STEK 10-K Annual Report Aug. 31, 2019 | Alphaminr

STEK 10-K Fiscal year ended Aug. 31, 2019

STEMTECH CORP
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10-K 1 form10-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2019

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

For the transition period from ___________ to ___________

Commission file number 333-172172

GLOBE NET WIRELESS CORP.

(Exact name of registrant as specified in its charter)

Nevada Pending

(State or other jurisdiction of

incorporation or organization)

(IRS Employer
Identification No.)

2302-3 Pacific Plaza

410 Des Voeux Road West

Hong Kong, China

(Address of principal executive offices)

Registrant’s telephone number, including area code: (253)252-8637

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
None N/A

Securities registered pursuant to Section 12(g) of the Act:

common shares - $0.001 par value

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted and electronically posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [  ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of December 9, 2019, the registrant had 8,800,000 shares of voting common stock that were held by non-affiliates. Based on the last sales price of the registrant’s common stock of $0.02, these non-affiliate shares have an aggregate market value of $17600.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of December 9. 2019, the registrant had 10,800,000 shares of common stock with par value $0.001 issued and outstanding.

TABLE OF CONTENTS

Part I
Item 1 Description of Business 3
Item 1A Risk Factors 9
Item 1B Unresolved Staff Comments 9
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Mine Safety Disclosures 9
Part II
Item 5 Market for Common Equity and Related Stockholder Matters 9
Item 6 Selected Financial Data 10
Item 7 Management’s Discussion and Analysis or Results of Operations 10
Item 7A Quantitative and Qualitative Disclosures about Market Risk 13
Item 8 Financial Statements and Supplementary Data 14
Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 15
Item 9A (T) Controls and Procedures 15
Item 9B Other Information 17
PART III
Item 10 Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 17
Item 11 Executive Compensation 20
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21
Item 13 Certain Relationships, Related Transactions and Director Independence 23
Item 14 Principal Accountant Fees and Services 23
PART IV
Item 15 Exhibits and Financial Statement Schedules 25

GNTW - Form 10-K - 2019 Page 2

PART I

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.

In August 2016 Globe Net began developing software to be used in the open source application programming interface (“ API ”) ecosystems. In November 2016 Globe Net completed its beta-testing of its new mobile text marketing platform, TextPro Connect IQ, and has commenced the development and testing of a second API application known as Swappit. Management is also actively looking for other related applications to develop and incubate.

Globe Net is also continuing with the development of its Internet and wireless connectivity systems to provide internet and related services to both consumers and businesses in currently under serviced or unserviceable areas at real broadband speeds. .

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.

GNTW - Form 10-K - 2019 Page 3

Description of Business

App Incubator Segment

In August of 2016 Globe Net began to develop its business concept to capitalize on the proliferation of open source application programming interface (API) ecosystems. Management ascertained one of the key success metrics today is service velocity or the speed with which services can be developed and introduced to the market to generate revenue.

Currently, Globe Net has developed its TextPro app and is currently developing its second app. Swappit, for its app incubator business segment. TextPro Connect IQ is a single, unified, web-based system allowing customers to create campaigns that utilize a variety of marketing tools. Swappit it is a person to person online swapping platform.

Digital services in the API economy are increasingly being developed using a new design pattern known as microservices. Wikipedia defines microservices as: “a software architecture style in which complex applications are composed of small, independent processes communicating with each other using language-agnostic APIs.

In order to take advantage of the API ecosystem economy, Globe Net wants to become an agile business, able to participate in on-demand, context driven API economy value chains and to bring new services to market faster. The network as a digital platform will enable them to design and deploy customer-facing digital services by “mashing up” network and IT service components that run in the platform with each other, and potentially with services exposed by third-party platforms.

Rural Internet Service Provider (RISP) Segment

During the fiscal period ending August 31, 2019 Globe Net was still working on the development of its business segment to provide rural communities with high-speed internet connectivity at speeds equal or better than existing competing services. Through the use of its Internet and wireless connectivity systems, Globe Net’s goal is to develop and provide internet and related services to both consumers and businesses in currently under serviced or unserviceable areas at real broadband speeds. Globe Net planned to offer for sale its GNW Systems to residents and businesses located in under-serviced or non-serviced rural areas worldwide with the initial focus on North America and China. Although Globe Net continues to attempt to achieve its goal of becoming a rural internet provider, management’s current plan is to focus on Globe Net’s app business.

See “Plan of Operation” and “Management’s Discussion and Analysis of Financial Condition” below for more information. As of the effective date of this prospectus Globe Net has not generated any revenues.

GNTW - Form 10-K - 2019 Page 4

Products

TextPro Connect IQ

TextPro Connect IQ is a single, unified, web-based system allowing customers to create campaigns that utilize a variety of marketing tools, including mobile coupons, SMS marketing, QR codes, mobile keywords, Mobile splash pages, surveys, voting, polls, email marketing and social media status updates. Additionally, business and event planners have the ability to offer text reminders. Small businesses that rely on scheduled meetings with customers can do away with fears of missed appointments, reservations, or scheduled maintenance and repairs.

Globe Net utilizes a software as a service (SAAS) model for TextPro Connect IQ. SaaS removes the need for organizations to install and run applications on their own computers or in their own data centers. This eliminates the expense of hardware acquisition, provisioning and maintenance, as well as software licensing, installation and support. Customers are charged a monthly fee for access to our platform and purchase voice and text credits from us using a PayPal gateway.

Swappit

Swappit it is a person to person online swapping platform. Users download the app, and then set their criteria which will allow Swappit to find a potential swapping match. The criteria will be based on how long you are willing to trade for in days or weeks, the distance you are willing to travel to trade in kilometers or miles, you item category and price level, then a picture of the items. Once all the parameters have been entered by the user, then the Swappit app will then search through it database of users to find a potential swapping match and allow the user to decide if they want to proceed with a swap or wait and search for more items. Once a match is what the user desires they simply arrange to meet the other user and complete the swap.

RISP

Globe Net is still developing a system to deliver high-speed Internet service wirelessly to rural subscribers. It is Globe Net’s goal is to offer quality, high-speed wireless Internet service to end-users who are without Internet service or underserviced as a result of inferior technologies. Globe Net intends to develop a new technology that will broadcast an omni-directional wireless signal with a radius of up to approximately 20 miles using 700MHz spectrum. Unlike microwave, WiFi, or WiMax, direct line of sight is not necessary, which increases its practicality while reducing broadcasting costs. Globe Net’s Internet and wireless connectivity systems will transmit high-speed Internet service wirelessly over the 600MHz - 800MHz spectrum, 700MHz being the optimal band, at speeds as high as 20Mbps (megabits per second) download and 4Mbps upload. The signal will be transmitted from an omni-directional antenna mounted on an elevated structure, such as a transmission or communications tower. Because the signal is transmitted at a relatively low frequency, it is not as susceptible to obstructions as Wi-Fi or satellite services, as the signal can penetrate through most vegetation and other solid obstacles such as buildings.

GNTW - Form 10-K - 2019 Page 5

Status of Products

TextPro Connect IQ

As of November 2016 TextPro Connect IQ is available for download on Globe Net’s website and customers are able to begin using the app immediately. Globe Net offers three distinct TextPro Connect IQ packages;

Startup $225 per month
5000 Text Messages
2500 Voice Messages
Unlimited Keywords

Business $465 per month
7500 Text Messages
5000 Voice Messages
Unlimited Keywords

Enterprise $945 per month
10000 Text Messages
10000 Voice Messages
Unlimited Keywords

Globe Net also offers add on packages for customers who require additional voice or text messages but are not ready to move to the next level of packages offered.

Swappit

At the date of this filing Swappit remains in development stage and is not available for download.

RISP

To date, Globe Net has not started any research or development on the RISP product.

Markets

Globe Net’s App incubator products will be worldwide and will only be limited by internet access prohibition exercised by certain countries (i.e. China, North Korea, Cuba and Miramar)

Beginning with and focusing on China and North America, Globe Net plans to offer for sale, once development is completed, its RISP products to residents and businesses located in under-serviced or non-serviced rural areas. Globe Net will target rural areas or installation communities with the potential for a minimum of 300 subscribers for its Internet packages and related services. When Globe Net has sufficient revenue and assets to expand, Globe Net plans to expand to other markets where residents and businesses require a rural internet service provider, which may include Europe and South America.

GNTW - Form 10-K - 2019 Page 6

Distribution Methods

Globe Net intends to advertise the availability of products and related service packages in the target markets through social media, word of mouth and online advertising campaigns. Distribution of Globe Nets Apps’ will be conducted directly to customers via the company website www.globenetwireless.io as well as the Google Play Store and the Apple App Store.

Globe Net intends to advertise the availability of the RISP products in the target markets through traditional print and radio media. Distribution of the RISP products will be conducted by an employee or consultant of Globe Net for both the transmitting end and the receiving end of the system.

Competitive Conditions

The app market is highly competitive and the percentage of companies that survive and prosper is small. App development companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, companies may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.

Globe Net’s app incubator business is extremely competitive and always changing. Within the app marketplace, there are an enormous number of corporations that are competing for online users, advertising dollars, sponsorship fees and many other unique opportunities for revenue. Many of these potential competitors are likely to enjoy substantial competitive advantages, including:

1. greater financial, technical and marketing resources that can be devoted to the development, promotion and sale of their services;
2. easier and more access to capital;
3. longer operating histories;
4. greater name recognition and established corporate identity;
5. larger user base; and
6. developed apps and websites.

Raw Materials / Equipment

The raw materials for the Globe Net app incubator business will include computers; GPS enabled Smartphone’s, open source software and labor to write software code.

GNTW - Form 10-K - 2019 Page 7

Globe Net will need the omni-directional antennae, servers, amplifiers and transmitters for transmitting its RISP signal as well as Yagi-Uda directional antennae, routers and a receiver to receive its RISP signal.

Principal Suppliers

Globe Net is not dependent on any single supplier for the app incubator business. However, Globe Net will depend on outside programmers and consultants to provide innovative solutions and programming expertise.

Globe Net currently has no principal suppliers for equipment or services for its RISP business. Globe Net needs to establish a supply chain for the required equipment and the raw materials for its RISP Business. Also, Globe Net will need to identify service providers within the rural installation communities to provide the required services to the subscribers.

Dependence on Customers

Currently, Globe Net is not and will not be dependent on one or a few major 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

Currently, Globe Net is in compliance with all business and operations licenses that are typically applicable to most commercial ventures. However, there can be no assurance that existing or new laws or regulations that may be adopted in various jurisdictions in the future will not impose additional fees and taxes on Globe Net and its business operations. Management is not aware of any such revisions to existing laws and regulations nor new laws or regulations that could have a negative impact on Globe Net’s business and add additional costs to Globe Net’s business operations.

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”.

GNTW - Form 10-K - 2019 Page 8

Item 1A: Risk Factors

Not applicable.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

Globe Net executive offices are located at 2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China

Globe Net currently has no interest in any property.

Item 3: Legal Proceedings

Globe net is not currently a party to any legal proceedings.

Item 4: Mine Safety Disclosures

Not applicable.

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Globe Net’s common shares have been quoted on the NASD OTC Bulletin Board under the symbol “GNTW” since October 30, 2014. The table below gives the high and low bid information for each fiscal quarter of trading for the last two fiscal years and for the interim period ended November 30, 2019. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

High & Low Bids
Period ended High Low Source
30 Nov 2019 $ 0.045 $ 0.0213 Pink OTC Markets Inc.
31 Aug 2019 $ 0.046 $ 0.032 Pink OTC Markets Inc.
31 May 2019 $ 0.053 $ 0.011 Pink OTC Markets Inc.
28 Feb 2019 $ 0.03 $ 0.0141 Pink OTC Markets Inc.
30 Nov 2018 $ 0.027 $ 0.02 Pink OTC Markets Inc.
28 Aug 2018 $ 0.06 $ 0.04 Pink OTC Markets Inc.
31 May 2018 $ 0.049 $ 0.021 Pink OTC Markets Inc.
28 Feb 2018 $ 0.050 $ 0.020 Pink OTC Markets Inc.
30 Nov 2017 $ 0.049 $ 0.020 Pink OTC Markets Inc.

GNTW - Form 10-K - 2019 Page 9

Holders of Globe Net’s Common Stock

As of November 30, 2019, Globe Net had 13 registered holders of its common stock.

Dividends

Globe Net has declared no dividends on its common shares, and is not subject to any restrictions that limit its ability to pay dividends on its common shares. Dividends are declared at the sole discretion of Globe Net’s Board of Directors.

Recent Sales of Unregistered Securities

There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K.

There are no outstanding options or warrants to purchase, or securities convertible into, shares of Globe Net’s common shares.

Item 6: Selected Financial Data

Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Globe Net’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report. Globe Net’s audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

Globe Net has not earned any revenue since its incorporation on September 4, 2009 to August 31, 2019. During the fiscal year ended August 31, 2019, Globe Net incurred net losses of $33,827 (2018: $37,269) consisting of $20,150 in general and administrative expenses (2018: $24,816), and $12,077 in interest expense (2018: $10,853).

GNTW - Form 10-K - 2019 Page 10

Globe Net has not attained profitable operations and is dependent upon obtaining financing to complete its proposed business plan. For these reasons Globe Net’s auditors believe that there is substantial doubt that Globe Net will be able to continue as a going concern.

Globe Net’s financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should Globe Net be unable to continue in operation.

Liquidity and Capital Resources

As of August 31, 2019, Globe Net’s current assets consisted of $714 in cash with total liabilities of $194,306, which consisted of convertible notes payable of $103,533, notes payable of $30,000, accounts payable of $6,725 and accrued liabilities of $54,048. Management expects Globe Net will require additional capital to meet its long-term operating requirements. Management expects to raise additional capital through, among other things, the sale of equity or debt securities .

Cash Flows from Operating Activities

Globe Net has not generated positive cash flows from operating activities. For the fiscal year ended August 31, 2019, net cash flows used in operating activities were ($11,385) consisting of our net loss for the period, adjusted for expensing prepaid expenses and payment of accounts payable and accrued liabilities.

Cash Flows from Financing Activities

Globe Net has financed its operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended August 31, 2019, net cash from financing activities was nil.

Plan of Operation

Globe Net’s plan of operation for the next 12 months is to:

1. advance the TextPro Connect IQ app customer base via social media and online awareness programs;
2. complete development and launch the Swappit app; and
3. identify and develop more business mobile app customers that will take advantage of the expanding API ecosystem economy.

GNTW - Form 10-K - 2019 Page 11

Phase 1 – Advance the TextPro Connect IQ App Customer Based Via Social Media and Online Awareness Programs

In Phase 1, Globe Net will use social media platforms, including, but not limited to, Twitter, Facebook, and YouTube in order to build brand awareness for TextPro Connect IQ and increase the number of downloads of the TextPro Connect IQ app. Globe Net plans to drive brand awareness and deliver our message to target audiences use Facebook postings and ad’s to bring attention to the TextPro Connect IQ app as well as establishing a page on YouTube containing how to videos giving users a concise way to begin using the app to drive customers to their business.

Globe Net has budgeted $15,000 for this phase and expects it to take three months to complete, with completion expected within the first three months of Globe Net’s plan of operation.

Phase 2 Complete Development and Launch the Swappit App.

In Phase 2, Globe Net plans to complete its development of the Swappit app.

The coding and programming involved in completing the Swappit app is estimated to require in excess of 200 hours. Globe Net has budgeted $15,000 for this phase and expects it to take 10 months to complete, with completion expected in the 4 th quarter of 2019.

Phase 3 – Identify and Develop More Business Mobile App Customers That Will Take Advantage of the Expanding API Ecosystem Economy

In Phase 3, Globe Net plans to develop in house three additional apps that will take advantage of the API ecosystem. The apps will be designed to assist small business clients to drive customers to their businesses and create marketing lists and allow instant contact to their customer bases with coupons, contests and special offers.

Globe Net has budgeted $50,000 for this phase and expects it to take 12 months to complete, with completion expected within the first twelve months of Globe Net’s plan of operation. Also, during this phase, Globe Net will continue to (a) develop its Swappit app, (b) advance the TextPro Connect IQ app customer base. Phase 3 will overlap and will be worked on simultaneously with Phases 1 and 2.

It is possible that actual costs for Phase 1, 2 and 3 will exceed Globe Net’s estimates. As well, Globe Net’s current cash on hand is not sufficient to meet its anticipated obligations for the next twelve-month period. Globe Net intends to raise additional funding either through the sale of its common stock to investors or through loans from its director. However, Globe Net does not have any current commitments in this regard. If Globe Net is unable to raise the required financing, it will be delayed in conducting its business plan.

GNTW - Form 10-K - 2019 Page 12

Accounting and Audit Plan

Globe Net intends to continue to have its outside consultant assist in the preparation of Globe Net’s quarterly and annual financial statements and have these financial statements reviewed or audited by Globe Net’s independent auditor. Globe Net’s outside consultant is expected to charge Globe Net approximately $700 to prepare Globe Net’s quarterly financial statements and approximately $2,000 to prepare Globe Net’s annual financial statements. Globe Net’s independent auditor is expected to charge approximately $1,000 to review each of Globe Net’s quarterly financial statements and approximately $7,500 to audit Globe Net’s annual financial statements. In the next twelve months, Globe Net anticipates spending approximately $12,000 to pay for its accounting and audit requirements.

Off-Balance Sheet Arrangements

As of the date of this annual report, Globe Net does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Material Commitments for Capital Expenditures

Globe Net had no contingencies or long-term commitments at August 31, 2019.

Tabular Disclosure of Contractual Obligations

Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Going Concern

The independent auditors’ report accompanying Globe Net’s August, 2019 and 2018 financial statements contain an explanatory paragraph expressing substantial doubt about Globe Net’s ability to continue as a going concern. The financial statements have been prepared assuming that Globe Net will continue as a going concern, which contemplates that it will realize its assets and satisfy its liabilities and commitments in the ordinary course of business.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

GNTW - Form 10-K - 2019 Page 13

Item 8: Financial Statements and Supplementary Data

GLOBE NET WIRELESS CORP.

Financial Statements

August 31, 2019

Stated in US Dollars

PAGES
BALANCE SHEETS F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS’ DEFICIT F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6 – F-12

GNTW - Form 10-K - 2019 Page 14

K. R. MARGETSON LTD. Chartered Professional Accountant
#210, 905 West Pender Street Tel: 604.641.4450
Vancouver BC V6C 1L6 Fax: 1.855.603.3228
Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Director of

Globe Net Wireless Corp.:

Opinion on the financial statements

I have audited the accompanying balance sheets of Globe Net Wireless Corp. as of August 31, 2019 and 2018 and the related statements of operations, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred to as the “financial statements’). In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2019 and 2018 and the results of its operations and its cash flows for each of the two years in the period ended August 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits. My company is a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and is required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

I conducted my audits in accordance with the standards of the PCAOB. Those standards require that I plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. My audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ K. R. Margetson Ltd.

I have served as the Company’s auditor since 2010

Vancouver, Canada

December 12, 2019

GNTW - Form 10-K - 2019

Page F- 1

GLOBE NET WIRELESS CORP.

BALANCE SHEETS

August 31, August 31,
2019 2018
ASSETS
CURRENT ASSETS
Cash $ 714 $ 8,248
Prepaid expenses 1,287 2,269
2,001 10,517
Intangible Assets, Net – Note 4 907 4,322
Total Assets $ 2,908 $ 14,839
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 6,725 $ 1,106
Accrued Liabilities 54,048 42,871
Notes Payable – Note 5 30,000 30,000
Convertible Note Payable – Note 6 103,533 98,833
Total Liabilities 194,306 172,410
STOCKHOLDERS’ DEFICIT
Common Stock - Note 7 Par Value:$0.001 Authorized 200,000,000 shares Issued 10,800,000 shares 10,800 10,800
Additional Paid in Capital 92,106 92,106
Deficit Accumulated (294,304 ) (260,477 )
Total Stockholders’ Deficit (191,398 ) (157,571 )
Total Liabilities and Stockholders’ Deficit $ 2.908 $ 14,839

Going concern – Note 2

GNTW - Form 10-K - 2019 Page F- 2

GLOBE NET WIRELESS CORP.

STATEMENTS OF OPERATIONS

For the years ended August 31, 2019 and 2018

For the For the
year ended year ended
August 31, August 31,
2019 2018
EXPENSES
General and administrative expenses $ 20,150 $ 24,816
Operating loss before interest (20,150 ) (24,816 )
Interest (12,077 ) (10,853 )
Amortized interest (1,600 ) (1,600 )
Net loss and comprehensive loss $ (33,827 ) $ (37,269 )
Loss per share of common stock
- Basic and diluted $ (0.003 ) $ (0.004 )
Weighted average shares of common stock
- Basic and diluted 10,800,000 10,800,000

GNTW - Form 10-K - 2019 Page F- 3

GLOBE NET WIRELESS CORP.

STATEMENT OF SHAREHOLDERS’ DEFICIT

For the Years Ended August 31, 2019 and August 31, 2018

Additional
Common stock Paid-in Deficit
Shares Amount Capital Accumulated Total
Balance, August 31, 2018 10,800,000 $ 10,800 $ 92,106 $ (260,477 ) $ (157,571 )
Net loss and comprehensive loss - - - (33,827 ) (33,827 )
Balance, August 31, 2019 10,800,000 $ 10,800 $ 92,106 $ (294,304 ) $ (191,398 )

Additional
Common stock Paid-in Deficit
Shares Amount Capital Accumulated Total
Balance, August 31, 2017 10,800,000 $ 10,800 $ 92,106 $ (223,208 ) $ (120,302 )
Net loss and comprehensive loss - - - (37,269 ) (37,269 )
Balance, August 31, 2018 10,800,000 $ 10,800 $ 92,106 $ (260,477 ) $ (157,571 )

GNTW - Form 10-K - 2019 Page F- 4

GLOBE NET WIRELESS CORP.

STATEMENTS OF CASH FLOWS

For the years ended August 31, 2019 and 2018

For the For the
year ended year ended
August 31, August 31,
2019 2018
Cash Flows from (used in) Operating Activities
Net Loss $ (33,827 ) $ (37,269 )
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Amortization 3,416 3,416
Interest on notes and convertible notes payable 12,077 10,853
Accretion on convertible notes payable 1,600 1,600
Increase (Decrease) in operating assets and liabilities
Prepaid expense 982 (1,519 )
Accounts payable 5,575 (1,582 )
Accrued liabilities (1,208 ) 850
Net Cash used in Operating Activities (11,385 ) (25,351 )
Cash Flows from (used in) Financing Activities
Convertible note payables 3,500 25,000
Net Cash provided by Financing Activities 3,500 25,000

Cash Flows used in Investment Activities

- -
Net Cash used in Investment Activities - -
Increase (Decrease) in Cash (7,885 ) (351 )
Cash at Beginning of Year 8,599 8,599
Cash at End of Year $ 714 $ 8,248
Supplemental cash flow information
Interest paid $ - $ -
Taxes paid $ - $ -

GNTW - Form 10-K - 2019 Page F- 5

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

1. Organization and nature of operations

Globe Net Wireless Corp. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009. The Company is in its early development stage since its formation and has realized limited revenues from its planned operations. The Company is engaged in the development of a telecommunication business to provide internet and related services to both consumers and businesses currently in under serviced or unserviced areas at real broadband speeds through the proprietary wireless technology it acquired. The Company is also engaged in the development of the TextPro Connect app and the BizPro app. These are utility services apps specifically designed for the mobile business market.

The Company has chosen an August 31 year-end.

2. Basis of Presentation - Going Concern Uncertainties

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit.

The Company has accumulated a deficit of $294,304 since inception September 4, 2009, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

3. Summary of significant accounting policies

Basis of presentation

The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.

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 revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

GNTW - Form 10-K - 2019 Page F- 6

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

Concentration of credit risk

The Company places its cash with a high credit quality financial institution. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.

Income Taxes

The Company follows the guideline under ASC Topic 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements.

Comprehensive income

The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except that resulting from investments by owners and distributions to owners.

For the period ended August 31, 2019, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASC 220.

Foreign currency translations

The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

Financial instruments

The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, notes payable and convertible notes payable. All notes are payable on demand. The carrying values of these instruments approximate fair value because of their short-term nature. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

GNTW - Form 10-K - 2019 Page F- 7

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

Loss per share

The Company reports basic loss per share in accordance with ASC Topic 260 “Earnings Per Share” (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. There are no potentially dilutive securities outstanding and therefore, diluted earnings per share on not presented. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.

Fair value measurements

The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

ASC Topic 820, in and of itself, does not require any fair value measurements. As at August 31, 2019, the Company did not have assets or liabilities subject to fair value measurement.

Intangible assets

Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

Amortization is based on estimated useful life on a straight-line basis and will start when the software is ready for use.

GNTW - Form 10-K - 2019 Page F- 8

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

Convertible debt

The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), There is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount. If there is no BCF, the conversion feature is determined by the intrinsic value of that feature and recording it as an addition to paid in capital. The difference between the proceeds and the conversion feature is then recorded as a liability and is accreted using the effective interest rate.

Recently issued accounting pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. There are no pronouncements adopted that has a material effect of the accompanying financial statements, nor does management believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements.

4. Intangibles Assets

Intangible assets represent costs paid to third parties for the development of utility software applications (“apps”). The assets are amortized over 3 years on a straight-line basis.

August 31, 2019 August 31, 2018
Accumulated Accumulated
Item Cost Amortization Net Costs Amortization Net
Text Pro App $ 8,333 $ 7,638 $ 694 $ 8,333 $ 4,861 $ 3,472
Biz Pro App 1,913 1,701 213 1,913 1,063 850
Total $ 10,246 $ 9,339 $ 907 $ 10,246 $ 5,924 $ 4,322

5. Notes Payable

There are four notes payable that are unsecured, bear interest at 8% per annum and are due on demand. Interest has not been paid and is classified with accrued liabilities for financial statement purposes. The principal and interest owing as of August 31, 2019:

August 31, 2019 August 31, 2018
Date of Issue Principal Interest Principal Interest
September 16, 2011 $ 5,000 $ 3,185 $ 5,000 $ 2,785
October 4, 2011 5,000 3,165 5,000 2,765
November 4, 2011 10,000 6,262 5,000 5,462
December 3, 2012 10,000 5,396 10,000 4,596
$ 30,000 $ 18,008 $ 30,000 $ 15,608

GNTW - Form 10-K - 2019 Page F- 9

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

6. Convertible Note Payable

Five convertible notes payable are unsecured, bearing interest at 8% per annum, due on demand, and convertible into shares at the lenders’ option at a conversion price of $0.005 per share. Interest has not been paid and is classified with accrued liabilities for financial statement purposes.

There was no value assigned to the conversion feature of these notes as the shares that would have been issued on conversion would not have been readily convertible into cash. The principal and interest owing as at August 31, 2019 is as follows:

August 31, 2019 August 31, 2018
Date of Issue Principal Interest Principal Interest
May 17, 2013 $ 10,000 $ 5,034 $ 10,000 $ 4,234
September 11, 2015 10,000 3,178 10,000 2,378
November 12, 2015 5,000 1,521 5,000 1,121
November 13, 2015 5,000 1,520 5,000 1,120
April 11, 2016 500 136 500 96
$ 30,500 $ 11,389 $ 30,500 $ 8,949

Two convertible notes payable bear interest at 8% per annum, are due on demand, and convertible at a conversion price of $0.5625 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.

One note for $20,000 was issued for which no value was assigned to the conversion feature as the shares that would have been issued on conversion would not have been readily convertible into cash.

August 31, 2019 August 31, 2018
Date of Issue Principal Interest Principal Interest
July 11, 2016 $ 20,000 $ 5,024 $ 20,000 $ 3,424

The other note for $20,000 was issued on October 31, 2016, when the market price per share was $1.48. The conversion feature was valued at $20,000. $1,600 was accreted and charged to interest during the twelve months ended August 31, 2019 ($1,600 for the year ended August 31, 2018). At August 31, 2019, the unamortized discount was $15,467 (August 31, 2018 - $17,067).

August 31, 2019 August 31, 2018
Principal Interest Principal Interest
Proceeds on issue $ 20,000 - $ 20,000 -
Value assigned to conversion feature 20,000 - 20,000 -
Value of convertible note payable at issuance - - - -
Accretion charges $ 4,533 - $ 2,933 -
Interest - $ 4,533 - $ 2,933
Balance, convertible note payable, end of period $ 4,533 $ 4,533 $ 2,933 $ 2,933

GNTW - Form 10-K - 2019 Page F- 10

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

One convertible note payable bears interest at 10% per annum, is due on demand and convertible at a conversion price of $0.10 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.

There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.

August 31, 2019 August 31, 2018
Date of Issue Principal Interest Principal Interest
April 17, 2017 $ 20,000 $ 4,745 $ 20,000 $ 2,745

One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.02 per share at the lender’s option. There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.

August 31, 2019 August 31, 2018
Date of Issue Principal Interest Principal Interest
April 04, 2018 $ 25,000 $ 2,813 $ 25,000 $ 813

One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.035 per share at the lender’s option. There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.

Aug 31, 2019
Date of Issue Principal Interest
July 29, 2019 $ 3,500 $ 37

A summary of the value assigned to the convertible debt and accrued interest thereon is as follows:

Conversion price of August 31, 2019 August 31, 2018
notes into shares Convertible debt Interest Convertible debt Interest
$ 0.005 $ 30,500 $ 11,389 $ 30,500 $ 8,949
$ 0.5625 24,533 9,556 22,933 6,357
$ 0.10 20,000 4,745 20,000 2,745
$ 0.02 25,000 2,813 25,000 813
$ 0.035 3,500 37
$ 103,533 $ 28,540 $ 98,833 $ 18,864

7. Common stock

On September 14, 2009, the Company issued 2,000,000 shares of common stock at $0.001 per share for cash proceeds of $2,000.

On January 26, 2010, the Company issued 7,200,000 shares of common stock at $.002 per share for cash proceeds of $15,000.

GNTW - Form 10-K - 2019 Page F- 11

GLOBE NET WIRELESS CORP.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

On September 7, 2013, the Company issued 700,000 shares of common stock at $.05 per share for cash proceeds of $35,000.

On November 8, 2013, the Company issued 600,000 shares of common stock at $.05 per share for cash proceeds of $30,000.

There were no warrants or stock options outstanding as of August 31, 2019 or August 31, 2018.

8. Income Tax

Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows:

For the year Ended
August 31, 2019 August 31, 2018
Net loss for the period $ (33,827 ) $ (37,269 )
Statutory and effective tax rate 21 % 25.7 %
Income tax expense (recovery) at the effective rate $ (7,100 ) $ (9,600 )
Change in statutory rates and other 12,300 32,800
Permanent differences 300 400
Change in unrecognized deductible temporary differences (5,500 ) (23,600 )
Income tax recovery $ - $ -

As at August 31, 2018, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.

Tax attributes: August 31, 2019 August 31, 2018
Deferred income tax assets $ 61,500 $ 67,000
Valuation allowance (61,500 ) (67,000 )
Deferred tax asset $ - $ -

The Company has accumulated non-capital income tax losses of $292,971. Under normal circumstances $260,744 of the losses will expire in the years 2032 to 2038. The balance of $32,227 has no expiry date.

The US Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017 and reduced the US federal corporate tax rate from 35% to 21% effective January 1, 2018.

9. Subsequent Events

Subsequent to August 31, 2019, the Company entered into a $25,000 promissory note whereby the Principal, in whole or portion thereof, may be convertible to capital stock of the Company at $0.024 for each one share of the Company’s common stock. The note is due on demand and bears an interest rate of 8% per annum.

GNTW - Form 10-K - 2019 Page F- 12

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Since inception on September 4, 2009, there were no disagreements with Globe Net’s principal accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure. In addition, there were no reportable events as described in Item 304 of Regulation S-K that occurred within Globe Net’s two most recent fiscal years and the subsequent interim periods. Globe Net’s Independent Registered Public Accounting Firm since January 2011 has been K. R. Margetson Ltd., Chartered Professional Accountant, of Vancouver, British Columbia, Canada.

Item 9A(T): Controls and Procedures

A. Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, Globe Net’s principal executive officer and principal financial officer evaluated its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the period covered by this annual report as of its fiscal year end, August 31, 2019. Based on this evaluation, this officer concluded that as of the end of the period, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by Globe Net in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to management, including Globe Net’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2019. Based on that evaluation, management concluded that Globe Net’s disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that Globe Net files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in Globe Net’s internal control over financial reporting during the fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

GNTW - Form 10-K - 2019 Page 15

B. Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over Globe Net’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Globe Net’s system of internal control over financial reporting is designed 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.

Based on Globe Net’s evaluation, its Chief Executive Officer and Chief Financial Officer concluded that Globe Net’s internal controls over financial reporting were not effective as of August 31, 2019 and were subject to material weaknesses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses in Globe Net’s internal control over financial reporting using the criteria established in the COSO:

1. Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and

2. Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

3. Lack of segregation of duties consistent with control objectives.

4. Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and applications of US GAAP and SEC disclosure requirements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of Globe Net’s independent registered public accounting firm regarding internal control over financial reporting. Globe Net’s internal control over financial reporting was not subject to attestation by Globe Net’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit Globe Net to provide only management’s report in this annual report.

GNTW - Form 10-K - 2019 Page 16

C. Changes in Internal Control over Financial Reporting.

During the fiscal year ended August 31, 2019, Globe Net’s internal control over financial reporting was not subject to changes.

Item 9B: Other Information

None.

PART III

ITEM 10. Directors, Executive Officers, and Corporate Governance

(a) Directors, Executive Officers, Promoters and Control Persons

The name, address and position of our present officers and directors are set forth below:

Name Position(s)
Gustavo Americo Folcarelli

Age: 52

President, Chief Executive Officer, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer,and member of the Board of Directors.

Biographical Information and Background of Officer and Director

Gustavo Americo Folcarelli (52 years old) has been the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net since August 2016. Mr. Folcarelli holds a Bachelor of Commerce (Honors) degree from Ryerson University. Mr. Folcarelli has worked as a senior manager for several companies including Toshiba and Harry Rosen, where he was involved with the development and implementation of sales and marketing programs. Mr. Folcarelli was a founding partner in an Italian designer clothing outlet called Le Firme Inc. which expanded from one physical location to five as well as a developing a successful online store. From 2005 to present, Mr. Folcarelli has operated a private company, Current Real Estate Management and Development, in Priverno, Latina, Italy, which develops real estate properties in Italy. Mr. Folcarelli is responsible for changing the designation of use of the properties from non-commercial/agricultural to multi-use dwelling designation, presenting building plans and obtaining permits to build, then develop and the properties and manage and sell the built units.

(b) Identify Significant Employees

Globe Net has no significant employees other than Mr. Folcarelli who is Globe Net’s sole director and officer. Mr. Folcarelli has devoted and will continue to devote approximately 10 hours per week or 10% of his working time to Globe Net’s business.

GNTW - Form 10-K - 2019 Page 17

(c) Family Relationships

There are no family relationships among the directors, executive officers or persons nominated or chosen by Globe Spa to become directors or executive officers.

(d) Involvement in Certain Legal Proceedings

During the past 10 years, no of the director, officer, or promoter of Globe Net has been:

a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;
found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
any Federal or State securities or commodities law or regulation; or

GNTW - Form 10-K - 2019 Page 18

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

(e) Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Security Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of Globe Net to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the Company (Form 4 and Form 5) and to provide copies of all such Forms as filed to Globe Net. Based solely on Globe Net’s review of the copies of these forms received by it or representations from certain reporting persons, management believes that SEC beneficial ownership reporting requirements for fiscal 2019 were met, with the exception of the following: (1) Ku Wai Li failed to file a Form 3 – Initial Statement of Beneficial Ownership of Securities, a Form 4 – Change of Beneficial Ownership of Securities, and a Form 5 - Annual Statement of Changes in Beneficial Ownership of Securities; (2) Gustavo Americo Folcarelli failed to file a Form 3 – Initial Statement of Beneficial Ownership of Securities, a Form 4 – Change of Beneficial Ownership of Securities, a Form 5 - Annual Statement of Changes in Beneficial Ownership of Securities, and a Schedule 13D.

(f) Nomination Procedure for Directors

Globe Net does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Globe Net has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.

(g) Audit Committee Financial Expert

Globe Net has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Globe Net’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. Globe Net’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of Globe Net and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

GNTW - Form 10-K - 2019 Page 19

(h) Identification of Audit Committee

Globe Net does not have a separately-designated standing audit committee. Rather, Globe Net’s entire board of directors perform the required functions of an audit committee. Currently, Gustavo Americo Folcarelli is the only member of Globe Net’s audit committee, but he does not meet Globe Net’s independent requirements for an audit committee member. See “Item 13. (c) Director independence” below for more information on independence.

Globe Net’s audit committee is responsible for: (1) selection and oversight of Globe Net’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by Globe Net’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.

As of August 31, 2019, Globe Net did not have a written audit committee charter or similar document.

(i) Code of Ethics

Globe Net has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code of Ethics for more information. Globe Net undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact Globe Net at (253)252-8637 to request a copy of Globe Net’s financial code of ethics. Management believes Globe Net’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three completed fiscal years ending for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

Globe Net has paid no compensation to its named executive officers during its fiscal year ended August 31, 2019.

GNTW - Form 10-K - 2019 Page 20

Summary compensation table

Name and principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock Awards
($)
(e)
Option Awards
($)
(f)
Non-Equity Incentive Plan
($)
(g)
Non-qualified Deferred Compen-
sation Earnings ($)
(h)
All other compen-sation
($)
(i)
Total
($)
(j)

Gustavo Americo

Folcarelli

President, CEO,

and CFO

August 2016 - present

2017
2018
2019
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to Globe Net’s named executive officers.

There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of Globe Net’s officers and directors.

Compensation of Directors

Globe Net’s sole director is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. Globe Net has no director’s service contracts.

Globe Net does not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in control.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a Security Ownership of Certain Beneficial Owners (more than 5%)

(1)

Title of Class

(2)

Name and Address of Beneficial

Owner

(3)

Amount and Nature of

Beneficial Owner [1]

(4)

Percent

of Class [2]

common shares

Gustavo Americo Folcarelli

2302-3 Pacific Plaza

410 Des Voeux Road West

Hong Kong, China

2,000,000 18.5 %

[1] The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.

[2] Based on 10,800,000 common shares issued and outstanding as of November 30, 2019.

GNTW - Form 10-K - 2019 Page 21

(b) Security Ownership of Management

(1)

Title of Class

(2)

Name and Addressof Beneficial

Owner

(3)

Amount and Nature of Beneficial Owner

(4)

Percent

of Class [1]

common shares

Gustavo Americo Folcarelli

2302-3 Pacific Plaza

410 Des Voeux Road West

Hong Kong, China

2,000,000 18.5 %
common shares Directors and Executive Officers
(as a group)
2,000,000 18.5 %

[1] Based on 10,800,000 common shares issued and outstanding as of November 30, 2019.

Each person listed above has full voting and investment power with respect to the common shares indicated. Under the rules of the SEC, a person (or a group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase Globe Net’s common shares.

(c) Changes in Control

Management is not aware of any arrangement that may result in a change in control of Globe Net.

GNTW - Form 10-K - 2019 Page 22

Item 13: Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
* Our promoter Gustavo Americo Folcarelli;
* Any relative or spouse of any of the foregoing persons who has the same house as such person;
* Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock

(c) Director independence

Globe Net’s board of directors currently solely consists of Gustavo Americo Folcarelli. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Globe Net’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of Globe Net or any other individual having a relationship which, in the opinion of Globe Net’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Globe Net in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of Globe Net’s stock will not preclude a director from being independent.

In applying this definition, Globe Net’s board of directors has determined that Mr. Folcarelli does not qualify as an “independent director” pursuant to the same rule.

As of the date of the report, Globe Net did not maintain a separately designated compensation or nominating committee.

Globe Net has also adopted this definition for the independence of the members of its audit committee. Gustavo Americo Folcarelli is the sole member of Globe Net’s audit committee as a result of being the sole director. Globe Net’s board of directors has determined that Mr. Folcarelli is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.

Item 14: Principal Accountant Fees and Services

Audit Fees

For the years ended August 31, 2019 and 2018, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for professional services rendered for the audit of our annual consolidated financial statements were:

2019 $ 5,200
2018 $ 5,200

GNTW - Form 10-K - 2019 Page 23

Audit Related Fees

For the years ended August 31, 2019 and 2018, the aggregate fees billed for assurance and related services by KR Margetson Ltd., Chartered Accountants relating to the performance of the audit of our financial statements which are not reported under the caption “Audit Fees” above, was:

2019 $ 3,500
2018 $ 3,500

Tax Fees

For the years ended August 31, 2019 and 2018, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for other non-audit professional services, other than those services listed above, totaled:

2019 Nil
2018 Nil

All Other Fees

For the years ended August 31, 2019 and 2018, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for other non-audit professional services, other than those services listed above, totaled:

2019 Nil
2018 Nil

The audit related fees consist of KR Margetson Ltd., Chartered Professional Accountant’s review of our reviews of our interim unaudited financial statements.

We do not use KR Margetson Ltd., Chartered Professional Accountant for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage KR Margetson Ltd., Chartered Professional Accountant to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before KR Margetson Ltd., Chartered Professional Accountant is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our board of directors who are capable of analyzing and evaluating financial information; or
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.

GNTW - Form 10-K - 2019 Page 24

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Item 15. Exhibits, Financial Statement Schedules.

1. Financial Statements
Financial statements of Globe Net Incorporated have been included in Item 8 above.
2. Financial Statement Schedules
All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.
3. Exhibits
All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Globe Net’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-172172.

Exhibit Description Status
3.1 Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Globe Net’s registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed
3.2 By-Laws, filed as an exhibit to Globe Net’s registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed
14 Code of Ethics, filed as an exhibit to Globe Net’s 2010 registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed
31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Included
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Included
101 * Financial statements from the annual report on Form 10-K of Globe Net for the fiscal year ended August 31, 2019, formatted in XBRL: (i) the Audited Balance Sheets, (ii) the Audited Statements of Operations; (iii) the Audited Statements of Stockholders’ Deficit and Comprehensive Income, and (iv) the Audited Statements of Cash Flows.

* In accordance with Rule 402 of Regulation S-T, the XBRL (“Extensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

GNTW - Form 10-K - 2019 Page 25

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant Globe Net Wireless Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.

Globe Net Wireless Corp.
Dated: December 13, 2019 By: /s/ Gustavo Americo Folcarelli
Gustavo Americo Folcarelli, President, Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Globe Net Wireless Corp. and in the capacities and on the dates indicated have signed this report below.

Signature Title Date

/s/ Gustavo Americo Folcarelli

President, Chief Executive Officer,

Principal Executive Officer, Treasurer,

Corporate Secretary,

Chief Financial Officer,

Principal Financial Officer, and

Principal Accounting Officer

Member of the Board of Directors

December 13, 2019
Gustavo Americo Folcarelli

GNTW - Form 10-K - 2019 Page 26

TABLE OF CONTENTS
Part IItem 1: Description Of BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataItem Cost Amortization Net Costs Amortization NetItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9a(t): Controls and ProceduresItem 9B: Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related TransactionsItem 14: Principal Accountant Fees and ServicesItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.1 Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Globe Nets registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed 3.2 By-Laws, filed as an exhibit to Globe Nets registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed 14 Code of Ethics, filed as an exhibit to Globe Nets 2010 registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference. Filed 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Included 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Included