Purthanol Resources Ltd - Quarter Report: 2009 February (Form 10-Q)

Unassociated Document

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 February 28, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number 000-33271

GLOBAL BIOTECH CORP

(Exact name of registrant as specified in its charter)

DELEWARE (State of Incorporation)		98-0229951 (I.R.S. Employer Identification No.)

5800 Metropolitan Blvd E suite 328 (Address of principal executive offices)		H1S 1A7 (Zip Code)

(514) 333-4545

(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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer o Accelerated Filer o Non-Accelerated Filer o

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act). Yes x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of February 28, 2009, the Registrant had 67,265,500 shares of Common Stock outstanding.

INDEX

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements	3

Balance Sheets at February 28, 2009(Unaudited), November 30, 2008	4
Statements of Operations (Unaudited) for the Three months ended February 28, 2009 and February 29, 2008 and from Inception (November 2, 1998) to February 28, 2009.	5
Statement of Cash Flows (Unaudited) for the Three months ended February 28, 2009 and February 29, 2008 and from Inception (November 2, 1998) to February 28, 2009.	6
Notes to the Financial Statements (Unaudited).	7

Item 2. Plan of Operations	9

Item 3. Controls and Procedures	11

PART II: OTHER INFORMATION

Item 6. Exhibits and Reports On Form	12

SIGNATURES	12

Chang G. Park, CPA, Ph. D.

u 2667 CAMINO DEL RIO SOUTH PLAZA B u SAN DIEGO u CALIFORNIA 92108-3707u

u TELEPHONE (858)722-5953 u FAX (858) 408-2695 u FAX (858) 764-5480

u E-MAIL changgpark@gmail.com u

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Global Biotech Corp.

(A Development Stage company)

We have reviewed the accompanying balance sheet of Global Biotech Corp. (A Development Stage “Company”) as of February 28, 2009, and the related statements of operations, and cash flows for the three months ended February 28, 2009 and 2008, and for the period from November 2, 1998 (inception) through February 28, 2009. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Chang G. Park, CPA

April 3, 2009

San Diego, California

Member of the California Society of Certified Public Accountants

Registered with the Public Company Accounting Oversight Board

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	Feburary 28, 2009			Novmber 30, 2008
	(Unaudited)
ASSETS
Current Assets
Cash	$	602		$	6
Prepaid exp		-			7,428
Total current assets		602			7,434

Property & Equipment (Net)		605,000			605,000

Total Assets	$	605,602		$	612,434

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payables and accrued liabilities		59,202			47,421
Notes Payable related party		622			29,844

Notes Payable		546,362			467,902

Total current liabilities		606,186			545,167

Stockholders' Equity

Preferred stock, $0.0001 par value authorized 80,000,00 shares 0 shares issued and outstanding Feburary 29, 2008 and November 30, 2007		-			-
Common stock, $0.0001 par value authorized 260,000,000 shares: issued and outstanding 67,265,500 Feburary 28, 2008 and November 30, 2007		6,727			6,727
Paid in capital		1,346,502			1,346,502
Deficit accumulated during the development stage		(1,353,813	)		(1,285,962	)

Total Stockholders' Equity		(584	)		67,267
Total liabilities and Stockholders' Equity	$	605,602		$	612,434

See the accompanying notes to financial statements.

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

(UNAUDITED)

							From inception
	Three Months			Three Months			(November 2, 1998)
	Ended			Ended			to
	Feburary 29, 2008			Feburary 28, 2009			Feburary 28, 2009

Revenues:	$	-		$	-		$	944,811

Cost of Revenues:		-			-			603,063
		-			-			341,748
Operating Expenses:
Bad Debt Exp.		-			-			120,844
Licensing rights		-			-			700,000
Depreciation Exp		-			-			73,274
Marketing		-			-			236,266
Professional Fees		1,500			2,500			160,424
Selling, general and administrative expenses		5,040			59,240			357,273
Total Operating Expenses		6,540			61,740			1,648,081

(Loss) before other income (expense)		(6,540	)		(61,740	)		(1,306,333	)

Other income (expense):
Other income		-			-			81,052
Foreign exchange gain		-			1,917			5,870
Interest income		-			-			111,878
Interest Expense		(7,639	)		(8,028	)		(283,374	)
Gain on Sale of Investment		-			-			359,583
Impairment Loss		-			-			(331,261	)
Write down - leashold improvements		-			-			(2,663	)
Write down - Notes receivable		-			-			11,435

Total other income (Expense)		(7,639	)		(6,111	)		(47,480	)

Net (Loss)	$	(14,179	)	$	(67,851	)	$	(1,353,813	)

Basic weighted average common shares outstanding		67,265,500			67,265,500

Basic (Loss) per common share	$	(0.00	)	$	(0.00	)

See the accompany notes to financial statements.

GLOBALBIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

Statement of Cash Flows (Unaudited)

	Three months ended						From Inception (Nov. 2, 1998)
	February 29,2008			February 28,2009			to February 28, 2009


CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	(14,179	)	$	(67,851	)	$	(1,353,813	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		-			-			73,274
Common stock issued for services		-			-			113,375
Gain on sale of Investment								(359,583	)
Impairment Loss		-			-			331,261
Write down of leasehold improvements		-			-			2,663
Write down of notes receivable		-			-			(11,435	)
Accrued interest expense - note payable		7,639			8,028			173,886
Accrued interest income - note receivable		-			-			(106,352	)
Changes in operating assets and liabilities
(Increase) Decrease - acc receivable/prepaids		-			7,428			-
(Increase) Decrease in notes receivable		-			-			(461,899	)
Increase (decrease) - accounts payable		1,500			11,781			59,202
Net Cash Provided by (used in) Operating Activities		(5,040	)		(40,614	)		(1,539,421	)

Cash Flows from Investing Activities
Net sale (purchase of fixed assets		-			-			(60,937	)
Proceeds from sale of investment shares		-			-			489,061
Net Cash Provided by (used in) Investing Activities		-			-			428,124

Cash Flows from Financing Activities
Bank Advances		(2,834	)		-			-
Issue of Common stock		-			-			156,262
Payment of common stock subscription receivable		-			-			206,239
Payment of note receivable		-			-			-
Proceeds from notes payable		8,200			41,210			749,398
Net Cash provided by (used in) Financing Activities		5,366			41,210			1,111,899

Net Increase (Decrease) in Cash		326			596			602

Cash at Beginning of Year		-			6			-
Cash at End of Year	$	326		$	602		$	602

Supplemental Cash Flow Disclosures:

Cash paid during period for intrest

Cash paid during period for taxes

See accompanying notes to Financial Statements

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2009

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited financial statements of GLOBAL BIOTECH CORP. “ the Company”have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

These financial statements should be read in conjunction with the audited financial statements and footnotes thereto included for the year ended November 30, 2008 for GLOBAL BIOTECH CORP. on form 10 K as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings (Loss) Per Share

The Company follows Statement of Financial Accounting Standards ("SFAS") 128, "Earnings Per Share." Basic earnings (loss) per Common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earning per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During the periods presented common stock equivalents were not considered, as their effect would be anti-dilutive.

GLOBAL BIOTECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2009

(UNAUDITED)

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company reported net loss of $67,851 for the three months ended Feb 28, 2009 as well as reporting net losses of $1,353,813 from inception (November 2, 1998) to February 28, 2009. At February 28, 2009 the Company had negative working capital of $605,584 and stockholders’ deficit of $584. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met.

Note 4, Related party transactions

Between December 1, 2008 and February 28, 2009 the Company borrowed $14,173 from related parties and repaid $43,395 to said related parties, net repayment of $29,222.

ITEM 6 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Statements

Some of the statements under "Plan of Operations," "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends" and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.

Plan of Operation.

The following discussion should be read in conjunction with the financial statements and related notes which are included elsewhere in this prospectus. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product.

The business objective of GLOBAL is to position AquaBoost™ as a top quality oxygenated water in the specialty waters market. Our oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time and the purity of our product, we believe, should give us the ability to become a staple in this specialty waters niche.

We have set a conservative sales objective of 4-6% of the European and American markets, or $12.5 million U.S. to $20 million U.S., by the year 2012. The fact that AquaBoost™ was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001 and that there is already a market in Mexico for the product, gives us confidence in our abilities to reach our sale objectives. However, no assurances can be given that the Company will meet these goals.

The Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area. Currently, it is too premature to hazard an estimate about the likelihood of finalizing any deals with said corporations.

The Company will also attempt to engage in partnering with other beverage distributors or leasing its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost™ sales.

GLOBAL BIOTECH CORP. (formerly Sword Comp-Soft Corp.) was incorporated in November 1998 as an (ASP) Application Service Provider, specializing in the E-Healthcare sector.

On May 29, 2000 Millenia Hope Inc. acquired 35,700,000 shares of GLOBAL in exchange for 5,000,000 common shares, valued at $129,478 and 5,000,000 warrants, entitling the registered holder thereof to purchase at any time from that date for a period of three years, one share of common stock at a price of two dollars. As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to market a unique vehicle tracking model from First Link Assoc. in exchange for 30.7 million of its common shares.GLOBAL’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services.

As of February 24, 2005, GLOBAL’s Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. (AFT), a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically, the oxygenated bottled water market. On August 15, 2007 the Company finalized this agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit and all technical know how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore, all trademarks for the name AquaBoost Oxygenated Water, currently in force in the U.S., Canada, and Mexico and the right to use and register said name globally, are to be transferred to the Company.

Purchase price, for all the aforementioned assets, is a combination of debt this being the $216,261 due by AFT to the Company in a note payable as of August 26, 2005, and 18 million shares of the Company’s common stock, valued at $0.04 per share or $720,000.

Pursuant to the August 15, 2007 issuance of stock to Advanced Fluid Technologies, all the aforesaid assets were transferred to Global Biotech.

GLOBALS’s registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and it is a reporting company. It is presently in the process of applying, via a market maker, to allow it to be traded publicly, on a North American Exchange.

Three months ended February29, 2009 compared to February 28, 2008.

Professional, selling, general and administrative in 2009 was $61,740 and $6,540 in 2008.We had additional $14,589 of consulting exp in 2009 in regard to our gearing up to ongoing production status. We also had an additional $12,459 of developmental exp in 2009 in connection with new beverage formulations that we are working on. We had $23,546 of regulatory exp in 2009 and $0 in 2008 as we are actively working on getting listed to publicly trade our shares.

We had interest expense, on our loans, of $8,028 in 2009 and $7,639 in 2008.

As a result of the above, we had a net loss of $67,851 in 2009 and$14,179 in 2008.

Liquidity and cash flow needs of the company

From December 1st, 2008 to February 29, 2009 the company used $40,614 for operating activities while recording no revenues. From March 1, 2009 to November 30, 2009, the fiscal year end, the company estimates that its net cash flow needs will be $700,000.

Item 3. CONTROLS AND PROCEDURES

QUARTERLY EVALUATION OF THE COMPANY’S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

As of the close of the period covered by this Quarterly Report on Form 10-Q, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (Disclosure Controls) and its “internal controls and procedures for financial reporting” (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Principal Executive Officer (President) and Chief Financial Officer. Rules adopted by the SEC require that in this section of the Quarterly Report we present the conclusion of the Principal Executive and Financial Officer about the effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation. Based upon that evaluation, the Principal Executive and Financial Officers concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company requires to be included in this Quarterly Report on form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PRESIDENT’S AND CHIEF FINANCIAL OFFICER’S CERTIFICATIONS

Appearing immediately following the Signatures section of this Quarterly Report there are two separate Forms of “Certification” of the President and Chief Financial Officer. The first form of Certification is required in accord with section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the Quarterly report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certificate and this information should be read in conjunction with the Section 302 Certification for a more complete understanding of the topics presented.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports foiled under the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly Report is recorded, processed, summarized and reported within the time period specified.

Part II other information

Item 2: Sales of Unregistered securities

None

(b) Reports on Form 8-K

Changes in Principal Officers and Directors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBAL BIOTECH CORP.
(Registrant) Dated April 14, 2009		By: /s/ Louis Greco
		President