ITEM 1.
DESCRIPTION OF BUSINESS
ITEM 2.
DESCRIPTION OF PROPERTY
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 8.
FINANCIAL STATEMENTS
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
PART III
PART I
FORWARD-LOOKING STATEMENTS
ALL STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS", "ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-KSB, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2007. AS USED HEREIN, THE “COMPANY,” “GLOBAL,” “WE,” “US,” “OUR” AND WORDS OF SIMILAR MEANING REFER TO GLOBAL INDUSTRIES CORP., UNLESS OTHERWISE STATED.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY
We were incorporated as Global Industries Corp. in Nevada on April 18, 2002 and extra provincially registered in British Columbia Canada in September 2005, under the name “Privatekits.com Inc.” We operate the websites www.privatekits.com, www.privatekits.net, and www.RevealHiv.com, which include information that we do not desire to be incorporated by reference into this annual report.
We operate as a web based company which plans to resell confidential, Food and Drug Administration (“FDA”) approved home testing products including pregnancy tests, ovulation tests, Human Immunodeficiency Virus (“HIV”), Hepatitis C tests and breathalyzer alcohol tests. Tests purchased by our clients over our website are mailed directly to our customers in plain unmarked packaging, ensuring the protection of privacy at every level of the process. We have not made any sales to date, and do not manufacture or test any of the products we sell on our website. All of the testing, approval and manufacturing of the products we sell are done by third parties. We plan to resell such products to individual customers through our website. We do not currently maintain an inventory of the products we plan to resell.
We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate test kit sales through banners on their websites. Affiliate websites need only to provide a link to privatekits.com, which in turn operates the order processing, shipping, and customer service. We do not currently have an affiliate program in place as of the date of this filing.
EMPLOYEES
We do not currently have any employees other than our sole officer and Director, Tristin White, who spends approximately 10 hours per week on Company matters. Mr. White is not paid nor accrues a salary from the Company in consideration for his services.
COMPETITION
We will compete with various other websites which already sell the products we plan to sell to customers, which may already have an established brand name and/or name recognition and may be able to undercut the prices we plan to charge for our products. Furthermore, we will compete against local and chain drugstores which may offer the products we sell, and may be able to offer such products at lower prices than we charge due to the fact that such competitors will not need to factor in shipping costs to and from Canada.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We have not sold any products to date and therefore have no customers. Moving forward, we hope to build awareness of our website and products on the internet and begin making sales through our website. In the event that we are able to sell our products through the internet, we do not anticipate relying on a small number of customers for our sales, but hope to encourage sales from numerous individual customers in both Canada and the United States.
PATENTS, TRADEMARKS AND LICENSES
We do not currently have any patents, trademarks or licenses and do not have any immediate plans to apply for any such intellectual property.
NEED FOR GOVERNMENT APPROVAL
As we only plan to act as a reseller of testing kits, and not actually manufacture or receive approval for any kits, any required government approvals will be taken care of by the manufacturers of the testing kits themselves and we will not need to receive any government approval to resell our products.
BLANK CHECK COMPANY ISSUES
Rule 419 of the Securities Act of 1933, as amended (the “Act”) governs offerings by “blank check companies.” Rule 419 defines a “blank check company” as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and issuing “penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Our management believes that the Company does not meet the definition of a “blank check company,” because, while we are in the development stage, we do have a specific business plan and purpose as described above, and our current purpose is not to engage in a merger or acquisition, and as such, we should not therefore be characterized as a “blank check company.”
ITEM 1A
ITEM 1A - RISK FACTORS
RISK FACTORS
An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this annual report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND BUSINESS ACTIVITIES WITHOUT ADDITIONAL FINANCING.
We depend to a great degree on the ability to attract external financing in order to conduct future business activities. We are currently funded solely by our shareholders. We anticipate the need for approximately $100,000 of additional funding to continue our operations for the next twelve (12) months. We have not generated any revenues to date through sales of products through our website, and can make no assurances that any sales will develop in the future and/or that such sales will be sufficient to support our working capital needs. If we are unable to raise the additional funds required for our business activities in the future, we may be forced to abandon our current business plan. If you invest in us and we are unable to raise the required funds, your investment could become worthless.
SHAREHOLDERS WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE RESTRICTIONS PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL COMPANY.”
Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for a period of one year; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a “shell company” (as described in greater detail above), any securities we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder or us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Furthermore, as we may not ever cease to be a “shell company,” investors who purchase our restricted securities and/or non-free trading shares of our securities may be forced to hold such securities indefinitely.
OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE AS A GOING CONCERN.
We are in our developmental stage. We have not generated sufficient revenues to support our operations to date and have incurred substantial losses. The Company has incurred net losses of $13,976 and $48,450 for each of the years ended December 31, 2009 and 2008, and has an accumulated deficit of $101,389 at December 31, 2009. As such, our auditor has expressed substantial doubt about the Company's ability to continue as a going concern.
WE LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY INVESTMENT IN OUR COMPANY RISKY.
We lack an operating history which investors can use to evaluate our previous earnings, as we were only incorporated in April 2002. Therefore, an investment in us is risky because we have no business history and it is hard to predict what the outcome of our business operations will be in the future.
WE HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE FORCED TO ABANDON OUR BUSINESS PLAN.
We currently have a poor financial position. We have not generated any revenues to date. There is a risk that we will not generate revenues moving forward, and that your investment in us will not appreciate. If we do not generate revenues in the future, we may be forced to abandon our business plan and your securities may become worthless.
WE RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED.
We rely heavily on our Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer, Tristin White for our success. His experience and input create the foundation for our business and he is responsible for the directorship and control over our exploration activities. We do not currently have an employment agreement or "key man" insurance policy on Mr. White. Moving forward, should we lose the services of Mr. White for any reason, we will incur costs associated with recruiting a replacement and delays in our operations. If we are unable to replace him with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and exploration activities. As a result of this, your investment in us could become devalued or worthless.
OUR OFFICERS AND DIRECTORS AND INSIDERS CAN VOTE AN AGGREGATE OF 46.5% OF OUR COMMON STOCK AND WILL EXERCISE SIGNIFICANT CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.
Shane Whittle, a shareholder of the Company and Tristin White, one of our officers and Directors can vote an aggregate of 5,000,000 shares or 46.5% of our outstanding common stock. Accordingly, as our largest shareholders, Mr. Whittle and Mr. White will exercise significant control in determining the outcome of corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Mr. White as Directors of the Company, which will mean that they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company's common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.
OUR VULNERABILITY TO SECURITY BREACHES, GLITCHES AND OTHER COMPUTER FAILURES COULD HARM OUR FUTURE CUSTOMER RELATIONSHIPS AND OUR ABILITY TO ESTABLISH OUR FUTURE CUSTOMER BASE.
Because we offer the majority of our services through our Internet websites (www.privatekits.com, www.privatekits.net, and www.RevealHiv.com), the secure transmission of confidential information over public networks is a critical element of our operations. A party who is able to circumvent security measures could misappropriate proprietary information or cause interruptions in our operations. If we are unable to prevent unauthorized access to our users' information and transactions, our customer relationships will be harmed. Although we currently implement security measures, these measures may not prevent future security breaches. Additionally, heavy stress placed on our systems could cause our systems to fail or cause our systems to operate at speeds unacceptable to our users. If this were to happen, we could lose customers and if severe enough, we could be forced to curtail or abandon our business plan, which would decrease the value of any investment you have in us.
WE RELY ON THE INTERNET INFRASTRUCTURE, AND ITS CONTINUED COMMERCIAL VIABILITY, OVER WHICH WE HAVE NO CONTROL AND THE FAILURE OF WHICH COULD SUBSTANTIALLY UNDERMINE OUR BUSINESS STRATEGY.
Our success depends, in large part, on other companies maintaining the Internet system infrastructure, including maintaining a reliable network backbone that provides adequate speed, data capacity and security. If the Internet continues to experience significant growth in the number of users, frequency of use and amount of data transmitted, as well as the number of malicious viruses and worms introduced onto the Internet, the infrastructure of the Internet may be unable to support the demands placed on it, and as a result, the Internet's performance or reliability may suffer. Because we rely heavily on the Internet, this would make our business less profitable and would lead to a decrease in the value of our common stock.
FUTURE GOVERNMENT REGULATION OF THE INTERNET MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS.
We are dependent upon the Internet in connection with our business operations. The United States Federal Communications Commission (the "FCC") does not currently regulate companies that provide services over the Internet, as it does common carriers or tele-communications service providers. Notwithstanding the current state of the FCC's rules and regulations, the FCC's potential jurisdiction over the Internet is broad because the Internet relies on wire and radio communications facilities and services over which the FCC has long-standing authority. Compliance with future government regulation of the Internet could result in increased costs which would have a material adverse effect on our business, operating results and financial condition, and which would lower the value of any of our securities which are held by you as an investor.
OUR OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY FLUCTUATIONS.
While we currently only have limited operations and have not generated any revenues to date, we believe that our products, if any, will be sold in world markets in United States dollars. As a result, currency fluctuations may affect the cash flow we realize from our future sales, if any. Foreign exchange fluctuations may materially adversely affect our financial performance and results of operations.
IF THE SELLING SHAREHOLDERS OF OUR RECENTLY EFFECTIVE REGISTRATION STATEMENT SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN BLOCKS, THE VALUE OF OUR SHARES WOULD MOST LIKELY DECLINE.
Our SB-2 Registration Statement became effective on January 8, 2008. Through this registration statement, the Company registered 5,570,000 shares of common stock for resale by certain of the Company’s shareholders as described therein. As described above, as we are “shell company,” none of the Company’s non-registered shares will be eligible for sale pursuant to Rule 144, and as a result, it is likely that the registered shares will be the only shares which are eligible to be resold in the market until such time as we cease to be a “shell company” and otherwise comply with Rule 144, if ever. Shares sold at a price below the market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of large numbers of shares at any price may cause the market price to fall. The amount of common stock owned by the selling shareholders in our SB-2 Registration Statement represents approximately 53.5% of the common stock currently outstanding.
ALTHOUGH WE HAVE BEEN APPROVED TO QUOTE OUR SECURITIES ON THE OVER-THE-COUNTER BULLETIN BOARD, THERE IS NOT CURRENTLY A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND ILLIQUID.
While our securities have been approved for quotation on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “GBLS”, none of our shares of common stock have traded to date, and there is currently no market for our common stock. If there is a market for our common stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:
(1)
actual or anticipated variations in our results of operations;
(2)
our ability or inability to generate new revenues;
(3)
increased competition; and
(4)
conditions and trends in the market for medical testing products.
Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.
IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.
Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. If we are late in our filings three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.
IN THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.
Moving forward, we anticipate incurring significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, commencing in calendar 2008 (one year after we began publicly reporting), we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, and in fiscal 2009, to allow our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.
Once our common stock is listed on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
Our Chief Executive Officer, Tristin White provides us office space at his home. We do not pay any rental fees to Mr. White in connection with the use of the office space, and neither we ,nor Mr.White have any immediate plans to seek additional office space and Mr. White has no plans to charge us rental fees in connection with the use of the office space.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become a party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the period of this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock has been approved for quotation on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “GBLS.” However, no shares of our common stock have traded as of the date of this report, and there is no “bid” or “ask” price for our common stock on the OTCBB as of the date of this report. We have no shares of common stock subject to outstanding options or warrants to purchase, or securities convertible into, our common stock. We have no outstanding shares of preferred stock. As of March 19, 2010, there were 10,800,000 shares of common stock outstanding, held by approximately 30 shareholders of record.
Sales Of Unregistered Securities
On or around February 28, 2006, we sold to Shane Whittle, our former Chief Executive Officer and Director, two million five hundred thousand (2,500,000) shares of common stock and Jason Freeman, our Chief Technical Officer and Director, two million five hundred thousand (2,500,000) shares of restricted common stock in consideration for $5,000 or $0.001 per share. We claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended (“Regulation S”), for the above issuances, since the issuances were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
From May 2006 to April 2007, we sold an aggregate of 5,750,000 shares of common stock to twenty-eight (28) offshore shareholders for an aggregate of $57,500 or $0.01 per share. We claim an exemption from registration afforded by Regulation S, for the above issuances, since the issuances were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
On May 8, 2008 the Company issued 50,000 shares at $0.20 per share for total proceeds of $10,000.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATIONS
The following discussion should be read in conjunction with our financial statements.
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
We will not be able to continue our business operations for the next six (6) months with the current cash we have on hand. We anticipate the need for approximately $100,000 in the next twelve (12) months to continue our business operations and begin the marketing of our products throughout the internet. We have not made any sales of our products to date, and can make no assurances that material sales will develop in the future, if at all. Moving forward, we hope to build awareness of our website, www.privatekits.com and in turn create demand for our products and sales, of which there can be no assurance.
COMPARISON OF OPERATING RESULTS
For the year ended December 31, 2009, compared to the year ended December 31,
We have not generated any sales revenue to date.
We had general and administrative expenses of $13,976 for the year ended December 31, 2009, compared to $48,450 for the year ended December 31, 2008, a decrease in expenses of $34,474 from the prior period. The main reasons for the decrease in expenses were due to decreased general and administrative expenses.
We had a net loss of $13,976 for the year ended December 31, 2009, compared to $48,450 for the year ended December 31, 2008. The main reasons for the decrease in net loss were due to decreased general and administrative expenses.
From inception the December 31, 2009 we had general and administrative costs of $101,389 and incurred a net loss of $101,389.
LIQUIDITY AND CAPITAL RESOURCES
We had total assets, consisting solely of current assets of cash of $592 as of December 31, 2009 and $760 as of December 31, 2008.
We had total liabilities consisting solely of current liabilities of $29,481 as of December 31, 2009 and $15,673 as of December 31, 2008. Current liabilities as of December 31, 2009 included $9,373 of accounts payable and accrued liabilities and $20,108 of advances from shareholder in connection with amounts advanced to us by Shane Whittle, our former Chief Executive Officer.
We had a negative working capital deficit of $28,889 and a total accumulated deficit of $101,389 as of December 31, 2009.
We had net cash flows used in operating activities of $5,653 for the year ended December 31, 2009, which consisted of $13,976 of net loss and $8,323 change in accounts payable.
We had cash flows $5,485 provided by financing activities for the year ended December 31, 2009.
We have no current commitment from our officers and Directors or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.
In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Global Industries Corp.
(A Development Stage Company)
Los Angeles, California
We have audited the accompanying balance sheets of Global Industries Corp. (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended and for the period from April 18, 2002 (inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Industries Corp. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years then ended and for the period from April 18, 2002 (inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2010 raise substantial doubt about its ability to continue as a going concern. The 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
LBB & Associates Ltd., LLP
Houston, Texas
April 8,
GLOBAL INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
See accompanying notes to financial statements
GLOBAL INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Years ended December 31, 2009 and 2008
and Period from April 18, 2002 (Inception) through December 31,
See accompanying notes to financial statements
GLOBAL INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Period from April 18, 2002 (Inception) through December 31, 2009
See accompanying accounting policies and notes to financial statement
GLOBAL INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2009 and 2008
and Period from April 18, 2002 (Inception) through December 31,
See accompanying notes to financial statements
GLOBAL INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Global Industries Corp. (the “Company”) was incorporated in Nevada in April 18, 2002 and extra provincially registered in British Columbia Canada under Privatekits.com Inc.
Privatekits.com Inc. is a web based firm that offers confidential, FDA 510 (k) approved home testing products for detection of Hepatitis C, pregnancy, and HIV. Privatekits.com offers Home Access brand HIV-1 test kits, which is the only home test approved by the FDA 510 (k) for home distribution in the United States.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid financial instruments with original purchased maturities of three months or less.
Use of Estimates
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 the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company plans to recognize revenue when persuasive evidence of an arrangement exists, goods have been delivered, the sales price is fixed or determinable and collection is probable.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic Loss per Share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Accounting Standards Certification 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Subsequent Events
Subsequent events have been evaluated through the date of issuance.
NOTE 2 - GOING CONCERN
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $13,976 and $48,450 for the years ended December 31, 2009 and 2008 respectively, and has an accumulated deficit of $101,389 at December 31, 2009. This condition raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.　
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its operations.
NOTE 3 - SHAREHOLDER ADVANCES
During the year ending December 31, 2005 a shareholder of the company advanced the company $1,099. $1,000 of this advance was applied to the payment of his purchase of common stock.
In the year ended December 31, 2007, the same shareholder advanced the Company another $491. At December 31, 2007 the Company owed this shareholder $590 for expenses he paid on behalf of the Company.
During the year ended December 31, 2008, the same shareholder advanced the Company another $14,033 for payments made on behalf of the Company.
During the year ended December 31, 2009, the same shareholder advanced the Company $5,485 for payments made on behalf of the Company.
As of December 31, 2009 the Company owed this shareholder $20,108.
The advances from the shareholder are non-interest bearing, unsecured and repayable upon demand.
NOTE 4 - COMMON STOCK
In February, 2006, the Company sold 5,000,000 shares of common stocks to its two directors with 2,500,000 each at the par value of $0.001 for total proceeds of $5,000. One of the directors applied $1,000 of his advance to the Company to the purchase of the common stock upon the issuance of the common stock. The Company received the remaining payment of $4,000 in May, 2007.
Between February and November 2006, the Company raised $52,000 by selling subscriptions for 5,200,000 shares of its common stock at $0.01 per share.
In May, 2007 the Company issued another 550,000 shares of its common stock at $0.01 per share for total proceeds of $5,500.
On May 8, 2008 the Company issued 50,000 shares at $0.20 per share for total proceeds of $10,000.
As of December 31, 2009 and 2008 the Company had 25,000,000 common shares authorized, and 10,800,000 shares issued and outstanding.
The Company received its Notice of Effectiveness for its Form SB-2 Registration Statement in January, 2008 and its trading symbol on the Over-The-Counter Bulletin Board in March 2008.
NOTE 5 - INCOME TAXES
The Company follows Statement of Financial, Accounting Standards Certification 740 (ASC 740) for Income Taxes." Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
The provision for refundable Federal income tax consists of the following:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
At December 31, 2009, the Company had an unused net operating loss carryover of approximating $101,400 that is available to offset future taxable income; it expires beginning in 2025.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and financial officers concluded that our disclosure controls and procedures are effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2009.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.
There has been no change in our internal controls over financial reporting during our most recent fiscal year that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth the name, age and position of each of our directors and executive officers. There are no other persons who can be classified as a promoter or controlling person of us. Our officers and directors are as follows:
Name
Age
Position
Tristin White
Chief Executive Officer, President,
Principal Financial Officer,
Secretary and Director
Joey Granath
Former Chief Executive Officer, President,
Principal Financial Officer Secretary and Director
Shane Whittle
Insider
Tristin White
Chief Executive Officer, President, Principal Financial Officer, Secretary and Director
Joey Granath
Former Chief Executive Officer, President, Principal Financial Officer, Secretary and Director
Mr. Granath has served as the sole officer and Director of the Company since September 2008. Prior to this, Mr. Granath worked as a Director and Producer for KushTV.com, based in Los Angles, California, from January 2005 to September 2008. KushTv.com is an online media provider for Music, Special Events and Online HighDef TV Webisodes. From February 1999 to May 2005, Mr. Granath served as President of G Productions Inc., a California based company that focused on special event productions in West Hollywood and Beverly Hills, California. Mr. Granath spends approximately 10 hours per week on Company matters.
Shane Whittle, Shareholder
Shane Whittle served as our Chief Executive Officer, President, Principal Financial Officer, Secretary and Director since our incorporation in April 2002 until September 1, 2008. Mr. Whittle served as President, Director and Secretary of Einscribe Inc., a company in the business of online document editing services for students and businesses from January 2000 until June 2005. From January 2003 to October 2004, Mr. Whittle performed investor relations services for and served as a Marketing Manager and Operations Leader for Universco BroadBand Network. From June 1994 to September 2004, Mr. Whittle served as an event planning consultant with Velvet Groove Entertainment. From February 1997 to September 1999, Mr. Whittle served as the Manager of the Cactus Club Restaurant chain.
Mr. Whittle received a Business Administration degree from Capilano College in North Vancouver, British Columbia in 2001.
Our Directors are elected annually and hold office until our next annual meeting of the shareholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Our officers and Directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock options. Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board of Directors. Vacancies in the Board are filled by majority vote of the remaining directors.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The Summary Compensation Table below reflects those amounts received as compensation by the executive officers of the Company during the fiscal years ended December 31, 2009, 2008, and 2007. The Company presently has no pension, health, annuity, insurance, or similar benefit plans.
EXECUTIVE COMPENSATION
Name & Principal Position
Year
Salary ($)
Other(1) Annual Compensation
Restricted Stock Awards
Total Compensation
(1)
Tristin White
CEO, President, Principal Accounting Officer, Secretary and Director
$0
$0
$0
$0
Joey Granath
$0
$0
$0
$0
Former CEO, President,
$0
$0
$0
$0
Principal Accounting Officer,
Secretary and Director
$0
$0
$0
$0
* Does not include perquisites and other personal benefits in amounts less than 10% of the total annual salary and other compensation. Other than the individual listed above, we had no executive employees or Directors during the years listed above.
(1) No Executive Officer received any bonus, restricted stock awards, options, non-equity incentive plan compensation, or nonqualified deferred compensation earnings during the last three fiscal years, and no salaries are being accrued.
Neither Mr. White nor Mr. Granath has ever drawn any salary from the Company, nor do they have any employment or consulting agreements with the Company.
COMPENSATION DISCUSSION AND ANALYSIS
Director Compensation
No member of our Board of Directors has ever received any compensation; however, the Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors, consisting of Tristin White, determines the compensation given to our executive officers in its sole determination. As our executive officer currently draws no compensation from us, we do not currently have any executive compensation program in place. Although we have not to date, our Board of Directors also reserves the right to pay our executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
As of the date of this filing, no executive officers or Director holds any outstanding options to purchase shares of common stock in the Company, nor were there any outstanding options to purchase shares in the common stock of the Company as of the filing of this report.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award certain executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
Criteria for Compensation Levels
The Company seeks to attract and retain qualified executives and employees able to positively contribute to the success of the Company for the benefit of its various stakeholders, the most important of which is its shareholders, but also including its officers, employees, and the communities in which the Company operates.
The Board of Directors (in establishing compensation levels for the Company’s Chief Executive Officer, if any) and the Company (in establishing compensation levels for other executives, if any) may consider many factors, including, but not limited to, the individual’s abilities and performance that results in: the advancement of corporate goals of the Company, execution of the Company’s business strategies, contributions to positive financial results, and contributions to the development of the management team and other employees. In determining compensation levels, the Board of Directors may also consider the experience level of each particular individual and/or the compensation level of executives in similarly situated companies in our industry.
Compensation levels for executive officers are generally reviewed annually, but may be reviewed more often as deemed appropriate.
Compensation Philosophy and Strategy
In addition to the “Criteria for Compensation Levels” set forth above, the Company has a “Compensation Philosophy” for all employees of the Company (set forth below).
Compensation Philosophy
The Company’s compensation philosophy is as follows:
•
The Company believes that compensation is an integral component of its overall business and human resource strategies. The Company’s compensation plans will strive to promote the hiring and retention of personnel necessary to execute the Company’s business strategies and achieve its business objectives.
•
The Company’s compensation plans will be strategy-focused, competitive, and recognize and reward individual and group contributions and results. The Company’s compensation plans will strive to promote an alignment of the interests of employees with the interests of the shareholders by having a portion of compensation based on financial results and actions that will generate future shareholder value.
•
In order to reward financial performance over time, the Company’s compensation programs generally will consist of base compensation, and may also consist of short-term variable incentives and long-term variable incentives, as appropriate.
•
The Company’s compensation plans will be administered consistently and fairly to promote equal opportunities for the Company’s employees.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides the names and addresses of each person known to own directly or beneficially more than a 5% of the outstanding common stock (as determined in accordance with Rule 13d-3 under the Exchange Act) as of March 19, 2009 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Shareholder Name
Shares Held
Percentage (1)
Shane Whittle
Stockholder
2,500,000
23.3%
Tristin White
President, Treasurer, Secretary
and Director
(ADDRESS)
2,500,000
23.3%
Jack and Helen Whittle
Mount Seymour Parkway,
North Vancouver,
British Columbia V7H 1E9
1,190,000
11.1%
David and Natasha Lietzmann
W. 21st Street, North Vancouver, British Columbia,
Canada V7M 1Z1
700,000
6.5%
Total of all officers and Directors a Group
2,500,000
23.3%
(1)
Based on 10,800,000 shares outstanding as of April 12, 2010.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On or around February 28, 2006, we sold Shane Whittle, our former Chief Executive Officer and Director two million five hundred thousand (2,500,000) shares of common stock and Jason Freeman, our Chief Technical Officer and Director two million five hundred thousand (2,500,000) shares of restricted common stock in consideration for an aggregate of $5,000 or $0.001 per share.
During the year ending December 31, 2005 a shareholder of the company advanced the company $1,099. $1,000 of this advance was applied to the payment of his purchase of common stock.
In the year ended December 31, 2007, the same shareholder advanced the Company another $491. At December 31, 2007 the Company owed this shareholder $590 for expenses he paid on behalf of the Company.
During the year ended December 31, 2008, the same shareholder advanced the Company another $14,033 for payments made on behalf of the Company.
During the year ended December 31, 2009, the same shareholder advanced the Company $5,485 for payments made on behalf of the Company.
As of December 31, 2009 the Company owed this shareholder $20,108.
The advances from the shareholder are non-interest bearing, unsecured and repayable upon demand.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
During the fiscal year ended December 31, 2009, the Company incurred approximately $10,800 in fees to its principal independent accountant for professional services rendered in connection with preparation and audit of the Company's financial statements for fiscal year ended December 31, 2009 and for the review of the Company's unaudited quarterly financial statements as filed in the Company’s reports on Form 10-Q for the year ended December 31, 2009.
During the fiscal year ended December 31, 2008, the Company incurred approximately $10,835 in fees to its principal independent accountants for professional services rendered in connection with preparation and audit of the Company's financial statements for fiscal year ended December 31, 2008 and for the review of the Company's unaudited quarterly financial statements for the year ended December 31, 2008.
AUDIT RELATED FEES
None.
TAX FEES
None.
ALL OTHER FEES
During the fiscal year ended December 31, 2009, the Company incurred approximately $0 in fees to its principal independent auditors for professional services rendered in connection with review and consent to various SEC filings. The Company incurred $0 in fees during the fiscal year ended December 31, 2008.
ITEM 15.
ITEM 15. EXHIBITS
Exhibit Number
Description of Exhibit
3.1(1)
Articles of Incorporation
3.2(1)
Bylaws
31*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
* Filed herein.
(1) Filed as Exhibits to our Form SB-2 Registration Statement, filed with the Commission on November 8, 2007, and incorporated by reference herein.
B) REPORTS ON FORM 8-K
Form 8-K dated August 19, 2008 filed with the Commission and incorporated by reference herein.
Form 8-K dated September 8, 2008 filed with the Commission and incorporated by reference herein.
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 INDUSTRIES CORP.
DATED: April 13, 2010
By: /s/ Tristin White
Tristin White
Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Accounting Officer)