0001664038-20-000026.txt : 20201009 0001664038-20-000026.hdr.sgml : 20201009 20201009101231 ACCESSION NUMBER: 0001664038-20-000026 CONFORMED SUBMISSION TYPE: 1-SA PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200229 FILED AS OF DATE: 20201009 DATE AS OF CHANGE: 20201009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Pharma Labs, Inc. CENTRAL INDEX KEY: 0001690824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 1-SA SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00072 FILM NUMBER: 201232362 BUSINESS ADDRESS: STREET 1: 433 ESTUDILLO AVENUE CITY: SAN LEANDRO STATE: CA ZIP: 94577 BUSINESS PHONE: 925-876-8832 MAIL ADDRESS: STREET 1: 433 ESTUDILLO AVENUE CITY: SAN LEANDRO STATE: CA ZIP: 94577 1-SA 1 gpl_1sa2020.htm FORM 1-SA

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 1-SA

 

SEMIANNUAL REPORT PURSUANT TO REGULATION A

 

 

For the fiscal semiannual period ended:

February 29, 2020

 

Global Pharma Labs, Inc.

(Exact name of issuer as specified in its charter)

 

Delaware 81-4041872
State of other jurisdiction of incorporation or
organization
(I.R.S. Employer Identification No.)

 

 

433 Estudillo Ave., Suite 206

San Leandro, CA 94577

(Full mailing address of principal executive offices)

 

925-876-8832

(Issuer’s telephone number, including area code)

 

 


You should read the following, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with our financial statements and the related notes. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

 

Item 1.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 

Global Pharma Labs, Inc., a Delaware corporation:

Our cash balance is $932 as of February 29, 2020. Our cash balance is not sufficient to fund our limited level of operations for any substantive period of time. We have been utilizing, and may continue to utilize, funds from Sylvester L. Crawford, our Chief Executive Officer, who has informally agreed to provide funds to allow us to pay for professional fees and related operating costs in the event that the Company has insufficient funds. Mr. Crawford does not have any formal commitment, arrangement or legal obligation to advance and/or loan funds to the company.

 

On November 22, 2016, we entered into a license agreement with our Chief Executive Officer Sylvester L. Crawford in which we were granted an exclusive license to develop, manufacture, and commercialize Mr. Crawford’s patents and applications related to the development of “OA-sys,” a product candidate for osteoarthritis that is currently in the early stage of development.

 

Currently, OA-sys is in the preclinical stage of development and is not FDA approved at this time.

 

 

In order to implement our plan of operations for the next twelve-month period, we require a minimum of $500,000 of funding. We plan to obtain this funding from the sale of shares of our restricted common stock in the form of a private placement. At this time we intend to allocate these funds we seek to raise towards further developing OA-sys, achieving FDA approval, and getting OA-sys to market.

 

 

The Six Months Ended February 29, 2020 and February 28, 2019

 

Operating Expenses: Operating expenses for the six months ended February 29, 2020 were $86,205 and $8,016 for the six months ended February 28, 2019. Operating expenses for both periods were comprised of general and and administrative expenses.

 

Net Loss: Net loss for the six months ended February 29, 2020 was $6,205 and $8,016 for the six months ended February 28, 2019. The net loss for both periods were the result of general and administrative expenses.

 

Liquidity and Capital Resources

 

We had cash of $4,931 at August 31, 2019 and $932.00 at February 29, 2020. Our capital needs have primarily been met by our Chief Executive Officer Sylvester L. Crawford. We will have additional capital requirements during 2020. We do not expect to be able to satisfy our cash requirements in the near term as we have no current revenue stream. We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all. We are currently incurring operating deficits that are expected to continue for the foreseeable future, especially due to the fact that we have significant steps to take to get our product OA-sys to market.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have, or are reasonably likely, to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

 

 

Share-Based Compensation

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

The Company had no stock-based compensation plans as of February 29, 2020.

The Company’s stock based compensation was $0 for the six months ended February 29, 2020 and February 28, 2019.

 

Item 2.  Other Information

None. 

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Item 3. Financial Statements

 

INDEX TO THE FINANCIAL STATEMENTS OF Global Pharma Labs, Inc.

 

Balance Sheets as of February 29, 2019 (Unaudited) and August 31, 2019 (Audited) 4
   
Statements of Operations for the Six Months Ended February 29, 2020 and February 28, 2019 (Unaudited) 5
   
Statements of Cash Flows for the Six Months Ended February 29, 2020 and February 28, 2019 (Unaudited) 6
   
Notes to Unaudited Financial Statements 7 to 11

 

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Global Pharma Labs, Inc.

Balance Sheets

 

 

   


February 29, 2020

(Unaudited)

 


August 31, 2019

(Audited)

         
ASSETS            
 Cash   $ 932   $ 4,931
             
TOTAL ASSETS   $ 932   $ 4,931
             
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)            
Current Liabilities            
             
          Accrued expenses   $ 4,100   $ 13,695
Loan from related party     11,800     -
Total Current Liabilities     15,900     13,695
TOTAL LIABILITIES     15,900     13,695
             
Stockholders’ Equity (Deficit)            
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of February 29, 2020 and August 31, 2019)     -       -  
             
Common stock ($.0001 par value, 100,000,000 shares authorized, 50,603,900 shares issued and outstanding as of February 29, 2020 and August 31, 2019, respectively)     5,060     5,060
Additional paid-in capital     164,255     164,255
Accumulated deficit     (184,283)     (178,079)
Total Stockholders’ Equity (Deficit)     (14,968)     (8,764)
             
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)   $ 932   $ 4,931

  

  

 The accompanying notes are an integral part of these unaudited financial statements.

 

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Global Pharma Labs, Inc. 

Statements of Operations

(Unaudited)

 

 

    For the Six Months Ended
February 29,
2020
  For the Six Months Ended
February 28,
2019
 Operating Expenses                
General and Administrative Expenses     6,205       8,016  
Total Operating Expenses     6,205       8,016  
Net Loss   $ (6,205 )   $ (8,016 )

 

Basic and Diluted Net Loss Per Common Share

  $ (0.00 )   $ (0.00 )

 

Weighted average number of common shares outstanding- Basic and Diluted

  $ 50,603,900     $ 50,603,900  

   

 

The accompanying notes are an integral part of these unaudited financial statements.

 

- 5 -  


 

 

 

Global Pharma Labs, Inc.

Statements of Cash Flow

 (Unaudited)

 

  

    For the Six Months
Ended February 29, 2020
 

For the Six Months

Ended February 28,
2019

CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (6,025 )   $ (8,016 )
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:                
Expenses contributed to capital     —         -  
Changes in current assets and liabilities:                
     Loan from related party     11,800       -  
    Accrued expenses     (9,594 )     (9,000 )
Net cash provided by (used in) operating activities     (3,999 )     (17,016 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from the sale of common shares   $ —       $ -  
Net cash provided by financing activities   $ —       $ -  
                 
Net increase (decrease) in cash and cash equivalents   $ (3,999 )   $ (17,016)  
Cash and cash equivalents at beginning of period     4,931       28,846  
Cash and cash equivalents at end of period   $ 932     $ 11,830  
Cash paid for:                
    Interest   $ —       $ —    
    Income taxes   $ —       $ —    

 

The accompanying notes are an integral part of these unaudited financial statements.

 

- 6 -  


 

Global Pharma Labs, Inc.

Notes to the Unaudited Financial Statements 

Note 1 – Organization and Description of Business

 

Global Pharma Labs, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on August 29, 2016 with the name Global Pharma Labs, Inc.

 

The Company has elected August 31st as its year end.

 

The Company is a biopharmaceutical company developing new medicine.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

 

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 amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at February 29, 2020 and August 31, 2019 were $932 and $4,931, respectively.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at February 29, 2020 and August 31, 2019.

 

 

- 7 -  


 

 

Basic Earnings (Loss) Per Share

 

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

The Company does not have any potentially dilutive instruments as of February 29, 2020 and August 31, 2019 and, thus, anti-dilution issues are not applicable.

 

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs that are both significant to the fair value measurement and unobservable. 

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 29, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

- 8 -  


 

 

Share-Based Compensation

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

The Company had no stock-based compensation plans as of February 29, 2020.

The Company’s stock based compensation for the periods ended February 29, 2020 and 2019 were $0.

 

Recently Issued Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

 

Note 3 – Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, and other adverse key financial ratios.

 

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party loans to the Company. There is no assurance that management's plan will be successful.

 

 

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The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Note 4 – Income Taxes 

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net carryforward operating loss of ($133,783) which begins expiring twenty years from when it was incurred. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.

 

Significant components of the Company’s deferred tax assets and liabilities as of February 29, 2020 after applying enacted corporate income tax rates, is net operating loss carryforward of $28,094 and a valuation allowance of $(28,094) which is a total deferred tax asset of $0.

  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 

 

We may incur future income tax for our open fiscal year which will ended August 31, 2020. 

  

 

Note 5 – Commitments and Contingencies

 

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Pursuant to the Company's active consulting agreement with V Financial Group, LLC , the Company will issue an additional 50,000 shares of its common stock to V Financial Group, LLC upon the successful release of a ticker symbol by FINRA to the Company.

 

Note 6 – Shareholder Equity

 

Preferred Stock

 

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding as of February 29, 2020 and August 31, 2019.

 

Common Stock

 

The authorized common stock of the Company consists of 100,000,000 shares with a par value of $0.0001.

 

The Company had 50,603,900 shares of common stock issued and outstanding as of February 29, 2020 and August 31, 2019.

 

The Company did not have any potentially dilutive instruments as of February 29, 2020 and August 31, 2019, thus, anti-dilution issues are not applicable.

 

- 10 -  


 

   

Note 7 – Related-Party Transactions

 

Loan from related party

 

During the six months ended February 29, 2020, our Director, Sylvester Crawford, has paid expenses on behalf of the Company totaling $11,800.00. These payments are considered loans to the Company and are non-interest bearing, unsecured and payable on demand.

 

Office Space

 

At this time our office space is provided to us rent free by our CEO and Director Sylvester Crawford.

 

Note 8 – Subsequent Events

 

The Company has evaluated subsequent events through the filing of the report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the financial statements.

 

 

- 11 -


Item 4.  Exhibits 

 

Exhibit No.   Description
     
1A-2A   Certificate of Incorporation dated August 23, 2016, as filed with the Delaware Secretary of State on August 29, 2016 *
1A-2B   By-laws *

 

 *Filed as an exhibit to our Offering Statement (1-A) on January 26, 2017.

 

- 12 -


 

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      Global Pharma Labs, Inc.
       
       
Date: October 9, 2020   By: /s/ Sylvester L. Crawford
        Sylvester L. Crawford, Chief Executive Officer

 

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Sylvester L. Crawford   Chief Executive Officer   October 9, 2020
Sylvester L. Crawford   (Principal Executive Officer)    
         
/s/ Sylvester L. Crawford   Chief Financial Officer and Chief Accounting Officer   October 9, 2020
Sylvester L. Crawford   (Principal Financial Officer and Principal
Accounting Officer)
   

 

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