UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2009
[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transitional period from ______ to ______
Commission File No. 000-30096
Global 8 Environmental Technologies, Inc.
(Exact name of registrant as specified in its charter)
ORGANIC RECYCLING TECHNOLOGIES, INC.
(Former name, former address and former fiscal year, if changed since last report)
Nevada | | 77-0454933 |
(State or other jurisdiction of incorporation of organization) | | (I.R.S. Employer Identification Number) |
1101 Brushy Creek Road, Suite 2205, Cedar Park, Texas 78613
(Address of principal executive office) (Zip code)
(512) 826-4466
(Registrant’s telephone number, including area code)
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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
(Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of August 7, 2009, there were 95,023, 237 shares of registrant’s common stock outstanding.
GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.
TABLE OF CONTENTS
Report on Form 10-Q
For the quarter ended June 30, 2009
| Page |
PART I FINANCIAL INFORMATION | |
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Item 1. Financial Statements | 3 |
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Consolidated Balance Sheets at June 30, 2009 (Unaudited) and September 30, 2008 | 3 |
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Consolidated Statements of Operations for the Three Month Periods and Nine Months Periods ended June 30, 2009 and 2008 (Unaudited) | 4 |
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Consolidated Statements of Shareholders’ Deficiency at June 30, 2009 (Unaudited) and September 30, 2008 | 5 |
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Consolidated Statements of Cash Flows for the Nine Month Periods ended June 30, 2009 and 2008 (Unaudited) | 6 |
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Notes to the Consolidated Financial Statements (Unaudited) | 7–15 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 22 |
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Item 4T. Controls and Procedures | 22 |
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PART II OTHER INFORMATION | |
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Item 1. Legal Proceedings | 23 |
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Item 1A. Fisk Factors | 23 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
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Item 3. Defaults upon Senior Securities | 23 |
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Item 4. Submission of Matters to Vote of Security Holders | 23 |
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Item 5. Other Information | 23 |
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Item 6. Exhibits | 23 |
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Signatures | 24 |
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Global 8 Environmental Technologies, Inc.(Formerly Organic Recycling Technologies, Inc.)Consolidated Balance Sheets
ASSETS | | June 30, 2009 (Unaudited) | | | September 30, 2008 | |
| | | | | | |
CURRENT ASSETS: | | | | | | |
Cash | | $ | 60,237 | | | $ | 162,825 | |
Non-trade receivable | | | 76,908 | | | | 85,488 | |
Prepaid expenses | | | 88,171 | | | | 188,524 | |
Total current assets | | | 225,316 | | | | 436,837 | |
| | | | | | | | |
PROPERTY & EQUIPMENT, NET | | | 826,328 | | | | 910,999 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 1,051,644 | | | $ | 1,347,836 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS' DEFICIENCY | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts and fees payable | | $ | 424,096 | | | $ | 446,944 | |
Payable and accrued expenses | | | 774,495 | | | | 860,254 | |
Due to related parties | | | 274,090 | | | | 374,417 | |
Short term payables to related parties | | | 736,309 | | | | 669,740 | |
Total current liabilities | | | 2,208,990 | | | | 2,351,355 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 2,208,990 | | | | 2,351,355 | |
| | | | | | | | |
COMMITMENT & CONTINGENCIES | | | - | | | | - | |
| | | | | | | | |
SHAREHOLDERS' DEFICIENCY: | | | | | | | | |
Preferred stock, 40,000,000 shares authorized $0.001 | | | | | | | | |
par value, 0 shares outstanding | | | - | | | | - | |
Common stock, 500,000,000 authorized, $0.001 par | | | | | | | | |
value, 93,226,195 and 69,162,152 outstanding, respectively | | | 93,226 | | | | 69,162 | |
Paid in capital | | | 28,077,358 | | | | 23,542,098 | |
Common stock to be issued | | | 787,616 | | | | 1,091,374 | |
Accumulated comprehensive loss | | | (636,623 | ) | | | (425,549 | ) |
Accumulated deficit | | | (29,478,923 | ) | | | (25,280,604 | ) |
Total shareholders' deficiency | | | (1,157,346 | ) | | | (1,003,519 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | | $ | 1,051,644 | | | $ | 1,347,836 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Global 8 Environmental Technologies, Inc.
(Formerly Organic Recycling Technologies, Inc.)
Consolidated Statement of Operations (Unaudited)
| | Three Months Periods Ended June 30, | | | Nine Months Periods Ended June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Advertising | | | 61,008 | | | | 61,454 | | | | 132,442 | | | | 291,711 | |
Depreciation | | | 832 | | | | 932 | | | | 2,360 | | | | 2,277 | |
Consulting and professional fees | | | 1,658,666 | | | | 1,242,695 | | | | 3,914,841 | | | | 3,714,460 | |
Rent, utilities and telephone | | | 14,659 | | | | 18,443 | | | | 31,597 | | | | 89,172 | |
Office and administration | | | 6,037 | | | | 5,031 | | | | 26,924 | | | | 15,405 | |
Investor relations & communication | | | 10,419 | | | | 2,611 | | | | 18,697 | | | | 196,820 | |
Travel, meals and entertainment | | | 9,527 | | | | 28,443 | | | | 24,540 | | | | 61,742 | |
Insurance & licenses | | | - | | | | 146 | | | | - | | | | 146 | |
Total expenses | | | 1,761,149 | | | | 1,359,755 | | | | 4,151,401 | | | | 4,371,732 | |
| | | | | | | | | | | | | | | | |
Loss from operations | | | (1,761,149 | ) | | | (1,359,755 | ) | | | (4,151,401 | ) | | | (4,371,732 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (17,311 | ) | | | (699 | ) | | | (46,917 | ) | | | (2,304 | ) |
Total other income (expense) | | | (17,311 | ) | | | (699 | ) | | | (46,917 | ) | | | (2,304 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (1,778,460 | ) | | $ | (1,360,454 | ) | | $ | (4,198,318 | ) | | $ | (4,374,036 | ) |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | 112,577 | | | | (29,845 | ) | | | (115,083 | ) | | | (34,194 | ) |
| | | | | | | | | | | | | | $ | | |
Comprehensive loss | | $ | (1,665,883 | ) | | $ | (1,390,299 | ) | | | (4,313,401 | ) | | $ | (4,408,230 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Loss per common share - basic and diluted | | $ | (0.02 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding during the period | | | | | | | | | | | | | | | | |
- basic and diluted | | | 85,483,646 | | | | 63,661,382 | | | | 77,698,716 | | | | 56,777,391 | |
* Weighted average diluted number of shares are considered the same as basic weighted average number of shares as the effect of diluted securities is anti-dilutive.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Global 8 Environmental Technologies, Inc.Statement of Shareholders' Deficiency (Unaudited)
As of June 30, 2009
| | | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | | | | | Other | | | | | | | |
| | Common stock | | | Paid in | | | Common Stock | | | Comprehensive | | | Accumulated | | | | |
| | Shares | | | Amount | | | Capital | | | to be issued | | | Loss | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Balance - September 30, 2008 | | | 69,162,152 | | | $ | 69,162 | | | $ | 23,542,098 | | | $ | 1,091,374 | | | $ | (425,550 | ) | | $ | (25,280,605 | ) | | $ | (1,003,521 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sale of stock for cash | | | 17,976,219 | | | | 17,976 | | | | 3,056,521 | | | | - | | | | - | | | | - | | | | 3,074,498 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants exercised | | | 185,410 | | | | 185 | | | | 73,979 | | | | - | | | | - | | | | - | | | | 74,164 | |
Cost of raising capital | | | - | | | | - | | | | (302,002 | ) | | | - | | | | - | | | | - | | | | (302,002 | ) |
Shares issued to related party for services | | | 1,500,000 | | | | 1,500 | | | | 298,500 | | | | - | | | | - | | | | - | | | | 300,000 | |
Shares issued to third parties for cash and services | | | 3,781,710 | | | | 3,782 | | | | 1,307,719 | | | | (874,172 | ) | | | - | | | | - | | | | 437,329 | |
Shares to be issued to third parties for services | | | - | | | | - | | | | - | | | | 410,189 | | | | - | | | | - | | | | 410,189 | |
Shares to be issued for cash | | | - | | | | - | | | | - | | | | 152,225 | | | | - | | | | - | | | | 152,225 | |
Shares to be issued to related party for cash | | | - | | | | - | | | | - | | | | 8,000 | | | | - | | | | - | | | | 8,000 | |
Shares issued for settlement of debt to related parties | | | 620,704 | | | | 621 | | | | 100,543 | | | | - | | | | - | | | | - | | | | 101,164 | |
Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | (211,073 | ) | | | - | | | | (211,073 | ) |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (4,198,318 | ) | | | (4,198,318 | ) |
Balance - June 30, 2009 | | | 93,226,195 | | | $ | 93,226 | | | $ | 28,077,358 | | | $ | 787,616 | | | $ | (636,623 | ) | | $ | (29,478,923 | ) | | $ | (1,157,346 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Global 8 Environmental Technologies, Inc.(Formerly Organic Recycling Technologies, Inc.)STATEMENTS OF CASH FLOWS (UNAUDITED)
| | Nine Months Periods Ended June 30, | |
| | 2009 | | | 2008 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net loss | | $ | (4,198,318 | ) | | $ | (4,374,036 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | |
Depreciation | | | 2,360 | | | | 2,277 | |
Stock issued to third parties for services | | | 404,954 | | | | - | |
Stock to be issued to third parties for services | | | 410,189 | | | | - | |
(Increase) Decrease in current assets: | | | | | | | | |
(Increase) Decrease in non-trade receivables | | | 8,580 | | | | (21,749 | ) |
(Increase) Decrease in prepaid expenses | | | 100,353 | | | | (91,488 | ) |
Increase (Decrease) in current liabilities: | | | | | | | | |
Increase (Decrease) in accounts and fees payable | | | (22,850 | ) | | | 447,704 | |
(Decrease) in payables and accrued expenses | | | (103,345 | ) | | | (305,681 | ) |
(Decrease) in due to related parties | | | (100,327 | ) | | | - | |
Increase in shares to be issued | | | 433,547 | | | | - | |
NET CASH USED IN OPERATING ACTIVITIES | | | (3,064,869 | ) | | | (4,342,973 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Purchase of property and equipment | | | - | | | | (6,111 | ) |
Capital projects in progress | | | - | | | | (106,130 | ) |
Software development cost | | | - | | | | (40,309 | ) |
NET CASH USED IN INVESTING ACTIVITIES | | | - | | | | (152,550 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from sale of common stock | | | 2,846,659 | | | | 4,679,350 | |
Proceeds for shares to be issued | | | 152,225 | | | | 76,039 | |
Proceeds of short term notes from related parties | | | 165,573 | | | | - | |
Repayments of short term notes to related parties | | | (5,190 | ) | | | (814,938 | ) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 3,159,267 | | | | 3,940,451 | |
| | | | | | | | |
EFFECT OF FOREIGN CURRENCY TRANSLATION | | | (196,988 | ) | | | (66,381 | ) |
| | | | | | | | |
DECREASE IN CASH | | | (102,589 | ) | | | (621,453 | ) |
| | | | | | | | |
CASH AT THE BEGINNING OF THE PERIOD | | | 162,826 | | | | 761,365 | |
| | | | | | | | |
CASH AT THE END OF THE PERIOD | | $ | 60,237 | | | $ | 139,912 | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES: | | | | | | | | |
Non-cash Investing and Financing Activities | | | | | | | | |
Stock subscriptions to be issued in exchange for | | | | | | | | |
short term notes from related parties | | $ | - | | | $ | 1,404,985 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Global 8 Environmental Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on September 15, 1995 under the name Home. Web, Inc. The Company’s current business activities, which began in the second quarter of 2005, include partnering with technology leaders to utilize and apply waste management and recycling technologies and bring these technologies to the forefront through application in today’s waste crisis. This positively impacts the world’s environment and creates a clean and healthy global community for the next generation in a way, which provides environmental and financial benefits to all our stakeholders. The Company is seeking to acquire revenue generating businesses or projects with long term potential that will enable the Company to generate revenues to fund the current business plan in the waste management and recycling market. On July 7, 2005, the Company changed its name from EAPI Entertainment, Inc. to Organic Recycling Technologies, Inc. and then changed its name to Global 8 Environmental Technologies, Inc. effective May 7, 2008.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In management’s opinion, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation of the results of operations have been included.
Principles of Consolidation
The condensed consolidated financial statements of the Company include the accounts of Global 8 Environmental Technologies, Inc. and its ten wholly-owned subsidiaries (collectively herein referred to as, the “Company”), one of which is Duro Enzyme Solutions, Inc. – Canada that owns five subsidiaries:
Global 8 Environmental Technologies, Inc.
Global 8 Environmental Management Inc.
Global 8 BioOrganics, Inc.
Global 8 BioEnergy, Inc.
Global 8 AirFlow, Inc.
Global 8 WaterFlow, Inc.
Organic Recycling Management, Inc.
Organic Recycling Technologies, Inc., New York
EAPI Center, Inc.
Duro Enzyme Solutions, Inc. – British Columbia, Canada
EASI Studios, Inc.
Organic Recycling Technologies, Inc., British Columbia, Canada
Organic Recycling Technologies (China), Inc.
EASI Education, Inc.
EASI Movies, Music, Television and Video, Inc.
All material inter-company transactions have been eliminated in consolidation.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, including cash, cash overdraft, non-trade receivable, accounts payable, related party payables and notes and loans payable approximate fair value due to the relative short period to maturity for these instruments.
Basic and Diluted Net Loss per Share
Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share.” Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.
Cash and Cash Equivalents
For the purpose of the statement of cash flows, the company considers all highly liquid debt instruments purchased with the original maturity of three months or less to be cash equivalents.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight line method over the estimated useful life of the assets from two to six years. Expenditures for maintenance and repairs are charged to expense as incurred.
Revenue Recognition Policy
The Company recognizes revenue as the services are provided. The Company follows the guidelines in compliance with Staff Accounting Bulletin (SAB) 104. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. The Company has not earned any revenues during the three months periods and six months periods ended March 31, 2009 and 2008, respectively.
Advertising and Marketing Cost
The Company expenses advertising and marketing costs as incurred. Advertising and marketing expense for the three months period and nine months period ended June 30, 2009 was $61,008 and $132,442 compared to $61,454 and $291,711 for the same periods in 2008, respectively.
Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (‘Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Comprehensive Income (Loss)
The foreign currency translation gains (losses) resulting from the translation of the financial statements of the Company’s subsidiaries expressed in Canadian dollars to United States dollars are reported as Comprehensive income (loss) in the consolidated statements of operations and other comprehensive loss as Accumulated Other Comprehensive Loss in the consolidated balance sheet and the consolidated statements of shareholders’ deficiency.
Foreign Currency Translation
The accompanying consolidated financial statements are presented in United States dollars. The functional currency of Duro Enzyme Solutions, Inc. – Canada and its five subsidiaries as well as EAPI Center Inc., is Canadian Dollar. The June 30, 2009 financial statements of the Company were translated to United States dollars using quarter-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts were translated at their historical exchange rates when the capital transactions occurred. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholder’s equity as other comprehensive income or loss. Foreign currency transaction gains and losses are included in consolidated statements of operations and comprehensive loss. During the three months period and nine months period ended June 30, 2009, the Company recorded foreign currency translation gain of $112,577 and translation loss of $115,083 compared to a translation losses of $29,845 and $34,194 for the same periods of 2008, respectively.
Reporting Segments
Statement of financial accounting standards No. 131, Disclosures about segments of an enterprise and related information (SFAS No. 131), which superseded statement of financial accounting standards No. 14, Financial reporting for segments of a business enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements. The Company has determined it has only one segment.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment (SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is being applied on the modified prospective basis. Prior to the adoption of SFAS 123R, the Company accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and accordingly, recognized no compensation expense related to the stock-based plans. Under the modified prospective approach, SFAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.
In compliance with FAS No. 148, for the fiscal year 2008, the Company elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures.
Issuance of Shares for Services
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Recent Accounting Pronouncements
In May 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.
In May 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements.
On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1 ("FSP APB 14-1"), "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, ”Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact that FSP APB 14-1 will have on its consolidated results of operations or consolidated financial position.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in interim financial statements the fair value of financial instruments within the scope of FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments. However, companies are not required to provide in interim periods the disclosures about the concentration of credit risk of all financial instruments that are currently required in annual financial statements. The fair-value information disclosed in the footnotes must be presented together with the related carrying amount, making it clear whether the fair value and carrying amount represent assets or liabilities and how the carrying amount relates to what is reported in the balance sheet. FSP FAS 107-1 and APB 28-1 also requires that companies disclose the method or methods and significant assumptions used to estimate the fair value of financial instruments and a discussion of changes, if any, in the method or methods and significant assumptions during the period. The FSP shall be applied prospectively and is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP FAS 157-4 as well as FSP FAS 115-2 and FAS 124-2. The Company will adopt the disclosure requirements of this pronouncement for the quarter ended August 31, 2009, in conjunction with the adoption of FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 will be effective for interim or annual period ending after June 15, 2009 and will be applied prospectively. The Company will adopt the requirements of this pronouncement for the year ended September 30, 2009. The Company does not anticipate the adoption of SFAS 165 will have an impact on its consolidated results of operations or consolidated financial position.
Reclassification
Certain account reclassifications have been made to the financial statements of the prior year in order to conform to classifications used in the current year. These changes had no impact on the previously issued financial statements of the Company.
NOTE 2: PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| | June 30, 2009 (Unaudited) | | | September 30, 2008 | |
Land | | $ | 657,439 | | | $ | 732,008 | |
Office Furniture & Equipment | | | 14,738 | | | | 16,409 | |
Computer Software | | | 2,151 | | | | 2,395 | |
Website Engine | | | 35,257 | | | | 39,256 | |
Capital Projects In Progress | | | 126,585 | | | | 127,666 | |
| | | 836,170 | | | | 917,734 | |
Accumulated depreciation | | | (9,842 | ) | | | (6,735 | ) |
| | $ | 826,328 | | | $ | 910,999 | |
The Company purchased an agricultural land for its recycling business from Dynasty Farms (Alta) Ltd., a related party, for CN$760,000 (equivalent to $732,008) in Clearwater County, Alberta, Canada. The Company agreed to issue common shares valued at CN$200,000 (equivalent to $192,634) and executed on September 18, 2008 a convertible promissory note with Dynasty Farms (Alta) Ltd., for a principal sum of CN$ 560,000 (equivalent to $539,374), interest bearing at 10% per annum, and payable over a 12 month period.
Depreciation expense for the three months period and nine months period ended June 30, 2009 was $832 and $2,360 compared to $932 and $2,277 for the same periods in 2008, respectively.
NOTE 3: RELATED PARTY TRANSACTIONS
The Company’s affiliates Milverton Capital Corporation and Sanclair Holdings Ltd. provide on an ongoing basis consulting and business advisory services to the Company. For the nine months period ended June 30, 2009, a total of $3,027,458 in consulting fees were billed and accrued in consultant services by these two (2) entities. These entities are owned and controlled by a shareholder and creditor of the Company that SEC classifies as a promoter. During the nine months ended June 30, 2009, Milverton was paid in cash $2,753,367 by the Company for consulting services and Sanclair’s balance of consulting fees amounting to $144,831 remained unpaid as of June 30, 2009. In addition, Milverton was paid cash in the amount of $6,000 and was issued 620,704 shares of common stock valued at $101,164 in satisfaction of its loan repayments. Furthermore, Milverton also advanced the Company cash amounting to $183,154 during the nine months ended June 30, 2009. The Company paid cash to Milverton from the sale of Company stock under Regulation S.
On September 18, 2008, the Company acquired real estate from Dynasty Farms (Alta) Ltd., a related party, for a total consideration of $732,008. The Company agreed to issue 1,250,000 shares of common stock valued at $192,634 and executed a convertible promissory note for $539,374 bearing interest at 10% per annum, and payable over a 12 month period. The Company has not issued 1,250,000 shares of common stock to Dynasty Farms as of June 30, 2009.
Total amounts of short term loans payable to the related entities at June 30, 2009 were $736,309. These short term loans are payable over a one year term, interest bearing at 10% per annum, and convertible in whole or in part into shares of the common stock of the Company at the discretion of the note holders, at fair market value of the common stock on the date of conversion.
For the nine months ended June 30, 2008, seven (7) other related parties (Board Member, Officers, Management or affiliated companies) charged the Company $663,802 in consulting fees. Of the amounts billed to the Company by these related parties, during the nine months ended June 30, 2009, $219,080 was paid in cash of which $84,086 related to prior years, $365,217 was recorded in common stock to be issued, and the remaining unpaid balance payable to these related parties was $163,591 which is included in current liabilities in the accompanying financial statements at June 30, 2009.
The following is the summary of convertible notes payable and short term advances from related parties as of June 30, 2009 and September 30, 2008, respectively:
Related Parties | | As of June 30, 2009 (Unaudited) | | | As of September 30, 2008 | |
Convertible Note Payable: | | | | | | | | |
Dynasty Farms (ALTA) Ltd. | | $ | 484,429 | | | $ | 539,374 | |
| | | | | | | | |
Short Term Advances: | | | | | | | | |
Sanclair Holdings Ltd. | | | 100,087 | | | | 111,439 | |
Rene Branconnier | | | 16,022 | | | | 17,839 | |
Milverton Capital Corporation | | | 135,771 | | | | 1,087 | |
Other Affiliates | | | - | | | | - | |
Total | | $ | 736,309 | | | $ | 669,739 | |
The following is the summary of amounts due to the officers and affiliates as of June 30, 2009 and September 30, 2008, respectively:
| | June 30, 2009 | | | September 30, 2008 | |
Related Party & Affiliates: | | | | | | |
Officers | | $ | 122,584 | | | $ | 86,226 | |
Affiliate | | | 41,007 | | | | 65,413 | |
Sanclair Holdings Ltd. | | | 144,831 | | | | 222,777 | |
Total | | $ | 163,591 | | | $ | 374,416 | |
NOTE 4: COMMON STOCK TO BE ISSUED
The Company issues common stock to related parties and outside consultants as compensation for providing services to the Company and for cash received for subscription of common shares. The common stock is valued at the fair value of the common shares at the date of issuance. Common stock to be issued consists of the following:
Balance – September 30, 2007 | | $ | 530,666 | |
Stock issued for cash and services | | | (511,115 | ) |
Stock to be issued for services | | | 620,835 | |
Stock to be issued for subscription of shares | | | 221,581 | |
Stock to be issued for debt settlement | | | 229,407 | |
Balance – September 30, 2008 | | $ | 1,091,374 | |
Stock issued for cash and services | | | (874,174 | ) |
Stock to be issued for services | | | 418,189 | |
Stock to be issued for subscription of shares | | | 36,422 | |
Stock to be issued for cash | | | 152,225 | |
Balance – June 30, 2009 (Unaudited) | | $ | 787,616 | |
NOTE 5: COMMON STOCK
During the nine months period ended June 30, 2009, the Company a) issued under private placements 17,976,219 shares of common stock on subscription agreements and exercise of 185,410 warrants for cash proceeds of $3,148,662, net of cost of raising capital of $302,002, b) received cash and services from third parties valued at $437,329 for which the Company issued 3,781,710 common shares; c) issued 1,500,000 to the chief executive officer as signing bonus valued at $300,000, d) issued 620,704 common shares to related parties valued at $101,164 for debt settlement; e) agreed to issue shares to third parties for services valued at $410,189 and to a related party for services valued at $8,000. The common shares issued during the nine months period ended June 30, 2009 were valued at their fair value on the date of issuance.
In connection with the common stock subscription agreements, the Company had issued warrants to purchase 57,991,483 shares of common stock expiring twelve months from the issuance of the common shares. During the nine months period ended June 30, 2009, the Company issued warrants to purchase 18,032,008 shares of common stock, and warrant holders exercised warrants to purchase 185,410 common shares for cash payments of $74,164. The Company extended the terms of the warrants expiration date by twelve months from the date of issuance. Warrants outstanding at June 30, 2009 are as follows:
Exercise Price | | Warrants Issued |
CDN $0.10 | | 10,000 |
CDN $0.25 | | 810,000 |
CDN $0.35 | | 470,000 |
CDN $0.65 | | 55,000 |
CDN $0.75 | | 220,500 |
CDN $1.00 | | 196,207 |
US $0.08 | | 10,000 |
US $0.25 | | 9,053,870 |
US $0.28 | | 4,000 |
US $0.30 | | 4,523,583 |
US $0.35 | | 3,034,000 |
US $0.40 | | 116,550 |
US $0.50 | | 5,522,598 |
US $0.55 | | 755,743 |
US $0.60 | | 2,728,723 |
US $0.66 | | 220,000 |
US $0.70 | | 2,027,652 |
US $0.75 | | 27,622,067 |
US $1.00 | | 586,018 |
US $1.25 | | 24,972 |
Total | | 57,991,483 |
NOTE 6: COMMITMENT AND CONTINGENCIES
Operating Lease Commitment
The Company leases office space from a third party under a month-to-month operating lease agreement. Monthly rent expense under the lease is $1,700 per month. Rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Rent expense for the nine months periods ended June 30, 2009 and 2008 was $21,574 and $9,441, respectively.
Consulting Agreements
On March 24, 2008, the Company entered into a consulting agreement for one year with a director whereby, the Company is obligated to grant 75,000 shares of its common stock per calendar quarter commencing April 1, 2008. Future minimum compensation commitments pursuant to the terms of the consulting agreement require the Company to issue 150,000 shares of common stock for the year ended September 30, 2009.
On October 1, 2008, the Company renewed a consulting agreement for one year with Mr. Chad Burback to serve as the Company’s Chief Financial Officer for a monthly consulting fee of $7,000 CDN (equal to approximately $5,799). Future minimum compensation commitments pursuant to the terms of the consulting agreement require the Company to pay $17,397 for the year ended September 30, 2009.
NOTE 7: GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a net loss for the nine months period ended June 30, 2009 of $4,198,318, cash used from operations of $3,064,869, a working capital deficiency of $1,983,674 and a shareholders’ deficit of $1,157,346 which raises a substantial doubt about the Company’s ability to continue as a going concern.
The Company is pursuing and developing a new business plan. The Company is partnering with technology leaders to utilize and apply waste management and recycling technologies and bring these technologies to the market place. The Company is seeking to acquire revenue generating businesses or projects with long term potential in the waste management and recycling industries that will enable the Company to generate revenues to fund the new business plan. The Company anticipates it will raise funds through debt issuance or through the generation of revenue and achieving profitable operations. The Company has continued to raise equity through the sale of Regulation S stock in an ongoing private placement. It will also continue to pursue acquisitions and joint ventures, to strengthen both its balance sheet and cash flow.
The Company’s ability to continue as a going concern is dependent upon raising capital through debt or equity financing and ultimately by generating revenue and achieving profitable operations. There is no assurance that the Company will be successful in its efforts to raise additional proceeds or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 8: SUBSEQUENT EVENTS
Subsequent to June 30, 2009, the Company sold 1,447,960 shares of common stock to accredited investors and received cash consideration of $154,740. In addition, the Company issued 349,082 shares of common stock that were held in share subscriptions to be issued at June 30, 2009.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Form 10-Q constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Report on Form 10-K and our current reports on Form 8-K.
As used in this Quarterly Report, the terms "we," "us," "our" and the “Company” mean Global 8 Environmental technologies, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
CORPORATE BACKGROUND
The Company is a Nevada corporation incorporated on September 15, 1995. In January 2001, the Company changed its name from "Home Web, Inc." to "Duro Enzyme Products Inc." In May 2003, the Company changed its name from “Duro Enzyme Products Inc.” to “EAPI Entertainment, Inc.” and the Company’s accounting year was changed from a December 31 year-end to a September 30 year-end. On July 7, 2005, the Company changed its name to Organic Recycling Technologies Inc. which was again changed to Global 8 Environmental Technologies Inc on May 7, 2008.
From November 2000 to December 2002, the Company was engaged in the business of developing technologies based on the production of natural stable enzymes and the development of various applications for those enzymes. Early in 2003, the Company undertook a reorganization of its corporate affairs in connection with a determination by its Board of Directors to pursue business opportunities in the areas of electronic computer entertainment, education, music and other areas of the entertainment industry.
In the second quarter of 2005, the Company’s Board of Directors determined that superior opportunities existed for it outside of the entertainment industry. As a result, the Company is no longer proceeding with its electronic entertainment business or with its planned web-based business with respect to natural agricultural, food and gardening products. The Company is now directing its business activities to seeking out opportunities in the field of waste management, focusing on inorganic and organic recycling technologies, environmental technologies and recycling technologies, renewable and alternative energy, and water treatment. The Company will seek a wide variety of environmentally positive technologies related to waste and energy, and will seek to form associations to exploit those technologies.
INDUSTRY BACKGROUND
The environmental technology business is undergoing rapid growth worldwide. Every country and every community are experiencing environmental crises and there are no single solutions to challenges being faced, whether that be climate change, water supply, energy supply or waste disposal. Countries such as China and India are emerging from third world status into modern industrial consumer states. The governments in these countries are turning their attention to dealing with the environmental changes being created by their newly emerging industrial and consumer societies and they are seeking ways to protect their environments. Industrialized nations are facing crises in waste management, spiraling energy costs, water supply and contamination of the air, water, and soil environments amongst other things. Finally, the global climate change movement is putting pressure on all levels of government throughout the world to reduce the emissions of greenhouse gases such as carbon dioxide and methane gas which is emitted from conventional landfills.
The environmental technology industry is highly competitive; however, opportunities exist for start-up companies that have strong connections with technology and financial partners and who have innovative technologies and solutions to address these various environmental challenges facing the world today. While the company has assembled a strong team of partners for the business, there is no guarantee of success in respect to the Company’s ability to conclude successfully any particular business venture that it may embark upon within the industry.
BUSINESS STRATEGY
The Company is working with HDR Engineering Inc., one of the world’s leading multi-disciplinary engineering companies, to provide a range of cutting-edge solutions to the environmental crises which exist in every community today. Worldwide problems in dealing with various forms of waste management continue to grow, as does the need for the utilization of new and improved technologies that allow for a more environmentally efficient utilization of air, water, and energy resources. Issues such as global warming and environmental pollution increase the need for various methods to deal with all elements of the environment in ways that are constantly undergoing innovation and refinement. For example, as landfills near capacity and, in some cases, are shut down, and as composting is severely limited in its application, the need for new approaches to waste management is constant. These problems exist in North America and throughout the rest of the world. The industrial and population base continues to grow and, in many cases, the infrastructure for addressing environmental challenges is less developed; therefore, the need for, and opportunities for, solutions continue to grow.
Demand for new and existing technologies appears to be so extensive that it is not possible to fully evaluate the potential of the worldwide market. It is a competitive market like any other, however, and from a business standpoint there are no guarantees that the Company will in fact be able to exploit any new technologies or maintain a successful posture in respect to the goals it is seeking to achieve in the aforesaid business activities.
Marketing Environmental Technologies
The Company is exploring various opportunities to market environmental technologies through the development of its Environmental Technology Centers. Each of these Environmental Technology Centers is a facility that takes a four-element approach to use leading-edge technologies to handle and solve the environmental needs of communities. These four elements are Earth, Air, Fire, and Water. Earth includes all aspects of waste management including collection, transportation, sorting and de-packaging, recycling and reuse and finally, disposal of residuals. The production of revenue-producing end products such as pellet fuel, biogas, ethanol, soil fertilizers, and recycle products is important to note. Air is focused on leading-edge technologies for air pollution reduction, reduction of greenhouse gases, and the production of green electricity through wind energy. Fire further expands this focus on air quality enhancement in communities by using technologies that capture and utilize methane gas from existing landfills and that reduce the use of carbon emitting fossil fuels by bringing in alternative energy from solar power, geothermal power, tidal power, bio-fuels and biogases and other appropriate hybrid electrical systems that may apply in the community. Lastly, Water employs technologies that use leading-edge solutions for water purification, wastewater treatment, seawater desalination and even cleanup of receiving waters where necessary.
In response to the worldwide opportunities to develop its Environmental Technology Centers, the company has formed four wholly owned subsidiaries to address the four elements. Global 8 BioOrganics Inc. includes the Earth element, covering all aspects of waste management and recycling. Global 8 AirFlow Inc. addresses the air element; Global 8 BioEnergy Inc. addresses the capture and utilization of methane gas from organic waste sources and the application of emerging renewable energy technologies, and finally, Global 8 WaterFlow Inc. deals with cutting-edge application of water and wastewater purification technologies. Each Environmental Technology Center is overseen by one of these four subsidiary companies.
PLAN OF OPERATION
The Company’s plan of operation for the next twenty-four months is summarized as follows:
· | The Company’s mission is to locate, integrate and implement its Environmental Technology Centers with the objective of creating a cleaner and healthier global environment and capitalizing on profitable opportunities for our shareholders. The Company is currently evaluating a number of projects in North America. |
· | The Company has retained HDR to conduct certain feasibility studies with respect to wind power alternative energy project opportunities in North America. |
· | The Company intends to expand its operations throughout North America over the next 24 months; to that end, discussions are currently underway with a number of communities with the goal of creating regional Environmental Technology Centers that address all elements of the environment in those communities. |
· | The Company intends to build a portable Environmental Technology Center to be housed in a standard highway trailer that will serve as a demonstration and educational tool to communities throughout North America. |
· | The Company entered into a cooperative joint venture agreement with China Tong Liao Baolong New Energy Ltd. to develop Environmental Technological Centers focused on wind energy conversion in the region of Tong Liao City, Inner Mongolia, China. The total investment of the joint venture company for the full build out of the installed capacity of the planned wind farms for up to 1,000 Megawatts, to be developed in phases, is anticipated to be $1.25 billion. All the conditions of the agreement have not been concluded and the Company anticipates the parties to complete the terms of the agreement in the near future. |
· | The Company entered into a Joint Venture Agreement with Chongqing Jinxbeina Complete Equipment Import & Export Co. (CJCE) with respect to the construction of waste management facilities in China. The terms and the conditions pursuant to the Joint Venture Agreement with CJCE have not been completed due to the global economic changes and the project has been put on hold. However, the parties intend to complete the terms and conditions in the near future. |
Over the next twelve months, the Company estimates that it will require approximately $5,000,000 to pursue its stated plan of operation. Of this amount approximately, $2,500,000 will be comprised of overhead expenses. The actual amounts required will depend on whether the Company commences building waste facilities in North America or elsewhere in the next twelve months. Readers are cautioned that our actual expenditures and financial requirements during this period may be greater than or less than the amounts that we have estimated herein. The Company is also continuing to seek out new business opportunities, and may find new opportunities which have not been accounted for in the Company’s budget estimates.
Results of Operations
Revenues
To date, the Company has not earned revenues from its organic recycling and waste management business, and there is no assurance that the Company will be able to do so in the future. The Company continues to be in the planning stage of its current business and its ability to ultimately generate revenues is subject to the ability of the Company to obtain additional financing and to successfully develop its business, of which there are no assurances.
Operating Costs and Expenses
Operating expenses for the three months period and nine months period ended June 30, 2009 were $1,761,149 and $4,151,401 compared to $1,359,755 and $4,371,732 for the same periods in 2008. Operating expenses for the three months period ended June 30, 2009 increased by $401,394 (29.5%) when compared to the same period in 2008, primarily due to increase in consulting and professional fees of $415,971 (33.5) relating to consultants in locating environmental projects worldwide. Operating expenses for the nine months period ended June 30, 2009 decreased by $220,331 (5.0%) when compared to the same period in 2008, primarily due to decrease in advertising expense of $159,269 (54.5%), decrease in investor relations and communications of $178,123 (90.5%), decrease in general and administrative expenses of $83,405 (50.1%) and increase in consulting and professional fees of $200,381 (5.4%).
Interest expense for the three months period and nine months period ended June 30, 2009 was $17,311 and $46,917 compared to $699 and $2,304 for the same periods in 2008. Interest expense increased significantly primarily due to increase in short term advances payable to related parties for funds received for the purchase of the land as compared to the same period in 2008.
The Company expects its operating expenses to continue to increase significantly over the next twelve months as it continues to pursue its plan of operation. If the Company is successful in its efforts with respect to any or all portions of its plan of operation for the next twelve months, of which there is no assurance, the Company expects its operating expenses to increase even further.
Liquidity and Capital Resources
The Company’s principal capital requirements during the fiscal 2009 are to fund the internal operations and acquire profitable growth oriented businesses. The Company plans to continue to raise necessary funds by selling its own common shares to selected accredited investors and bringing in business partners whose contributions include the necessary cash. In view of low borrowing interest rates, the Company continues to actively pursue additional credit facilities with accredited investors and financial institutions as a means to obtain new funding. The Company’s management estimates that it currently does not have the necessary funds to operate for the next twelve months without raising additional capital.
As shown in the accompanying financial statements, the Company incurred a net loss of $4,198,318 for the nine months ended June 30, 2009 as compared to a net loss of $4,373,036 for the same period in 2008. Additionally, the Company’s current liabilities exceeded its current assets by $1,983,674 at June 30, 2009. These factors and the Company’s inability to meet its debt obligations from current operations, and the need to raise additional funds to accomplish its objectives, create a substantial doubt about the Company's ability to continue as a going concern. Furthermore, the Company’s independent auditors have issued a going concern opinion on the Company’s audited financial statements for the fiscal year ended September 30, 2008 as the Company did not have sufficient funds available to operate for the next twelve months.
The Company’s forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors.
Operating activities: Net cash used in operating activities during the nine months ended June 30, 2009 amounted to $3,064,869 primarily due to the loss of $4,198,318 recorded by the Company, decrease in non-trade receivables of $8,580, decrease in prepaid expenses of $100,353, decrease in accounts and fees payable of $22,850, decrease in payables and accrued expenses of $103,345, decrease in amounts due to related parties of $100,327, and increase in value of common shares to be issued of $433,547.
Financing activities: Net cash provided by financing activities during the nine months ended June 30, 2009, amounted to $3,159,267 primarily due to receipt of $2,846,659 in cash proceeds from sale of its common shares and exercise of warrants by accredited investors, receipt of $165,573 in cash proceeds from related parties, and net cash proceeds of $152,225 received for the common shares to be issued. The Company made cash payments of $5,190 in payment of short term advances to related parties during the nine months period ended June 30, 2009.
The Company lost $196,988 in cash during the nine months ended June 30, 2009 as a result of the effect of foreign currency translations.
Due to the above activities, the net decrease in cash amounted to $102,589 during the nine months ended June 30, 2009. The Company’s cash and cash equivalents amounted to $860,237 as of June 30, 2009 compared to a cash balance of $162,825 September 30, 2008. The Company's working capital deficit amounted to $1,983,674 as of June 30, 2009 largely as a result of Company's accounts and fees payable of $424,096, payables and accrued expenses of $774,495 and short term payables to related parties of $736,309.
The Company has estimated that it will require approximately $5,000,000 over the next twelve months to pursue its plan of operation. This amount is well in excess of our existing financial resources and the Company will need to obtain substantial financing in order to pursue our plan of operation for the next twelve months. The Company is currently seeking private equity financing, however it does not have any financing arrangements in place and there is no assurance that it will be able to obtain financing on terms acceptable to it or at all. Further, due to the Company's substantial working capital deficit and its current inability to generate revenues, there is no assurance that the Company will be able to continue as a going concern or achieve material revenues or profitable operations.
CRITICAL ACCOUNTING POLICIES
Effect of Fluctuations in Foreign Exchange Rates
The Company’s reporting currency is the US dollar and the functional currency is the Canadian dollar. Currently, the Company’s primary operations are located in Canada. Transactions in Canadian dollars have been translated into U.S. dollars using the current rate method, such that assets and liabilities are translated at the rates of exchange in effect at the balance sheet date and revenue and expenses are translated at the average rates of exchange during the appropriate fiscal period. As a result, the carrying value of the Company’s investments in Canada is subject to the risk of foreign currency fluctuations. Additionally, any revenues received from the Company’s international operations in other than US dollars will be subject to foreign exchange risk.
Revenue Recognition Policy
The Company recognizes revenue as the services are provided. The Company follows the guidelines in compliance with Staff Accounting Bulletin (SAB) 104. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. The Company has not earned any revenues during the three months period and nine months period ended June 30, 2009 and 2008, respectively.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment (SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is being applied on the modified prospective basis. Prior to the adoption of SFAS 123R, the Company accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and accordingly, recognized no compensation expense related to the stock-based plans. Under the modified prospective approach, SFAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.
In compliance with FAS No. 148, for the fiscal year 2008, the Company elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures.
Issuance of Shares for Services
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Recent Accounting Pronouncements
In May 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.
In May 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements.
On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1 ("FSP APB 14-1"), "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, ”Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact that FSP APB 14-1 will have on its consolidated results of operations or consolidated financial position.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in interim financial statements the fair value of financial instruments within the scope of FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments. However, companies are not required to provide in interim periods the disclosures about the concentration of credit risk of all financial instruments that are currently required in annual financial statements. The fair-value information disclosed in the footnotes must be presented together with the related carrying amount, making it clear whether the fair value and carrying amount represent assets or liabilities and how the carrying amount relates to what is reported in the balance sheet. FSP FAS 107-1 and APB 28-1 also requires that companies disclose the method or methods and significant assumptions used to estimate the fair value of financial instruments and a discussion of changes, if any, in the method or methods and significant assumptions during the period. The FSP shall be applied prospectively and is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP FAS 157-4 as well as FSP FAS 115-2 and FAS 124-2. The Company will adopt the disclosure requirements of this pronouncement for the quarter ended August 31, 2009, in conjunction with the adoption of FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 will be effective for interim or annual period ending after June 15, 2009 and will be applied prospectively. The Company will adopt the requirements of this pronouncement for the year ended September 30, 2009. The Company does not anticipate the adoption of SFAS 165 will have an impact on its consolidated results of operations or consolidated financial position.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required under Regulation S-K for “smaller reporting companies.”
Item 4T. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
Item 1A. Risk Factors
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2009, the Company a) sold through a Regulation S offering, 11,217,040 shares of common stock to accredited investors for net cash proceeds of $1,556,990; b) issued $1,883,991 shares of common stock to third parties for cash and services received by the Company in the prior periods; c) issued 637,719 shares of common stock to third parties for consulting and business advisory services, shares valued at $190,077; and d) issued 326,868 common shares in satisfaction of an outstanding debt of $48,652 to a related party who under the Securities and Exchange Act of 1933 (the “Act”) may be deemed a “promoter.” All common stock sold during the three months ended June 30, 2009 were sold pursuant to exemption from registration under Regulation S and/or Section 4(2) of the Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are either provided with this Annual Report or are incorporated herein by reference:
Exhibit Number | | Description of Exhibit |
31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | | Certification of Chief Officers pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
REPORTS ON FORM 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC. |
| (Formerly ORGANIC RECYCLING TECHNOLOGIES INC.) |
| |
| |
Date: August 14, 2009 | /s/ Julio Ferreira |
| Name: Julio Ferreira |
| Title: Chief Executive Officer and President |
| |
Date: August 14, 2009 | /s/ Chad Burback |
| Name: Chad Burback |
| Title: Chief Financial Officer and Treasurer |