UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)

ý

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2002



 ̈

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________



Commission file number:  333-69414



GLOBAL-TECH CAPITAL CORP.

(Exact name of small business issuer as specified in its charter)



|Nevada                                                         | 98-0191489                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



P.O. Box 84037, Burnaby, British Columbia, V5A 4T9, Canada

(Address of principal executive offices)



(604) 889-1111

(Issuers telephone number)



n/a

(Former name, former address and former fiscal year, if changed since last report)



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes [__]  No [__]



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:



|12,151,400 shares of common stock outstanding as of January 23, 2002 | 
|-------------------------------------------------------------------- | 
|                                                                     | 
|                                                                     | 



Transitional Small Business Disclosure Format (Check One):  Yes[__]  No [X]

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GLOBAL-TECH CAPITAL CORP.



FORM 10-QSB





INDEX





Page



PART I

FINANCIAL INFORMATION

3



Item 1.

Financial Statements

Report of Public Accountants

3

Balance Sheet

4

Statement of Operations

5

Statements of Changes in Shareholders Equity

6

Statement of Cash Flows

7

Notes to Financial Statements

8



Item 2.

Managements Discussion and Analysis or Plan of Operation

11



PART II

OTHER INFORMATION

13



Item 1.

Legal Proceedings

13

Item 2.

Changes in Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Submission of Matters to a Vote of Security Holders

13

Item 5.

Other Information

13

Item 6.

Exhibits and Reports on Form 8-K

13



SIGNATURE PAGE

14

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PART I  FINANCIAL INFORMATION



Item 1.

Financial Statements.







REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To The Board of Directors Global-Tech Capital Corp.:



We have reviewed the accompanying balance sheets of the Global-Tech Capital Corp. (a Nevada corporation in the Exploration stage) as of December 31, 2002 and December 31, 2001, and the related statements of operations, changes in shareholders equity and cash flows for the periods from July 21, 1998 (Date of Inception) through December 31, 2002, October 1 through December 31, 2001 and 2002 and July 1, through December 31, 2001 and 2002, in accordance with standards established by the American Institute of Certified Public Accountants.  All information included in these financial statements is the representation of the Companys management.



A review consists principally of inquiries of company personnel and analytical procedures applied to financial data.  It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



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



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note #1 to the financial statements, the Company has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are described in Note #1.  The financial statements do not include any adjustments that might result from the outcome for this uncertainty.









Staten Island, New York

February 1, 2003.





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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



Balance Sheet



|Assets
|------
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      

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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



Statement of Operations

|                                              |                    |                  | From Inception    
|--------------------------------------------- | ------------------ | ---------------- | ------------------
|                                              | Three Months Ended | Six Months Ended | July 21, 1998 to  
|                                              | December 31,       | December 31,     | December 31,      
|                                              | 2002               | 2001             | 2002              
|Income:                                       |                    |                  |                   
|Unrealized Gain/(Loss) on     Investments     | $            (148) | $         6,639  | $            (748)
|Realized Gain/(Loss) on Investments           | -                  | (8,519)          | -                 
|Interest                                      | -                  | -                | -                 
|Total Income                                  | 148                | (1,880)          | (748)             
|                                              |                    |                  |                   
|Expenses:                                     |                    |                  |                   
|Option Contract                               | -                  | -                | -                 
|Exploration Expenses                          | -                  | -                | 6,178             
|Office                                        | 859                | 230              | 1,348             
|Legal & Professional                          | 1,595              | 6,575            | 31,125            
|Rent                                          | 2,500              |                  | 2,500             
|Bank Charges                                  | 68                 | 20               | 196               
|Taxes & State Fees                            | -                  | -                | 760               
|Total Expenses                                | 5,022              | 6,825            | 42,107            
|                                              |                    |                  |                   
|Loss Accumulated During The Exploration Stage | $         (5,170)  | $        (8,705) | $       (42,855)  
|                                              |                    |                  |                   
|Loss per Common Share                         | $         (.0004)  | $        (.0009) | $         (.0035) 
|Weighted Average of Common Shares Outstanding | 12,151,400         | 10,151,400       | 12,151,400        

See Accompanying Notes to Financial Statements

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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



Statement of Changes in Shareholders Equity





|                                                 | Common Stock |           | Loss Accumulated           |                             
|------------------------------------------------ | ------------ | --------- | -------------------------- | ----------------------------
|                                                 | Shares       | Par Value | Additional
Paid In
Capital | During the
Exploration Stage
|                                                 |              |           |                            |                             
|Balance, June 30, 2002                           | 12,151,400   | $ 12,151  | $  176,349                 | $  (127,415)                
|                                                 |              |           |                            |                             
|For the period July 1, 2002 To December 31, 2002 |              |           |                            |                             
|                                                 |              |           |                            |                             
|Loss Accumulated During the Exploration Stage    |              |           |                            | (42,855)                    
|                                                 |              |           |                            |                             
|Balance, December 31, 2002                       | 12,151,400   | $ 12,151  | $  176,349                 | $ (170,270)                 
|                                                 |              |           |                            |                             
|                                                





































See Accompanying Notes to Financial Statements



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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



Statement of Cash Flows



|                                                  |                    |                  | From Inception                                
|------------------------------------------------- | ------------------ | ---------------- | ----------------------------------------------
|                                                  | Three Months Ended | Six Months Ended | July 21, 1998 to                              
|                                                  | December 31,       | December 31,     | December 31,                                  
|                                                  | 2002               | 2001             | 2002                                          
|                                                  |                    |                  |                                               
|                                                  |                    |                  |                                               
|Cash Flows From Operating Activities:             |                    |                  |                                               
|                                                  |                    |                  |                                               
|Loss Accumulated During the Exploration Stage     | $    (5,170)       | $   (8,705)      | $   (42,855)                                  
|Net (Increase) Decrease in Investment in Equities | 148                | 3,850            | (748)                                         
|Net (Increase) Decrease in Loan Receivable        | 10,000             |                  |                                               
|Net (Increase) Decrease in Interest Receivable    | 117                |                  |                                               
|Net (Increase) Decrease in Accounts Payable       | (5,300)            |                  |                                               
|                                                  |                    |                  |                                               
|Net Cash Used in Operating Activities             | (205)              | (4,855)          | (42,107)                                      
|                                                  |                    |                  |                                               
|Cash Flow From Financing Activities:              |                    |                  |                                               
|Proceeds from issuance of common stock            | -                  | -                | -                                             
|                                                  |                    |                  |                                               
|Net Cash Provided By Financing Activities         | -                  | -                | -                                             
|                                                  |                    |                  |                                               
|Net Increase in Cash:                             | (205)              | (4,855)          | (42,107)                                      
|                                                  |                    |                  |                                               
|Cash, beginning of period                         | 18,433             | 7,548            | 60,335                                        
|Cash, end of period                               | $   18,228         | $    2,693       | $     18,228                                  
|                                                  |                    |                  |                                               
|                                                  |                    |                  | See Accompanying Notes to Financial Statements



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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS





NOTE 1. COMPANY INFORMATION



Global-Tech Capital Corp., (The Company) was organized July 21, 1998, under the laws of the State of Nevada, as Global-Tech Capital Corp.  The Company is currently in the exploration stage.  Management has elected a June 30 year-end for the Company.  The Company will be in the exploration stage until it raises the required capital and begins the development of the property.



The Company is an exploration stage company engaged in the location, acquisition and, if warranted, exploration of a mineral resource property.  The Company will require additional funds through the sale of equity or debt securities, other borrowings or possibly a joint venture to further explore any property.

.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash & Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments, with a maturity of three months or less.



Basis of Financial Statements

These financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles.



Income Taxes

Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No.109, Accounting for Income Taxes.  Under this method, deferred income taxes are determined based on differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, and are measured based on enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. No provision for income taxes is included in the statement due to its immaterial amount



Utilization 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.  Actual results could differ from those estimates.



Net Income Per Common Share

Net income per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive.



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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOTE 3.  CAPITAL STOCK



The Company issued 2,000,000 shares at $.05 per share.  The shares were sold through the President and Directors of the Company and no compensation was paid to any person for the offer and sale of the shares.



The Companys Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock. The Companys Board of Directors has the power to issue any or all of the authorized but unissued common stock without stockholder approval. To the extent that additional shares of common stock are issued, dilution to the interest of the Companys stockholders participating in the Offering will occur.



There are presently outstanding 12,151,400 shares of the Companys Common Stock.  10,151,400 shares were sold for relatively nominal consideration.  In contrast, the purchasers of the 2,000,000 shares are providing the Company with $100,000 of funding.  Purchasers of the shares will represent 16% of all Shares outstanding, although they have provided the major portion of the Companys funding to date. The purchasers of the shares hereby would have no effective voice in the Companys management and the Company would be controlled by the orignal stockholders.



Upon any liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to receive pro rata all of the assets of the Company available for distribution to holders of shares of the Companys Common Stock.  Moreover, in the event such a liquidation were to occur all stockholders of the Company including those owning shares purchased privately at less than the public offering price, will receive the liquidated assets on a pro-rata basis (as opposed to being based on the amounts paid for such shares).



NOTE 4.  INCOME TAXES



The Company has available at December 31, 2002 and 2001, $170,270 and $85,657 respectively of unused operating loss carry forwards that may be applied against future taxable income and expire in various years beginning 2019.



NOTE 5.  OPTION CONTRACT



The Company purchased an option to acquire a 100% interest in a mineral claim, located in the Omineca Mining Division of the Province of British Columbia, exercisable by the Company.  The option required an execution payment of $3,268 and a subsequent payment of $3,268 five business days after the receipt by the Company of written confirmation from the U.S. Securities and Exchange Commission that the Companys registration statement under the Securities Act of 1933 has become effective.  Thereafter, the option renews annually at the discretion of the Company requiring annual payments and minimum expenditures by the Company.



Since a determination of the existence of a commercially viable mineral deposit has not been made, the amounts paid for the option have been expensed in the period paid.

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Global -Tech Capital Corp., Inc.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



Based on the results of the Companys preliminary exploration program, no further exploration of this property is expected and the Company does not option expect to renew the option contract.



NOTE 6.  INVESTMENTS



The Companys securities investments that are bought and held principally for the purpose of selling them in the near term are classified as trading securities.  Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings.  For the three months ended December 31, 2002 the Companys Investments in equities decreased from $150 to $2, due to an unrealized loss in the current period of $148.







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Item 2.

Managements Discussion and Analysis or Plan of Operation.



The following discussion of our plan of operation, financial condition and results of operations should be read in conjunction with the Financial Statements and Notes to those financial statements for the six months ended December 31, 2002.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors including, but not limited to, those discussed in this Quarterly Report.



PLAN OF OPERATION



We formerly had the right to acquire an interest in a mineral exploration property known as the French Claim Property.  In October 2002 we elected not to proceed with the acquisition of the French Claim Property.



We have not had revenues from operations since our inception and have no regular cash flow.  We are, thus, dependent on raising funds through the issuance of our shares in order to undertake further exploration, finance further acquisitions and meet general and administrative expenses in the long-term.  It is possible that we will be unsuccessful in raising the required financings.



We do not expect our current cash reserves to satisfy our cash requirements for the next twelve months and, as a result, we will need to raise additional funds in the next twelve months.  Accordingly, there is substantial doubt about our ability to continue as a going concern.



We do not expect to purchase or sell any plants and/or significant equipment.  We do not expect any significant changes in our number of employees.

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LIQUIDITY AND CAPITAL RESOURCES



To date, virtually all funding for our acquisition of and expenditures on our resource property and ongoing operations has come from the issuance of our common stock.



While we no longer have an interest in any mineral exploration property, when we did hold an interest in the French Claim Property, we were in the exploration stage and therefore have no regular cash flow. We are, therefore, dependent on raising funds by the issuance of shares in order to finance further acquisitions, undertake the exploration program of any mineral property which we might acquire in the future, and meet general and administrative expenses in the long-term. Moreover, even if the results of any exploration is encouraging, we will require additional funds through the sale of equity or debt securities, other borrowings or possibly a joint venture to further explore any property which we might acquire in the future.



We plan to raise additional capital, if necessary, through private placements and/or borrowings, although we have no currently identified and available sources of funds. There is no assurance that we will be successful in raising additional financing.  We do not expect our current cash reserves to satisfy our cash requirements for the next twelve months.  Accordingly, there is substantial doubt about our ability to continue as a going concern.



Since we have no regular cash flow, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency.  As at December 31, 2002, we had working capital of $18,230.  We had no bank loans as at December 31, 2002.  Our future financial success will be dependent on our ability to acquire a meritorious mineral property, followed by the success of our exploration program thereon.  Such exploration may take years to complete and future cash flows, if any, are difficult to determine with any certainty.  The realization value of any mineralization discovered by us is largely dependent on factors beyond our control such as the market value of the metals produced, mining regulations in Canada and foreign exchange rates.



We have no capital commitments for the next twelve months.



RESULTS OF OPERATIONS



For the quarters and the six months ended December 31, 2002 and 2001



For the quarter and the six months ended December 31, 2002, we had a net loss of $5,170 and $42,855, respectively, compared to a net loss of $8,705 and $28,893 for the quarter and the nine months ended March 31, 2001, respectively, an increased loss of $3,535 and $13,962, respectively.  We have not had any revenues from operations since our inception. The loss per share 0f $0.0009 for the quarter ended December 31, 2001 decreased to $0.0004 for the quarter ended December 31, 2002, while the loss per share of $0.0028 for the six months ended December 31, 2001 increased to $0.0035 per share for the six months ended December 31, 2002,

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The increased loss for the six months ended December 31, 2002 as compared to the six months ended December 31, 2001 can be attributed to the fact that in the quarter and the six months ended December 31, 2002, we did not incur any realized loss on investments as compared to a realized loss on investment of $8,519 for quarter and the six months ended December 31, and an unrealized loss on investments of $148 and $748 for the quarter and the six months ended December 31, 2002, respectively, as compared to an unrealized gain on investments of $6,639 and an unrealized loss on investment of $3,911 and an in the quarter enedand the nine months ended March 31, 2001 $4,046 for the quarter and the nine months ended March 31, 2002, respectively.  In addition, we incurred legal and professional expenses of $1,595 and $31,125 for the quarter and the six months ended December 31, 2002, respectively, as compared to legal and professional expenses of $6,575 and $15,526 for the quarter and the six months ended December 31, 2001, respectively.  In addition, we incurred property option agreement costs of nil and $6,178 for the quarter and six months ended December 31, 2002, respectively, but did not incur any costs in connection with the property option agreement in either the quarter or the six months ended December 31, 2001.



During the quarter ended September 30, 2002, we advanced a loan bearing interest at a rate of 7% per annum to a former director who is seeking exploration opportunities for us.  The loan was to be repaid at $500 per month beginning May 1, 2003 until paid and was to be applied against any finders fee to be received in respect of any exploration asset acquired by us through the introduction of this person.  The loan was repaid in full subsequent to September 30, 2002.



Forward Looking Statements



This report includes "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered  "forward looking statements".  These types of statements are included in the section entitled "Management's Discussion and Analysis or Plan of Operation."  Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.

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PART II - OTHER INFORMATION



Item 1. Legal Proceedings.





The Company is not a party to any pending legal proceedings nor is any of its property subject to pending legal proceedings.



Item 2. Changes in Securities and Use of Proceeds.



During the quarter ended September 30, 2002, we did not sell any securities without registration under the Securities Act of 1933, as amended.



Item 3. Defaults Upon Senior Securities.



Not Applicable.



Item 4. Submission of Matters to a Vote of Security Holders.



Not Applicable.



Item 5. Other Information.



Not Applicable.



Item 6. Exhibits and Reports on Form 8-K.



(a)

Not Applicable.

(b)

A Form 8-K was filed by us for the quarter ended December 31, 2002.

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SIGNATURES



In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







Date:

January 27, 2003

GLOBAL-TECH CAPITAL CORP.











By:

________________________











Michael Mitsiadis, President

and Chief Financial Officer