Item
1: Description of Business
FORWARD-LOOKING
STATEMENTS
This
annual report contains forward-looking statements. These statements relate to future events or our future financial performance.
These statements often can be identified by the use of terms such as “may,” “will,” “expect,”
“believe,” “anticipate,” “estimate,” “approximate” or “continue,”
or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We
wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking
statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events
to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim
any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such
statement or to reflect the occurrence of anticipated or unanticipated events.
All
dollar amounts refer to US dollars unless otherwise indicated.
Summary
Globe
Net is a Nevada company and was incorporated on September 4, 2009. Globe Net is a “shell” company as defined by the
SEC as a result of only having nominal operations and nominal assets. Globe Net is an “emerging growth company” under
the federal securities laws and will be subject to reduced public company reporting requirements.
Since
September 2009, Globe Net has had its executive head office at 2302-3 Pacific Plaza, 410 Des Voeux Road West, Hong Kong. The telephone
number at this office is (253)252-8637. Globe Net is renting the administrative office on a month to month basis.
Globe
Net has an authorized capital of 200,000,000 common shares with a par value of $0.001 per share with 10.8 million common shares
currently issued and outstanding.
Globe
Net has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications,
mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Globe Net’s
business.
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Description
of Business
During
the fiscal period ended August 31, 2020 Globe Net was engaged in the business of developing an open source application
programming interface (API) ecosystems and the developmen to provide rural communities with high-speed internet connectivity
at speeds equal or better than existing competing services. Subsequently, management decided to expand Globe Net focus and
identify and assess new projects for acquisition purposes that are more global in nature and technology-based.
Plan
of Operations
Our
plan of operation is to obtain debt and, or, equity finance to meet our ongoing operating expenses and attempt to merge with another
entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our
shareholders. There is can be no assurance that these events can be successfully completed. In particular there is no assurance
that any such business will be located or that any stockholder will realize any return on their shares after such a transaction.
Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held
by our current stockholders. We believe we are an insignificant participant among the firms which engage in the acquisition of
business opportunities. There are many established venture capital and financial concerns that have significantly greater financial
and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management
availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
General
Business Plan
We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934
Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant
to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that
we may be able to participate in only one potential business venture because of our lack of financial resources.
We
may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace
in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or
for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries. We expect that the selection of a business opportunity will be complex. Due to general economic conditions,
rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous
firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits
to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors.
Potentially, available business opportunities may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be
able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has
complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.
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The
analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to
concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present
associations of our director, professional advisors or by our stockholders.
In
analyzing prospective business opportunities, we will consider such matters as:
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(i)
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available
technical, financial and managerial resources;
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(ii)
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working
capital and other financial requirements;
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(iii)
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history
of operations, if any, and prospects for the future;
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(iv)
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nature
of present and expected competition;
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(v)
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quality,
experience and depth of management services;
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(vi)
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potential
for further research, development or exploration;
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(vii)
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specific
risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company;
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(viii)
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potential
for growth or expansion;
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(ix)
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potential
for profit;
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(x)
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public
recognition and acceptance of products, services or trades;
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(xi)
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name
identification; and
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(xii)
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other
factors that we consider relevant.
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As
part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the
extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We
will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
Acquisition
Opportunities
In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business.
Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of
us. In addition, our current directors may, as part of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our stockholders, or our controlling shareholder may sell his stock in us. Any such sale will only
be made in compliance with the securities laws of the United States and any applicable state.
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It
is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration
under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may
agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.
If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition
and is no longer considered a shell company. The issuance of substantial additional securities and their potential sale into any
trading market which may develop in our securities may have a depressive effect on the value of our securities in the future.
There is no assurance that such a trading market will develop.
While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free”
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free
treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving
entity. This would result in significant dilution in the equity of our stockholders. As part of our investigation, we expect to
meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification
of certain information provided, check references of management and key personnel, and take other reasonable investigative measures,
to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity
will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
With
respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities,
our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or
acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets
and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage
of shares held by our stockholders.
We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements.
Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will:
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(i)
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require
specific representations and warranties by all of the parties;
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(ii)
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specify
certain events of default;
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(iii)
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detail
the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing;
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(iv)
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outline
the manner of bearing costs, including costs associated with the Company’s attorneys and accountants;
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(v)
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set
forth remedies on defaults; and (vi) include miscellaneous other terms.
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As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within
a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available
at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing
documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction
is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated
with the proposed transaction.
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Competition
We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue
to be at a significant competitive disadvantage compared to our competitors.
Raw
Materials
The
raw materials for any of Globe Net’s potential technology acquisitions have yet to be determined.
Dependence
on Major Customers
Globe
Net has no customers.
Trademark
and Licenses
Globe
Net currently has no patents or trademarks; and Globe Net is not party to any license, franchise, concession, or royalty agreements
or any labor contracts.
Government
Approvals and Regulations
Globe
Net does not require government approval to develop or sell its technology in non-embargoed countries.
Research
and Development Costs
Globe
Net has not spent any funds on either company-sponsored research and development activities or customer-sponsored research activities
relating to the development of new products, services or techniques or the improvement of existing products, services, or techniques.
Employees
Globe
Net currently does not have any employees. Globe Net intends to retain the services of trained staff and technicians as needed,
which will include technical and administrative personnel and service provider technicians. Globe Net will also retain consultants
on an “as needed basis”.