUIRED
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.
The following table sets forth the range of high and low bid information for the Common Stock of the Company as reported by the OTC Markets on a quarterly basis for each of the two preceding fiscal years. The Company's shares have traded in the over-the-counter market on the OTC market. The Company's Common Stock trades under the symbol NGEY. The Companys common stock did not trade until the fourth quarter of 2012.
No dividends have been declared or paid with respect to the Common Stock. The bid quotations represent inter-dealer prices and do not include retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.
8
Common Stock
| Fiscal 2012 |
| High |
|
| Low |
|
| ||
| First Quarter |
| $ | - |
|
| $ | - |
|
|
| Second Quarter |
|
| - |
|
|
| - |
|
|
| Third Quarter |
|
| - |
|
|
| - |
|
|
| Fourth Quarter |
|
| 7.00 |
|
|
| 4.00 |
|
|
| Fiscal 2013 |
| High |
|
| Low |
|
| ||
| First Quarter |
| $ | 8.50 |
|
| $ | 6.00 |
|
|
| Second Quarter |
|
| 9.00 |
|
|
| 7.00 |
|
|
| Third Quarter |
|
| 8.00 |
|
|
| 7.00 |
|
|
| Fourth Quarter |
|
| 7.00 |
|
|
| 7.00 |
|
|
As of December 31, 2013, there were approximately 141 record holders of the Company's Common Stock.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-K.
Overview and Financial Condition
New Global Energy, Inc. (NGE or the Company) is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. . The Company focuses on the use of advanced technology and farming techniques with the goal of increasing production and decreasing costs in its aquaculture and agriculture operations. NGE has executive offices located in Brevard County, Florida..
During the fiscal year reported, the Company acquired an additional interest in Aqua Farming Tech, Inc., a California corporation with aquaculture and agriculture operations in the Coachella Valley in Southern California 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 fish processing facility and related equipment. The interest was purchased as below.
As of May 20, 2013, the Company had 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.
9
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, 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.
On December 31, 2013, the Company initiated a plan to unwind the acquisition of the controlling interest in Aqua Farming Tech, Inc. based upon the failure to produce audited statements before the end 12-31-13. The plan calls for a return of 382,099 shares of New Global common. In the event the required reports are delivered the Company may re institute the transaction. The transaction must be completed no later than December 31, 2014. (See Note 4 to the Financial Statements below)
As of September 30, 2013, the Company terminated the acquisition of the controlling interest (Control Block) in Aqua Farming Tech, Inc. based upon the failure to produce audited financial statements for the end 12-31-12 and 12-31-13. The termination includes the return of 382,099 shares of New Global common stock. In the event the required reports are later presented to the Company, it may re acquire this control block of Aqua Farming Tech, Inc. shares. (See Note 4 to the Financial Statements below) The Company expects to file an Amended 10-Q for the Interim Period Ended September 30, 2013 after the filing of this report.
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.
During the fiscal years covered by this report the Company reported the following sales of live fish;
During the Fiscal Year 2013 the AFT began to reduce existing inventories of Tilapia to allow restocking of its brood stock with new fish which it expects to grow more quickly and which will require less food to reach the target weight for market. It expects to complete this restocking during FY 2014.
In addition, the AFT has been finishing a new series of masonry ponds to be used for stocking and breeding shrimp. This work is nearly completed and pond coverings are in the process of completion. The Company expects the raising and sale of shrimp to provide a significantly larger gross margin from sales do to the cost price advantage in that market.
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 12-31-13, the Company had drawn down $350,000 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.
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 an additional transaction or transactions during the next 12 months. There are currently no transactions not referred to above under contract.
10
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. During the year ending 12-31-13, the first system produced 431,511 kWh of electricity which was either used on the farm or feed back into the power grid. This amount was 18% more than engineering expectations.
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.
11
Results of Operations for year ended December 31, 2013
The Company had revenues for the fiscal year ended December 31, 2013 of $0.00. Selling, general and administrative expenses for the same interim period from inception through December, 2013 were $216,803.
Liquidity and Capital Resources
Cash Flows
Interim Period Ended
June 30, 2013
Net Cash Used by Operating Activities
($181,385)
Net Cash Generated by financing Activities
$423,000
Cash Ending September 30, 2012
$19,076
Net Cash Used by Operating Activities from inception through December 31, 2013 was $181,385 while Net Cash generated by financing activities for the period were $423,000.
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 for more than 12 months without raising any additional capital. These non cash contributions include administrative services, office space, telephone, computer use and other ordinary and necessary business services involved in company operations. There are no written agreements in place to continue these contributions and the Company believes that it could continue its rate of operations for six months with or without further management contributions. The Company expects to accrue expenses related to these advances.
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. On November 15, 2012, 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. During the fiscal year, the Company had drawn down $100,000 of the Loan. 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.
12
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 12-31-13, the Company had drawn down $350,000 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.
The Company has been reviewing various real property to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities. The Company expects to enter into such transaction or transactions during the next 12 months. There are currently no transactions under contract and there is no assurance that the company will be able to complete such transactions.
Commitments and Capital Expenditures
The Company had no material commitments for capital expenditures as of December 31, 2013.
13
Item 8 FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
New Global Energy, Inc.
(A Development Stage Company)
Cheyenne, Wyoming
We have audited the accompanying balance sheets of New Global Energy, Inc. (A Development Stage Company) (the Company) as of December 31, 2013, and the related statements of expenses, stockholders equity (deficit) and cash flows for the period from January 24, 2013 (inception) through December 31, 2012. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
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 an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 the Company as of December 31, 2013, and the results of its operations and its cash flows for the periods then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated significant revenue and has generated a net loss. These conditions raise significant doubt about the Companys ability to continue as a going concern. Managements plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March XX, 2014
14
New Global Energy, Inc. | ||
Consolidated Balance Sheets | ||
(A Development Stage Company) | ||
|
|
|
| December 31, 2013 | December 31, 2012 |
|
|
|
Assets |
|
|
Current assets |
|
|
Cash | $19,076 | $6,961 |
Inventory | (0) | 0 |
Total current assets | 23,136 | 6,961 |
|
|
|
Other assets: |
|
|
Marketable securities (not trading) | 0 | 54,999 |
Assets of discontinued operations | 674,805 | 0 |
Notes receivable | 214,500 | 0 |
|
|
|
Total Assets | $912,441 | $61,960 |
|
|
|
Liabilities and Stockholders' Deficiency |
|
|
Current liabilities: |
|
|
Accounts payable-trade | $2,000 | $2,000 |
Accrued expenses | 8,996 | 4,204 |
Due to related parties | 199 | 199 |
Derivative liability | 11,886,798 | 0 |
Total current liabilities | 11,897,993 | 6,403 |
|
|
|
Debt of discontinued operations | 2,025,400 | 0 |
Convertible note payable, net of discount | 55,306 | 2,268 |
Total liabilities | 13,978,699 | 8,671 |
|
|
|
Stockholders' Deficiency: |
|
|
Preferred stock | 0 | 0 |
Common stock-100,000,000 authorized $0.0001 par value |
|
|
2,833,309 issued & outstanding (1,855,700 in December) | 283 | 186 |
Additional paid-in capital | 6,039,972 | 92,650 |
Accumulated deficit | (19,441,855) | (39,547) |
Total Stockholders' Deficiency | (13,401,600) | 53,289 |
Non-controlling interest | 335,342 | 0 |
Total stockholders' equity | (13,066,258) | 53,289 |
|
|
|
Total Liabilities & Stockholders' Deficiency | $912,441 | $61,960 |
See Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements. |
15
New Global Energy, Inc. | ||||
Consolidated Statements of Operations | ||||
(A Development Stage Company) | ||||
| ||||
| Year Ended December 31, 2013 | Year Ended December 31, 2012 | Inception (Jan 24, 2012) to Dec 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
Revenue | ($0) | $0 | ($0) |
|
|
|
|
|
|
Costs & Expenses: |
|
|
|
|
General & administrative | 181,385 | 35,418 | 216,803 |
|
Total Operating Costs & Expenses | 181,385 | 35,418 | 216,803 |
|
|
|
|
|
|
Other Expenses: |
|
|
|
|
Derivative valuation charge | 13,918,561 | 0 | 13,918,561 |
|
Interest expense & amortization of debt discount | 80,770 | 4,129 | 84,899 |
|
Impairment | 4,990,790 | 0 | 4,990,790 |
|
Total Other Expense | 18,990,121 | 4,129 | 18,994,250 |
|
|
|
|
|
|
Loss from continuing operations before income taxes | (19,171,506) | (39,547) | (19,211,053) |
|
Provision for income taxes | 0 | 0 | 0 |
|
Net (loss) | (19,171,506) | (39,547) | (19,211,053) |
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
Loss from discontinued operations | (255,030) | 0 | (255,030) |
|
Net loss attributable to non-controlling interest | 24,228 | 0 | 24,228 |
|
Net loss attributable to New Global | ($19,402,308) | ($39,547) | ($19,441,855) |
|
|
|
|
|
|
Basic and diluted per share amounts: |
|
|
|
|
Continuing operations | ($7.96) | ($0.02) |
|
|
Discontinued operations | ($0.11) | $0.00 |
|
|
Basic and diluted net loss | ($8.06) | ($0.02) |
|
|
|
|
|
|
|
Weighted average shares outstanding (basic & diluted) | 2,407,738 | 1,766,322 |
|
|
See Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements. |
16
New Global Energy, Inc. | |||||||
Consolidated Statement of Cash Flows | |||||||
(A Development Stage Company) | |||||||
| |||||||
| |||||||
| Year Ended December 31, 2013 | Year Ended December 31, 2012 | Inception (Jan 24, 2012) to Dec 31, 2013 | ||||
|
|
|
| ||||
Cash flows from operating activities: |
|
|
| ||||
Net Loss | ($19,402,308) | ($39,547) | ($19,441,855) | ||||
Adjustments required to reconcile net loss |
|
|
| ||||
to cash used in operating activities: |
|
|
| ||||
Minority interest | (24,228) | 0 | (24,228) | ||||
Discontinued operations | 255,030 | 0 | 255,030 | ||||
Derivative valuation charge | 13,918,561 | 0 | 13,918,561 | ||||
Depreciation | 0 |
| 0 | ||||
Impairment of goodwill | 4,990,790 | 0 | 4,990,790 | ||||
Amortization of debt discount | 80,038 | 2,425 | 82,463 | ||||
Increase in financing costs due to loan guarantees | 0 | 199 | 199 | ||||
Changes in operating assets and liabilities: |
|
|
| ||||
(Increase) decrease in interest receivable | (4,060) | 0 | (4,060) | ||||
Other liabilities | 0 | 2,500 | 2,500 | ||||
Increase (decrease) in accounts payable | 0 | 3,704 | 3,704 | ||||
Increase (decrease) in accrued expenses | 4,792 | 0 | 4,792 | ||||
Cash used by operating activities: | (181,385) | (30,719) | (212,104) | ||||
|
|
|
| ||||
Cash flows from investing activities: |
|
|
| ||||
Investment in and advance to affiliate | (214,500) | (54,999) | (269,499) | ||||
Acquisition costs | (15,000) | 0 | (15,000) | ||||
Cash used in investing activities | (229,500) | (54,999) | (284,499) | ||||
|
|
|
| ||||
Cash flows from financing activities: |
|
|
| ||||
Proceeds from issuance of common stock | 0 | 30,250 | 30,250 | ||||
Financing costs | 0 | (64,571) | (64,571) | ||||
Proceeds of convertible note advances | 423,000 | 127,000 | 550,000 | ||||
Cash generated by financing activities | 423,000 | 92,679 | 515,679 | ||||
|
|
|
| ||||
Change in cash | 12,115 | 6,961 | 19,076 | ||||
Cash-beginning of period | 6,961 | 0 | 0 | ||||
Cash-end of period | $19,076 | $6,961 | $19,076 | ||||
See Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements. |
| ||||||
Supplemental Cash Flow Disclosure: |
|
|
|
|
|
|
|
Common stock issued to purchase AFT | $3,465,657 | $0 | $3,465,657 |
|
|
|
|
17
New Global Energy, Inc. |
| |||||
Consolidated Statement of Stockholders' Deficiency |
| |||||
(A Development Stage Company) |
| |||||
|
|
|
|
|
|
|
| Common Stock |
|
|
| ||
| Shares | Common Stock | Additional paid-in capital |
| Accumulated Deficit | Total Equity (Deficit) |
Inception January 24, 2012 | 0 | $0 | $0 |
| $0 | $0 |
Stock issued for cash | 1,755,700 | 176 | 30,074 |
|
| 30,250 |
Note converted to common stock | 100,000 | 10 | 99,990 |
|
| 100,000 |
Beneficial conversion feature |
|
| 27,157 |
|
| 27,157 |
Offering costs |
|
| (64,571) |
|
| (64,571) |
Net Loss |
|
|
|
| (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 |
|
| 3,465,657 |
Note converted to common stock | 400,000 | 40 | 99,960 |
|
| 100,000 |
Write derivative liability due to conversion |
|
| 2,381,763 |
|
| 2,381,763 |
Net Loss |
|
|
|
| (19,402,308) | (19,402,308) |
Balance at December 31, 2013 | 2,833,309 | $283 | $6,039,972 |
| ($19,441,855) | ($13,401,600) |
See Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements. |
|
|
|
|
18
NEW GLOBAL ENERGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Note 1. | Basis of Presentation: |
Background
New Global Energy, Inc. (NGE or the Company) is focused on the development of its Global Energy Plantation (GEP) Platform which combines alternative energy production, sustainable agriculture and aquaculture. It anticipates the use of non centralized power plants, primarily concentrated solar power (CSP), Jatropha 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. NGE is a development stage company with executive offices located in Brevard County, Florida. New Global Energy, Inc. was organized on January 24, 2012.
Basis of Presentation
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.
Development Stage
The Company complies with Statement of Financial Accounting Standard ASC 915-15 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.
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.
Significant Accounting Policies
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2013 and December 31, 2012.
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. The equipment carried on the September 30, 2013 balance sheet (a multiple target industrial vacuum) has not yet been placed in service.
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
19
Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Companys common stock, the estimated volatility of the Companys common stock, the exercise price of the warrants and the risk free interest rate.
Accounting For Obligations And Instruments Potentially To Be Settled In The Companys Own Stock: We account for obligations and instruments potentially to be settled in the Companys stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Companys own stock.
Fair Value of Financial Instruments: FASB ASC 825, Financial Instruments, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2013 and 2012, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.
Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2: Inputs to the valuation methodology include:
- Quoted prices for similar assets or liabilities in active markets;
- Quoted prices for identical or similar assets or liabilities in inactive markets;
- Inputs other than quoted prices that are observable for the asset or liability;
- Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2013 and 2012, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.
Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
20
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
Uncertain Tax Positions
The Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN No. 48) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.
Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2008. We are not under examination by any jurisdiction for any tax year. At December 31, 2013 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.
Recent Accounting Pronouncements
In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." The amendments in this ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization's operations and financial results and include disposals of a major geographic area, a major line of business, or a major equity method investment. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Additionally, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted.
21
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013002, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension0related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013002 is not expected to have a material impact on our financial position or results of operations.
Emerging Growth Company:
We qualify as an emerging growth company under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.
In May 2011, the FASB issued ASC update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in US generally accepted accounting principles ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). Consequently, the amendments converge the fair value measurement guidance in U.S. GAAP and IFRS. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. The amendments in this update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include the following:
1)
measuring the fair value of financial instruments that are managed within a portfolio,
2)
application of premiums and discounts in a fair value measurement, and
3)
additional disclosures about fair value measurements. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.
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: |
Common Stock
We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.
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 $3,465,657 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.
22
Stock Options
There are no employee or non-employee options grants.
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. Interest is payable upon the maturity date (January, 2014). Both notes have been 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 December 31, 2013 we owed $350,000 against this note and had $150,000 of unused credit.
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $350,000 has been recorded as a discount to the notes payable and to Additional Paid-in Capital.
For the period ended December 31, 2013 the Company has recognized $6,496 in accrued interest expense related to the convertible note and has amortized $55,306 discount arising from the beneficial conversion feature which has also been recorded as interest expense. The carrying value of convertible note is as follows:
| Dec 31, 2013 |
Face amount of the notes | $350,000 |
Less unamortized discount | (294,694) |
Carrying Value | $55,306 |
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 $3,538,264 and $8,348,534, respectively, at December 31, 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- 0.15%-.0.36%
·warrant life is the remaining contractual life of the warrants,
·expected volatility-319% to 329%,
·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 | $ 0 | $ 0 | $ 0 |
Fair value of warrants issued or conversion feature | 14,168,404 | 3,563,009 | 10,605,395 |
Warrants converted or expired | (2,381,763) | 0 | (2,381,763) |
Adjustment to fair value at December 31st, 2013 | 100,157 | (24,745) | 124,902 |
Fair value at December 31, 2013 | 11,886,798 | 3,538,264 | 8,348,534 |
We determined that the derivative liabilities resulted in an additional $423,000 discount on the convertible notes payable. On June 19th, 2013 one note converted to common stock. The entire unamortized discount of $97,732 was expensed as an interest charge at that time.
23
Note 4. Acquisition off Non-Controlling Interest in Aqua Farming Tech, Inc. (AFT) and Discontinued Operations:
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, 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.
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 was as follows:
| 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: |
|
|
Cash paid |
| 35,642 |
Assumption of certain liabilities: |
|
|
Accounts payable |
| 175,337 |
Due related parties |
| 74,588 |
Preferred stock payable |
| 85,003 |
Current & long-term debt |
| 1,509,642 |
Minority interest carried over |
| 359,571 |
Total consideration |
| 5,705,439 |
|
|
|
Assets received in exchange: |
|
|
Cash |
| 7,148 |
Property & equipment |
| 594,615 |
Stock subscriptions receivable |
| 112,886 |
Total identifiable assets |
| 714,649 |
Consideration in excess of identifiable assets |
| $4,990,790 |
|
|
|
Valuation Notes: |
|
|
(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.
Discontinued Operations of AFT: As of September 30, 2013, the Company terminated the acquisition of the controlling interest (Control Block) in Aqua Farming Tech, Inc. based upon the failure to produce audited financial statements for the end 12-31-12 and 12-31-13. The termination includes the return of 382,099 shares of New Global common stock. In the event the required reports are later presented to the Company, it may re acquire this control block of Aqua Farming Tech, Inc. shares. (See Note 4 to the Financial Statements below) The Company expects to file an Amended 10-Q for the Interim Period Ended September 30, 2013 after the filing of this report.
A summary of the Companys results of discontinued operations for the year ended December 31, 2013 and the Companys assets and liabilities from discontinued operations as of that date is as follows:
24
Results of discontinued operations:
Sales | $94,711 |
Costs related to sales | (140,669) |
Operating expenses | (209,072) |
Net loss before taxes | ($255,030) |
Income taxes | 0 |
Net Loss | ($255,030) |
Net Loss per share | ($0.11) |
Assets and liabilities of discontinued operations
Assets | December 31, 2013 |
| Liabilities | December 31, 2013 |
Cash | $7,026 |
| Accounts payable | $206,129 |
Property & equipment | 561,744 |
| Accrued expenses | 176,845 |
Common stock subscriptions | 106,036 |
| Notes payable | 1,642,426 |
Total | $674,806 |
| Total | $2,025,400 |
In connection with the share exchange, the Company also advanced $214,500 to AFT in the form of promissory notes. The notes bear interest at 7% and are due one year from the date of issuance.
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 December 31, 2013:
25
| December 31, 2013 | |||
Description of assets: | Level 1 | Level 2 | Level 3 | Total |
None | $- | $- | $- | $- |
Description of liabilities: |
|
|
|
|
Derivatives | $- | $- | $11,886,798 | $11,886,798 |
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:
|
| Warrants |
| Weighted average exercise price |
| Aggregate intrinsic value |
| Weighted average remaining contractual life (years) |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011 |
| - |
| - |
|
|
|
|
Granted |
| 411,400 |
| 1.12 |
|
|
|
|
Exercised |
| - |
| - |
|
|
|
|
Forfeited |
| - |
| - |
|
|
|
|
Expired |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31, 2013 |
| 611,300 |
| $ 2.12 |
| $ - |
| 1.95 |
|
|
|
|
|
|
|
|
|
Warrants exercisable at December 31, 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 |
26
Note 7. Income Taxes
We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits.
Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.
| Dec 31, 2013 | Dec 31, 2012 |
Individual components giving rise to the deferred tax assets are as follows: |
|
|
Future tax benefit arising from net operating loss carryovers | $ 85,840 | $12,993 |
Less valuation allowance | (85,840) | (12,993) |
Net deferred | $ - | $ - |
The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2009
Note 8. Subsequent Events:
There were no material subsequent events following the period ended December, 31, 2013 and throughout the date of the filing of Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None
ITEM 9A.
INTERNAL CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Perry West, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining disclosure controls and procedures for our Company.
Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013 (under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2013 due to the lack of sufficient personnel to assure segregation of duties and lack of a GAAP accounting professional on staff. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure completeness of all Company filings.
The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
·
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.
27
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control -- Integrated Framework. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2013 due to the following: Company's disclosure controls and procedures were not effective as of December 31, 2013 due to the lack of sufficient personnel to assure segregation of duties and the lack of a GAAP accounting professional on staff.
This Annual Report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
In connection with the evaluation of the Company's internal controls during the Companys last fiscal year, the Company's Principal Executive Officer and Principal Accounting Officer have determined that there are no changes to the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company's internal controls over financial reporting.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
28
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The directors and executive officers of the Company for the reported period are as follows:
| Name |
| Age |
| Position |
|
| Perry D. West |
| 66 |
| Director, Chairman of the Board and CEO/President |
|
|
|
|
|
|
|
|
Perry D. West, President, CEO, Vice President, Secretary and Chairman of the Board of Directors
Mr. West has been an officer and director of the Company since its inception. During the last five years, he has been engaged in the practice of law as well as being a Director of VoiceLift, Inc., a business VoIP telephone company. Formerly, he was Chairman and Chief Executive Officer of Interactive Technologies Corporation; a NASDAQ listed Technology Company developing interactive digital media and interactive television. Earlier, he served as Vice Chairman and Executive Vice President/General Counsel of American Financial Network, another NASDAQ company. Mr. West was previously Chairman of the Board and Chief Executive Officer of Cambridge Energy Corporation, a public oil and gas Exploration and Production company; he was a former partner in the consulting firm of Cambridge Equity, Inc. an international business consulting firm. Mr. West has been director and officer of a number of small private companies including Nanogen Power Systems, LLC, a concentrated solar power company, Homeport, LLC, a financial products developer; GETG, Inc., an alternative energy company, TriMark Explorations, Ltd. a mining company and Highlight Networks, Inc. a small public company engaged in wireless network development. Mr. West was admitted to the practice of law in Florida in 1974. He was graduated with a Bachelor of Arts degree from The Florida State University in 1968 and with a Juris Doctorate degree from The Florida State University College of Law in 1974. He was graduated from the Army Engineer Officer Candidate School and served as an officer with the United States Army Security Agency. Mr. West was selected as an officer and Director of the Company based upon his considerable experience with growth and development of early stage companies, both public and private including general management and technology development and growth.
Section 16(a) Beneficial Ownership Reporting Compliance. A review of forms submitted to the registrant with respect to the most recent fiscal year indicates that there are no persons who failed to file a form or forms required by Section 16(a) of the Securities Exchange Act.
Code of Ethics. The Company has not as of the date of this filing adopted a code of ethics due to the limited number of directors and no outside directors to which this would have applied. The Company expects to propose a Code of Ethics to the Board of Directors during the coming fiscal year.
The Registrant does not have a separately designed standing audit committee or committee that performs similar functions, due to the limited size of the Board of Directors and further has not yet designated an audit committee financial expert.
There was no director compensation paid during the fiscal year.
29
ITEM 11.
EXECUTIVE COMPENSATION.
The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to the chief executive officer of the Company, December 31, 2013:
Summary Compensation Table |
|
| ||||||||||||||||||||||||||||
|
|
|
|
| Annual Compensation |
|
| Payouts |
|
|
|
|
| |||||||||||||||||
Name and Principal Position |
| Fiscal Year |
|
| Salary |
|
| Bonus |
|
| Other Annual Compensation |
|
| Underlying Options |
|
| All Other Compensation |
|
| |||||||||||
Perry D. West, President/CEO |
|
| 2013 | * |
| 0- |
|
|
| 0-- |
|
|
| 0-- |
|
|
| 0-- |
|
|
| 0$- |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Mr. West received separate attorneys fees for legal work performed for the Company during the year.
Options/Stock Appreciation Rights:
There were no stock options and stock appreciation rights ("SARs") granted to executive officers during the fiscal year ended December 31, 2013 (since inception) .
Note: No bonus has been paid or distributed in this reporting period or fiscal 2013.
Director Compensation
The Company does not have any standard arrangements pursuant to which directors of the Company are compensated for services provided as a director. All directors are entitled to reimbursement for expenses reasonably incurred in attending Board of Directors' meetings. There have been no distributions of Stock to the Board Members as of the end of December 31, 2013 (since inception)
Compensation Agreements, Termination of Employment and Change-in-Control Arrangements:
There are no and have been no Compensation Agreements in place and no separate Compensation Committee has yet been appointed due to the limited size of the Board of Directors and the Management of the company. The company has as of the date of this filing not adopted any management compensation program
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED
STOCKHOLDER MATTERS.
The following table sets forth information concerning ownership of common stock, as of December 31, 2013, by each person known by the Company to be the beneficial owner of more than 5% of the common stock, each director and executive officer, and by all directors and executive officers of the Company as a group.
Name of beneficial owner |
|
|
| Status |
|
| Shares Beneficially Owned |
|
| Percentage of Class |
|
|
|
|
|
|
|
|
|
|
|
|
|
Perry D. West |
|
|
| Director, President and CEO |
|
| 1,000,000 |
|
| 53.88% |
|
30
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
Directors |
|
|
|
|
| ||
|
|
|
|
|
| ||
Perry D. West |
|
| Director, Chairman, President and CEO |
|
| ||
|
| ||||||
|
| ||||||
Bio-Global Resources, Inc. |
|
| Related person |
|
|
Perry D. West. At inception Mr. West purchased 1,000,000 shares of the companys common stock for $1,000.00
John Potter and Susan Potter. At inception Mr. Potter and his daughter Susan Potter purchased 375,000 shares of the companys common stock each for $375.00.
Bio-Global Resources, Inc., a third party unrelated company converted $100,000 of a convertible promissory note to 100,000 common shares of the company at a conversion price of $1.00 per share. It later entered into a second loan transaction of $100,000, of which $100,000 has been drawn down by the Company. 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 12-31-13, the Company had drawn down $350,000 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.
(see Financing Activities in Managements Discussion and Analysis)
ITEM 14.
PRINCIPAL ACCOUNTANT FEEES AND SERVICES
(1) Audit Fees: The Companys principal accountant has billed for Audit services $4,000 for the Year ended 2012.
(2) Audit Related Fees:
None
(3) Tax Fees:
None
(4) All Other Fees:
None
PART IV - OTHER INFORMATION
ITEM 15. Exhibits, Financial Statement Schedules.
a) | Exhibits |
3.1 Articles of Incorporation. (Incorporated by reference-S-1 Registration)
3.2 By Laws (Incorporated by reference-S-1 Registration)
4.1 Class A Warrant Certificate (Incorporated by reference-S-1 Registration)
4.1 Class B Warrant Certificate (Incorporated by reference-S-1 Registration)
5.1 Opinion of Legality (Incorporated by reference-S-1 Registration)
10.1 Convertible Promissory Note with Warrants (Incorporated by reference-S-1 Registration)
10.2 Legal Services Agreement (Incorporated by reference-S-1 Registration)
23 Consents of Experts and Counsel (Incorporated by reference-S-1 Registration)
23.1 Michael Cronin, CPA (Incorporated by reference-S-1 Registration)
23.2 Perry Douglas West, Esq. (contained in 5.1) (Incorporated by reference-S-1 Registration)
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 |
31
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
May 16, 2014
32