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EXCEL - IDEA: XBRL DOCUMENT - New Global Energy, Inc. | Financial_Report.xls |
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From_______ to _______
333-179669 |
Commission file number |
NEW GLOBAL ENERGY, INC. |
(Exact name of small business issuer as specified in its charter) |
Wyoming |
| 45-4349842 |
(State of incorporation) |
| (IRS Employer Identification Number) |
109 East 17th Street Suite 4217 Cheyenne, WY 82001 |
|
(Address of principal executive office) |
(307) 633-9192 |
(Issuer's telephone number) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirement for at least the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [x] Yes ¨ No
Large accelerated filer o Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company)o Smaller reporting company ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No [x]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.0001 per share 6,115,852 outstanding shares as of August 8, 2014.
1
NEW GLOBAL ENERGY, INC.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements-unaudited
Balance Sheets as of June 30, 2014 and December 31, 2013.
Statements of Operations for the Three Month Periods Ended June 30, 2014 and June 30, 2013
Statements of Operations for the Six Month Periods Ended June 30, 2014 and June 30, 2013
Statement of Operations for the period since inception January 24, 2012 through June 30, 2014
Statements of Cash Flows for the six months ended June 30, 2014 and for the period since
inception January 24, 2012 through June 30, 2014 and through June 30, 2012
Statement of Stockholders Deficiency for the period ended June 30, 2014.
Notes to Interim Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities
Item 4. Not Required
Item 5. Other Information
Item 6. Exhibits
Signatures
2
ITEM 1. FINANCIAL STATEMENTS
New Global Energy, Inc. | ||
Balance Sheets | ||
(A Development Stage Company) | ||
|
|
|
| June 30, 2014 (unaudited) | December 31, 2013 (unaudited) |
|
|
|
Assets |
|
|
Current assets |
|
|
Cash | $1,738 | $19,076 |
Interest receivable on short-term notes | 16,840 | 4,060 |
Total current assets | 18,578 | 23,136 |
|
|
|
Other assets: |
|
|
Minority interest in unconsolidated subsidiary (AFT) | 1,113,897 | 1,207,523 |
Notes receivable | 529,500 | 214,500 |
|
|
|
Total Assets | $1,661,975 | $1,445,159 |
|
|
|
Liabilities and Stockholders' Deficiency |
|
|
Current liabilities: |
|
|
Accounts payable-trade | $2,000 | $2,000 |
Accrued expenses | 20,789 | 8,996 |
Due to related parties | 199 | 199 |
Derivative liability | 1,577,120 | 11,886,798 |
Total current liabilities | 1,600,108 | 11,897,993 |
|
|
|
Convertible note payable, net of discount | 0 | 55,306 |
Total liabilities | 1,600,108 | 11,953,299 |
|
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|
Stockholders' Deficiency: |
|
|
Preferred stock | 0 | 0 |
Common stock-100,000,000 authorized $0.0001 par value |
|
|
4,821,876 issued & outstanding (2,487,876 in December) | 482 | 249 |
Additional paid-in capital | 18,427,269 | 3,967,406 |
Accumulated deficit | (18,515,884) | (14,475,794) |
Total Stockholders' Deficiency | (88,133) | (10,508,139) |
|
|
|
Total Liabilities & Stockholders' Deficiency | $1,511,975 | $1,445,160 |
See notes to unaudited interim financial statements. |
|
|
3
New Global Energy, Inc. | |||||||
Statements of Operations | |||||||
(A Development Stage Company) | |||||||
(unaudited) | |||||||
| |||||||
| Three Months Ended June 30, 2014 | Three Months Ended June 30, 2013 |
| Six Months Ended June 30, 2014 | Six Months Ended June 30, 2013 | Inception (Jan 24, 2012) to June 30, 2014 |
|
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Revenue | $0 | $0 |
| $0 | $0 | $0 |
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Costs & Expenses: |
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General & administrative | 95,590 | 27,654 |
| 186,338 | 31,394 | 403,141 |
|
Total Operating Costs & Expenses | 95,590 | 27,654 |
| 186,338 | 31,394 | 403,141 |
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Other Expenses: |
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|
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Derivative valuation charge | (47,686) | 4,684,471 |
| 3,316,418 | 4,684,471 | 17,234,979 |
|
Interest expense & amortization of debt discount | 417,869 | 95,820 |
| 443,707 | 98,048 | 528,606 |
|
Net loss attributable to non-controlling interest | 43,626 | 18,906 |
| 93,626 | 18,906 | 349,158 |
|
Total Other Expense | 413,809 | 4,799,197 |
| 3,853,751 | 4,801,425 | 18,112,743 |
|
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|
|
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|
Loss from continuing operations before income taxes | (509,399) | (4,826,851) |
| (4,040,089) | (4,832,819) | (18,515,884) |
|
Provision for income taxes | 0 | 0 |
| 0 | 0 | 0 |
|
Net loss | ($509,399) | ($4,826,851) |
| ($4,040,089) | ($4,832,819) | ($18,515,884) |
|
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Basic and diluted per share amounts: |
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Continuing operations | ($0.16) | ($2.30) |
| ($1.42) | ($2.58) |
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Basic and diluted net loss | ($0.16) | ($2.30) |
| ($1.42) | ($2.58) |
|
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Weighted average shares outstanding (basic & diluted) | 3,193,854 | 2,097,413 |
| 2,836,230 | 1,871,524 |
|
|
See notes to unaudited interim financial statements. |
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4
New Global Energy, Inc. | |||
Statement of Cash Flows | |||
(A Development Stage Company) | |||
(unaudited) | |||
| |||
| Six Months Ended June 30, 2014 | Six Months Ended June 30, 2013 | Inception (Jan 24, 2012) to June 30, 2014 |
|
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|
Cash flows from operating activities: |
|
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|
Net Loss | ($4,040,089) | ($4,832,819) | ($18,515,884) |
Adjustments required to reconcile net loss |
|
|
|
to cash used in operating activities: |
|
|
|
Minority interest | 93,626 | 18,906 | 349,158 |
Derivative valuation charge | 3,316,418 | 4,684,471 | 17,234,979 |
Amortization of debt discount | 444,694 | 97,732 | 527,157 |
Increase in financing costs due to loan guarantees | 0 | 0 | 199 |
Changes in operating assets and liabilities: |
|
|
|
(Increase) decrease in interest receivable | (12,780) | (214) | (16,840) |
Other liabilities | 0 | 0 | 2,500 |
Increase (decrease) in accounts payable | 0 | 0 | 3,704 |
Increase (decrease) in accrued expenses | 11,793 | 530 | 16,585 |
Cash used by operating activities: | (186,338) | (31,394) | (398,442) |
|
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|
Cash flows from investing activities: |
|
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|
Investment in and advance to affiliate | (315,000) | (48,500) | (584,499) |
Acquisition costs | 0 | 0 | (15,000) |
Cash used in investing activities | (315,000) | (48,500) | (599,499) |
|
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Cash flows from financing activities: |
|
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|
Proceeds from issuance of common stock | 334,000 | 0 | 364,250 |
Financing costs | 0 | 0 | (64,571) |
Proceeds of convertible note advances | 150,000 | 73,500 | 700,000 |
Cash generated by financing activities | 484,000 | 73,500 | 999,679 |
|
|
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|
Change in cash | (17,338) | (6,394) | 1,738 |
Cash-beginning of period | 19,076 | 6,961 | 0 |
Cash-end of period | $1,738 | $567 | $1,738 |
See notes to unaudited interim financial statements. |
|
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Supplemental Cash Flow Disclosure: |
|
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Common stock issued to purchase AFT | $0 | $1,393,056 | $1,393,056 |
Write off derivative liability due to note conversion | $13,776,096 | $2,381,763 | $16,157,859 |
Debt discount due to derivative liabilities | $150,000 | $73,000 | $700,000 |
Conversion of note payable | $500,000 | $200,000 | $700,000 |
5
New Global Energy, Inc. |
| |||||
Statement of Stockholders' Deficiency |
| |||||
(A Development Stage Company) |
| |||||
(unaudited) |
| |||||
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| Common Stock |
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| ||
| 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 non-controlling interest in AFT | 232,176 | 23 | 1,393,033 |
|
| 1,393,056 |
Note converted to common stock | 400,000 | 40 | 99,960 |
|
| 100,000 |
Write off derivative liability due to conversion |
|
| 2,381,763 |
|
| 2,381,763 |
Net Loss |
|
|
|
| (14,436,248) | (14,436,248) |
Balance at December 31, 2013 | 2,487,876 | $249 | $3,967,406 |
| ($14,475,795) | ($10,508,140) |
Stock issued upon exercise of warrants | 334,000 | 33 | 333,967 |
|
| 334,000 |
Note converted to common stock | 2,000,000 | 200 | 499,800 |
|
| 500,000 |
Conversion of derivative liability due to exercise of warrants and notes |
|
| 13,626,096 |
|
| 13,626,096 |
Net Loss |
|
|
|
| (4,040,089) | (4,040,089) |
Balance at June 30, 2014 | 4,821,876 | $482 | $18,427,269 |
| ($18,515,884) | ($88,133) |
See notes to unaudited interim financial statements. |
|
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6
NEW GLOBAL ENERGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014
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 Consolidated Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2013 audited financial statements included in Form 10-K and should be read in conjunction with the Notes to Financial Statements which appear in that report.
The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in these interim consolidated financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and six-month periods ended June 30, 2014 and 2013. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.
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 unconsolidated subsidiary Aqua Farming Tech, Inc. (AFT). All significant inter-company balances and transactions have been eliminated. Investments in companies that are not majority-owned are carried at cost (if less than 20% owned and the Company has no significant influence) or equity (if the Company has significant influence).
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.
7
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 June 9th, 2014 we issued 2,000,000 shares upon the conversion of a $500,000 note. The conversion was within the terms of the original agreement.
8
On May 15, 2014 we issued 262,000 shares upon the exercise of 262,000 warrants at $1.00 per share resulting proceeds of $262,000.
On February 25, 2014 we issued 72,000 shares upon the exercise of 72,000 warrants at $1.00 per share resulting proceeds of $72,000.
On April 1st, 2013 we issued 232,176 shares of common stock with an aggregate value of $1,393,056 for the acquisition of approximately 36.69% 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.
Stock Options
There are no employee or non-employee options grants.
Note 3. Convertible Long-Term Debt:
On July 19, 2013 we issued an unsecured convertible promissory note for $500,000. The note bears interest at 6% and converts at $0.25 per share. On June 9th, 2014 the note holders converted the entire outstanding balance to 2,000,000 shares of common stock.
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 $500,000 has been recorded as a discount to the note payable.
For the period ended June 30, 2014 the Company has recognized $11,793 in accrued unpaid interest expense related to the convertible note and has amortized $444,694 of the discount arising from the beneficial conversion feature which has also been recorded as interest expense.
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 remaining unexercised warrants and the conversion feature was determined to be $1,577,120 and $0, respectively, at June 30, 2014. Upon conversion of the note and exercise of 334,000 warrants, the derivative valuation underlying each was reclassified to paid-in capital.
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
9
The following table summarizes the derivative liabilities included in the balance sheet:
| Totals | Warrants | Conversion Feature |
Fair value at December 31, 2013 | $11,886,798 | $3,538,264 | $8,348,534 |
Fair value of warrants issued or conversion feature | 0 | 0 | 0 |
Warrants/Debt exercised or converted | (13,626,096) | (1,919,771) | (11,706,325) |
Adjustment to fair value at June 30th, 2014 | 3,316,418 | (41,373) | 3,357,791 |
Fair value at June 30, 2014 | $1,577,120 | $1,577,120 | $0 |
We determined that the derivative liabilities resulted in an additional $150,000 discount on the convertible notes payable.
Note 4. Acquisition of Aqua Farming Tech, Inc. (AFT):
The Company completed its purchase of 36.69% of Aqua Farming Tech, Inc. on April 1, 2013 through the issuance of 232,176 shares of stock to acquire 429,350 shares of AFT common. 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 Company also advanced $529,500 to AFT in the form of a series 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.
10
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:
| June 30, 2014 | |||
Description of assets: | Level 1 | Level 2 | Level 3 | Total |
None | $- | $- | $- | $- |
Description of liabilities: |
|
|
|
|
Derivatives | $- | $- | $1,577,120 | $1,577,120 |
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) |
|
|
|
|
|
|
|
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|
Outstanding at December 31, 2013 |
| 611,300 |
| $ 2.12 |
| $ 2,417,100 |
| 2.45 |
|
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|
|
|
|
|
|
|
Granted |
| - |
| - |
|
|
|
|
Exercised |
| 334,000 |
| $1.00 |
|
|
|
|
Forfeited |
| - |
| - |
|
|
|
|
Expired |
| - |
| - |
|
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|
|
|
|
|
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|
|
|
|
|
Outstanding at June 30, 2014 |
| 277,300 |
| $ 2.12 |
| $ - |
| 1.65 |
|
|
|
|
|
|
|
|
|
Warrants exercisable at June 30, 2014
|
|
|
|
|
|
|
Exercise prices |
| Number of shares |
| Weighted average remaining life (years) |
| Exercisable number of shares |
$1.00 |
| 66,000 |
| 1.67 |
| 66,000 |
$3.00 |
| 200,000 |
| 2.25 |
| 200,000 |
$5.50 |
| 11,300 |
| 0.91 |
| 11,300 |
11
Note 7. Subsequent Events:
Subsequent to the end of the reported period, holders of the Promissory Note payable by the Company to Bio-Global Resources, Inc. and dated July 19, 2013, elected to exercise their conversion rights under this promissory note in full satisfaction thereof. Pursuant to the terms thereof two million shares were issued to five separate holders.
Also, subsequent to the end of the reported period, on July 15, 2014 the Company completed the acquisition of a 43.66% Net Revenue Interest in operations of Aqua Farming Tech, Inc., a California corporation. For and in consideration of One Million Two Hundred and Fifty Thousand Forty Three (1,250,043) shares of New Global Energy Inc. common stock, Aquaculture Joint Venture, a Nevada General Partnership, an unrelated third party, assigned a 43.66% Net Revenue Interest in and to the net revenues from the operations of Aqua Farming Tech, Inc. aquaculture operations in Southern California. Cash allocable to the Net Revenue Interest is calculated and distributed on a quarterly basis within forty five (45) days after the end of each calendar quarter. The value of this transaction was $1,000,034.
The Companys previous annual report was filed without an audit opinion pursuant to a claim under Rule 210.3-11. The financial statements contained in this report have been provided to our auditors without review.
12
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.
During all periods included in this Quarterly Report, the Company has maintained consistent operations. As of the date of this report, the Company has had limited ongoing operations concentrating on the design and development of the Companys aquaculture and sustainable agriculture business which combines alternative energy production, sustainable agriculture and aquaculture. This design and development is managed by the Company and is completed using principally third party contract services. As of the date of this report the Company has not derived revenue from any farm operations resulting from this design and development. The Company has used existing capital or credit available to pay legal fees and expenditures to maintain the Company in compliance with Securities and Exchange Commission regulations such as accounting and auditing and other costs related to financial disclosure obligations. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.
Overview and Financial Condition
During the period since inception January 24, 2012 through June 30, 2014. the Company continued to focus on the development of its aquaculture and sustainable agriculture business which combines alternative energy production, sustainable agriculture and aquaculture. The concept uses non centralized power plants, primarily solar power, Jatropha (Jatropha curcas, a genus of plants shrubs or trees, the oil from which can be used for biodiesel production) based biofuels and aquaculture operations to produce power for its own use and to feed into the power grid serving local power needs while producing farm grown fish and shrimp as food products all grown on mainly undeveloped land. NGE is a development stage company with executive offices located in Brevard County, Florida.
In addition, the Company continues to review various real property alternatives that may include developed or partially developed resources to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities during the period covered by this report,
May 20, 2013, the Company has completed the acquisition of 30.74% of Aqua Farming Tech, Inc. (AFT) from unrelated parties. AFT is a California company that operates a large aquaculture operation on two parcels of land totaling 118.9 acres. It includes a large working fish farm/hatchery , 90 masonry tanks, 5 wells, 12 earthen ponds, a newly constructed 221 kW-DC Photovoltaic electric generating system estimated to produce 381,267 kWh annually, a second newly constructed 176.25 kW-DC Photovoltaic System, which is estimated to produce 286,996 kWh annually, a fish processing facility, shop facilities, 3 out buildings, 3 60KB generators, 1 200KB generator, 2 backhoes, 2 tractors, 1 delivery truck, various additional equipment and parts inventory as well as a fish inventory of nearly .5 million fish.
On July 23, 2013, the Company entered into a transaction to acquire an additional 764,199 shares of Aqua Farming Tech, Inc. (AFT) from unrelated parties giving it a total of approximately 90.5% of the outstanding shares of AFT or controlling interest in the California company that operates a large aquaculture operation on two parcels of land totaling 118.9 acres in the Cochella Valley. Part of the acquisition of this control block included the agreement to provide accounting records in auditable format within the time requirements of the Companys reporting obligations. While the Company believes that AFT has complete records, its auditors were not able to complete the audit within the period required and during this reporting period, the Company exercised its right to cancel this acquisition of the control block of shares reducing it audit requirement to consolidate AFT records at this time. The Company continues to carry the interest purchased in May of 2013 along with other shares purchased prior to that.
13
In addition, the Company continues to assist AFT in updating its accounting and operational systems.
The Company expects to continue to assist in the operation of this aquaculture operation with the application of concepts and technology expected to improve the productivity of the farm. There is no assurance that expected results will be obtained or that the Company will be successful in operating AFT operations.
In order to provide for additional operations, during the last fiscal year, the Company entered into a Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $500,000 due July 19, 2015 with interest at the rate of 6.00% per annum. As of this date, the Company had drawn the face amount of the Loan. Bio-Global Resources, Inc. subsequently elected to convert amounts outstanding on the loan into the Companys common stock at the rate of $0.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a 200,000 warrants to purchase common shares at a price of $3.00 per share until July 19, 2018.
Funds from this credit facility including the exercise of warrants should provide funds for it to continue at an increased rate of operation for more than 6 months without additional funding. As of the end of the reported period, BioGlobal Resources, Inc. has exercised warrants for the purchase of 334,000 shares from two prior loan agreements. Although the Company has successfully completed credit arrangements with Bio-Global Resources, Inc. before, there is no assurance that this transaction will be completed or that all of the funds will be available when requested by the Company.
The Company has been reviewing various additional real property alternatives that may include developed or partially developed resources to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities. The Company expects to enter into such transaction or transactions during the next 12 months. There are currently no transaction not referred to above under contract and there is no assurance that the company will be able to complete such transactions.
The AFT farm properties both have had newly installed solar systems which will assist in controlling operating costs consistent with the companys theory of operations.
Subsequent to the end of the reported period, On July 15, 2014 the Company completed the acquisition of a 43.66% Net Revenue Interest in operations of Aqua Farming Tech, Inc., a California corporation. For and in consideration of One Million Two Hundred and Fifty Thousand Forty Three (1,250,043) shares of New Global Energy Inc. common stock, Aquaculture Joint Venture, a Nevada General Partnership, an unrelated third party, assigned a 43.66% Net Revenue Interest in and to the net revenues from the operations of Aqua Farming Tech, Inc. aquaculture operations in Southern California. Cash allocable to the Net Revenue Interest is calculated and distributed on a quarterly basis within forty five (45) days after the end of each calendar quarter. The value of this transaction was $1,000,034.
Results of Operations for the Six Months ended June 30, 2014 and June 30, 2013.
The Company had revenues for the six month periods ended June 30 2014 and June 30, 2013 of $0.00. Selling, general and administrative expenses for the same six months ended June 30, 2014 were $186,338 up from $31,394.00 for the same period the prior year due primarily to the increase in accounting and professional expenses related to the acquisition of interests in Aqua Farming Tech, Inc. The Company showed a total net loss for Six Month period ended June 30, 2014 of $4,040 089 down slightly from $4,832,819 for the same period the prior year. The losses were due substantially to a derivative valuation charge of $3,316,418 and interest expense and amortization of debt discount of in the amount of $443,707 up from $98,040 for the same period the prior year.
14
Results of Operations for the Three Months ended June 30, 2014 and June 30, 2013.
The Company had revenues for the three month periods ended June 30 2014 and June 30, 2013 of $0.00. Selling, general and administrative expenses for the same three months ended June 30, 2014 were $95,590 up from $27,654 for the same period the prior year due primarily to the increase in expenses related to the acquisition of interests in Aqua Farming Tech, Inc. The Company showed a total net loss for Three Month period ended June 30, 2014 of $509,399 down from $4,826,851 for the same period the prior year. The losses were down due substantially to a negative derivative valuation charge for the reported period.
Liquidity and Capital Resources
Cash Flows
Six Months Ended
June 30, 2014
Net Cash Generated by Operating Activities
($186,338)
Net Cash Generated by financing Activities
$484,000
Cash Ending June 30, 2013
$1,738
Net Cash Generated from Operating Activities from inception through June 30, 2014 was $0.00 while Net Cash generated by financing activities for the period were $484,000. The company has continued to fund its operations from capital in the total amount of $398,442 since inception.
Financing Activities
The Company is currently pursuing the planning stage of its business plan with limited of cash outlays for operating expenses. Non cash contributions are being made by management and it would expect to continue at this rate of operation. These non cash contributions include administrative services, office space, telephone, computer use and other ordinary and necessary business services involved in company operations. There are no written agreements in place to continue these contributions and the Company believes that it could continue its rate of operations for six months with or without further management contributions. The Company expects to accrue expenses related to these advances.
In June 2012, the Company registered 200,000 Units and the shares and warrants included and underlying them with the US Securities and Exchange Commission, which offering is effective as of the date of this report. Each Unit consists of one share of common stock, one Class A warrant which includes the right to purchase one share of common stock for $5.50 for the period ending one year from date of issue and one Class B warrant with the right to purchase one share of common stock for $5.50 during the period ending three years from date of issue, of New Global Energy, Inc. Both warrants may be redeemed by the Company at $0.10 per warrant if the average mean bid and asked prices per share have been at least $7.50 on each of the 20 consecutive trading days ending on the third day before notice. The offering was a self-underwritten offering, which means that it does not involve the participation of an underwriter or broker. The Company as of this date has sold 5,700 of the units for total proceeds of $28,500.00. Because of the level of interest, the Company elected not to sell further units under this offering.
On January 20, 2012, the Company entered into a loan agreement with Bio-Global Resources, Inc. for the amount of $100,000 due January 20, 2014 with interest at the rate of 2.95% per annum. On September 20, 2012 and November 5, 2012, the full principal of the note was converted into 100,000 common shares. Until January 2014, Bio-Global Resources, Inc. is entitled pro rata to a number of warrants to purchase common shares at a price of $1.00 per share until November 15, 2014. the Company entered into a Second Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $100,000 due November 15, 2014 with interest at the rate of 2.50% per annum. Bio-Global Resources, Inc. was entitled to convert any amounts outstanding on the loan after 90 days from November 15, 2012 into the Companys common stock at the rate of $.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a number of warrants to purchase common shares at a price of $1.00 per share until November 15, 2014. Bio-Global Resources, Inc. elected to convert the principal amount of the loans to common stock and the loan has been satisfied and has purchased 334,000 shares through the exercise of warrants from these agreements
15
Subsequent to the end of the reported period, the Company in order to provide for additional operations, entered into a Loan Agreement with Bio-Global Resources, Inc., a private unrelated company in the amount of $500,000 due July 19, 2015 with interest at the rate of 6.00% per annum. As of this date, the Company had drawn down the face amount of the Loan. Bio-Global Resources, Inc. has converted the entire loan into stock at the rate of $0.25 per share. In addition, to the extent funds are drawn against this Loan Agreement, Bio-Global Resources, Inc. is entitled pro rata to a 200,000 warrants to purchase common shares at a price of $3.00 per share until July 19, 2018.
Commitments and Capital Expenditures
The Company had no material commitments for capital expenditures.
Off-Balance Sheet Arrangements
The Company does not have any relationships with entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
ITEM 4. Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
The limited size of the company including a limited staff makes it extremely difficult to segregate duties in a way that will allow disclosure controls and procedures to be implemented in an effective way. To the extent that the Company is able to add other executives and professional staff with increased business, it will continue its efforts to create an effective system of disclosure controls and procedures.
a)
The Company lacks the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely.
b)
The Company currently relies upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
c)
Lack of sufficient segregation of duties. Specifically, this material weakness is such that management must rely primarily on detective controls and controls could be strengthened by adding preventative controls to properly safeguard company assets.
Changes in Internal Controls
We have also evaluated our internal control for financial reporting and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
16
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no pending legal proceedings. The Company may subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than as previously disclosed, in the opinion of present management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows.
ITEM 1A. Risk Factors
Not required for smaller reporting companies.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
At inception and in connection the organization of the Company issued 1,000,000 shares of restricted common stock to Perry West for $1,000.00 and 750,000 shares of restricted common stock to John Potter $750.00. In November of 2012 the Company issued 100,000 shares of its restricted common stock to Bio-Global Resources, Inc. an unrelated third party company in full satisfaction of amounts under a promissory note dated September 20, 2012.
During the reported period, the Company issued 400,000 common shares (restricted) to Bio-Global Resources, Inc. for and in exchange the conversion and satisfaction of a promissory note in the amount of $100,000 from the Company dated November 15, 2012.
Also during the reported period, for the purchase of the 30.74% interest in Aqua Farming Tech, Inc. (AFT) from 19 shareholders for a total price of $1,173,060 the Company issued 195,510 shares of common stock of the Company at a value of $6.00 per share.
Subsequent to the end of the reported period, holders of the Promissory Note payable by the Company to Bio-Global Resources, Inc. and dated July 19, 2013, elected to exercise their conversion rights under this promissory note in full satisfaction thereof. Pursuant to the terms thereof two million shares were issued to five separate holders.
Also, subsequent to the end of the reported period, on July 15, 2014 the Company completed the acquisition of a 43.66% Net Revenue Interest in operations of Aqua Farming Tech, Inc., a California corporation. For and in consideration of One Million Two Hundred and Fifty Thousand Forty Three (1,250,043) shares of New Global Energy Inc. common stock, Aquaculture Joint Venture, a Nevada General Partnership, an unrelated third party, assigned a 43.66% Net Revenue Interest in and to the net revenues from the operations of Aqua Farming Tech, Inc. aquaculture operations in Southern California. Cash allocable to the Net Revenue Interest is calculated and distributed on a quarterly basis within forty five (45) days after the end of each calendar quarter. The value of this transaction was $1,000,034.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Other Information
None
17
ITEM 5. Exhibits
a) | Exhibits |
31.1 |
| Section 302 Certification By Chief Executive Officer and Principal Financial Officer |
32.1 |
| Section 906 Certification of Principal Executive Officer and Principal Financial Officer |
18
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 an Director
August 11, 2014
19
EXHIBIT 31.1
NEW GLOBAL ENERGY, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Perry West, the Chief Executive Officer and Chief Financial Officer of New Global Energy, Inc. certify that:
1. I have reviewed this Form 10-Q of New Global Energy, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: August 11, 2014
/s/ Perry West
_____________________________________
Perry West
Chief Executive Officer and
Chief Financial Officer
20
EXHIBIT 32.1
NEW GLOBAL ENERGY, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of New Global Energy, Inc. (the Company) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Perry West, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The contents of the report reasonably comply with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to New Global Energy, Inc. and will be retained by New Global Energy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
August 11, 2014
/s/ Perry West
___________________
Perry West
Chief Executive Officer and
Chief Financial Officer
21