Attached files
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
or
o 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 333-148664
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ECOLOGIX RESOURCE GROUP INC.
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(Exact name of registrant as specified in its charter)
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| Delaware | 98-0533882 |
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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9903 Santa Monica Blvd., Suite 918
Beverly Hills, CA
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90212 |
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(Address of principal executive offices)
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(Zip Code)
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888-564-4974
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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x
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No
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o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).
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Yes
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o
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No
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o
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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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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o
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No
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x
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class
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Shares
outstanding
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Date
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Common, $.0001 par value
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571,033,000
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November 19, 2010
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1
ECOLOGIX RESOURCE GROUP INC.
Form 10-Q
Index
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Page
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Part I – FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
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F-1
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Condensed Balance Sheet
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F-2
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Condensed Statements of Operations
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F-3
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Condensed Statements of Cash Flows
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F-4
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Notes on Condensed Financial Information
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F-5
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Item 2. Management’s Discussion and Analysis or Plan of Operation
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3
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 6 | |
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Item 4T. Control and Procedures
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6
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Part II. OTHER INFORMATION
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Item 1. Legal Proceedings
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7
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| Item 1A. Risk Factors | 7 | |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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7
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Item 3. Defaults Upon Senior Securities
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7
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Item 4. Reserved
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7
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Item 5. Other Information
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7
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Item 6. Exhibits
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7
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Signatures
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8
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Certifications
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2
Part I: Financial Information
Item 1. Financial Statements
ECOLOGIX RESOURCE GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
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Financial Statements-
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F-1
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Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009
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F-2
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Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2010 and 2009
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F-3
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009
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F-4
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Notes to Consolidated Financial Statements
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F-5
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F-1
ECOLOGIX RESOURCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
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As of
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As of
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September 30,
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December 31,
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ASSETS
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2010
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2009
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Current Assets:
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(Unaudited)
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(Audited)
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Cash in bank
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$ | 26,014 | $ | 9,974 | ||||
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Total current assets
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26,014 | 9,974 | ||||||
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Other Assets:
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Property, plant and equipment, net of depreciation
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200,875 | 169,592 | ||||||
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Timber rights, net
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2,000,000 | 2,000,000 | ||||||
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Total other assets
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2,200,875 | 2,169,592 | ||||||
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Total Assets
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$ | 2,226,889 | $ | 2,179,566 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities:
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Accounts payable
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$ | 137,939 | $ | 105,532 | ||||
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Accrued liabilities
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316,108 | 239,541 | ||||||
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Convertible Debt
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972,526 | 312,729 | ||||||
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Derivative Liability
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9,295,282 | 4,049,512 | ||||||
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Loans from related parties - Directors and stockholders
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619,610 | 306,457 | ||||||
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Total liabilities
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11,341,465 | 5,013,771 | ||||||
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Stockholders' (Deficit)
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Preferred stock, par value $.0001 per share, 50,000,000 shares authorized; 10,000 and 10,000 shares issued and outstanding, respectively
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100
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100
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Common stock, par value $.0001 per share, 2,000,000,000 shares authorized; 512,000,000 and 501,000,000 shares issued and outstanding, respectively
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51,200
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50,100
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Additional paid-in capital
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950,769
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851,869
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Discount on common stock
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(2,700
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(2,700
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)
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Accumulated other comprehensive (loss) income
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25,655
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(17,460
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)
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Retained deficit
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(10,139,600
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(3,716,114
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)
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Total stockholders' (deficit)
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(9,114,576
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(2,834,205
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Total Liabilities and Stockholders' (Deficit)
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$
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2,226,889
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$
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2,179,566
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The accompanying notes to financial statements are
an integral part of these statements.
F-2
ECOLOGIX RESOURCE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPEHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)
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Three Months
Ended
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Three Months
Ended
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Nine Months
Ended
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Nine Months
Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2010
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2009
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2010
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2009
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Revenues
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$ | - | $ | - | $ | 235,995 | $ | - | ||||||||
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Cost of Goods Sold
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8,155 | - | 239,704 | - | ||||||||||||
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Gross Profit (Loss)
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(8,155 | ) | - | (3,709 | ) | - | ||||||||||
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Expenses:
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General and administrative
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76,542 | 75,000 | 246,699 | 75,000 | ||||||||||||
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Professional fees
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17,500 | 30,328 | 112,890 | 63,293 | ||||||||||||
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Consulting
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- | 514,680 | 7,500 | 673,180 | ||||||||||||
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Depreciation
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18,380 | 228 | 40,996 | 684 | ||||||||||||
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Other
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- | 34,015 | - | 87,031 | ||||||||||||
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Total general and administrative expenses
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112,422 | 654,251 | 408,085 | 899,188 | ||||||||||||
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(Loss) from Operations
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(120,577 | ) | (654,251 | ) | (411,794 | ) | (899,188 | ) | ||||||||
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Interest Expense
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(42,608 | ) | (31,000 | ) | (765,922 | ) | (39,500 | ) | ||||||||
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Gain or (loss) on Derivative Liability
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523,207 | - | (5,245,770 | ) | - | |||||||||||
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Net Income or (Loss)
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$ | 360,021 | $ | (685,251 | ) | $ | (6,423,486 | ) | $ | (938,688 | ) | |||||
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Foreign currency exchange
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(28,824 | ) | - | 43,115 | - | |||||||||||
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Net comprehensive income or (loss)
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$ | 331,197 | $ | (685,251 | ) | $ | (6,380,371 | ) | $ | (938,688 | ) | |||||
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(Loss) Per Common Share:
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(Loss) per common share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
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Weighted Average Number of Common Shares Outstanding - Basic and Diluted
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1,278,353,448 | 50,067,391 | 510,912,088 | 50,022,711 | ||||||||||||
The accompanying notes to financial statements are
an integral part of these statements.
F-3
ECOLOGIX RESOURCE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009,
(Unaudited)
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Nine Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2010
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2009
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Operating Activities:
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Net (loss)
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$ | (6,423,486 | ) | $ | (938,688 | ) | ||
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Adjustments to reconcile net (loss) to net cash (used in) operating activities:
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Amortization of discount on notes payable
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659,797 | - | ||||||
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Amortization and depreciation
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40,996 | 17,684 | ||||||
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Derivative Liability
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5,245,770 | - | ||||||
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Other Assets
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- | (187,602 | ) | |||||
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Accrued Payable
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32,407 | - | ||||||
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Accrued Liabilities
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176,568 | 189,398 | ||||||
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Net Cash Used in Operating Activities
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(267,948 | ) | (919,208 | ) | ||||
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Investing Activities:
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Purchases of Property, Plant and Equipment
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(72,280 | ) | - | |||||
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Net Cash Used in Investing Activities
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(72,280 | ) | - | |||||
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Financing Activities:
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Issuance of Common Stock
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- | 50,000 | ||||||
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Proceeds from loans
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- | 884,760 | ||||||
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Loans from related parties - Directors and stockholders
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313,153 | (14,520 | ) | |||||
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Net Cash Provided by Financing Activities
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313,153 | 920,240 | ||||||
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Effect of Exchange Rates on Cash
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43,115 | - | ||||||
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Net Increase in Cash
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16,040 | 1,032 | ||||||
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Cash - Beginning of Period
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9,974 | 1,381 | ||||||
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Cash - End of Period
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$ | 26,014 | $ | 2,413 | ||||
The accompanying notes to financial statements are
an integral part of these statements.
F-4
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Ecologix Resource Group (“Ecologix” or the “Company”) is a natural resource company focused on the harvesting and marketing of high quality timber while pursuing the production of alternative energy solutions. The Company manages tropical hardwood forest concessions in the Republic of Cameroon in Western Africa. The Company harvests a variety of species of hardwood.
The Company was incorporated under the laws of the State of Delaware on November 7, 2007. The Company was formerly known as Battery Control Corp. and changed its name to Ecologix Resource Group, Inc. on July 14, 2009. In 2009, the Company acquired its first concession in Cameroon and discontinued the business of Battery Control Corp.
The accompanying financial statements were prepared from the accounts of the Company on the accrual basis of accounting.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of September 30, 2010 and 2009 and for the periods then ended, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2010, and the results of its operations and its cash flows for the periods ended September 30, 2010, and 2009. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2009, filed with the SEC on Form 10-K for the year then ended, for additional information, including significant accounting policies.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Property, Plant and Equipment
The Company depreciates its assets over their estimated useful lives. The estimated useful lives are 2-4 years for machinery and equipment, 5 years for furniture and fixtures and the shorter of the useful life or the term of the lease for leasehold improvements. Plant and equipment are carried at historical cost and are depreciated using primarily the straight-line method. Repair and maintenance expenditures are expensed as incurred.
Timber Rights
The Company carried timber rights at historical cost less accumulated amortization. The Company capitalized the acquisition costs of the user right and allocated that cost to the timberland. Amortization of the user right on timberland is primarily determined using the unit of production method.
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value.
Revenue Recognition
The Company will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
F-5
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies - continued
Stock Splits
On December 1, 2008, the Company implemented a 5 for 1 forward stock split on its issued and outstanding shares of common stock. On March 24, 2009, the Company implemented a 2 for 1 forward stock split on its issued and outstanding shares of common stock. On December 4, 2009, the Company implemented a 10 for 1 forward stock split on its issued and outstanding shares of common stock. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect the forward stock splits.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potentially dilutive financial instruments excluded from the calculation of loss per share for the period ended September 30, 2010 and 2009 totaled 731,396,552 and 8,500,000, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange.
Translation of Foreign Currencies
All assets and liabilities of foreign subsidiaries are translated into dollars at the fiscal year-end (current) exchange rates and components of revenue and expense are translated at average rates for the fiscal year. The resulting translation adjustments are included in shareholders' equity. Gains and losses on foreign currency exchange transactions are reflected in the statement of operations. Net transaction gains and losses debited to “Other comprehensive income” for the three months ended September 30, 2010 and 2009 were $(28,824) and $0, respectively and for the nine months ended September 30, 2010 and 2009 were $43,115 and $0, respectively.
Impairment of Long-Lived Assets—Timber Rights
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of September 30, 2010 and December 31, 2009, and expenses for the period ended September 30, 2010 and 2009. Actual results could differ from those estimates made by management.
F-6
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies - continued
Recent Accounting Pronouncements
In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated results of operations or financial position.
In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated results of operations or financial position.
In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 3, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's consolidated results of operations or financial position.
(2) Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred operating losses since inception. Further, as of September 30, 2010, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
(3) Timber Rights
As of January 12, 2009 the Company issued convertible preferred shares for timber rights in the Masaka region of Cameroon. The timber rights were valued at the fair value of the preferred shares issued for the use of the timber rights. The balance of the timber rights as of the period ended September 30, 2010 was $2,000,000. As of September 30, 2010, the Company had not begun the harvesting of timber in this region.
(4) Property, Plant and Equipment
The following is a summary of property and equipment:
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September 30, 2010
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December 31, 2009
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Plant and Machinery
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$ | 253,589 | $ | 181,935 | ||||
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Less – Accumulated Depreciation
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(52,714 | ) | (12,343 | ) | ||||
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Total net Property, Plant and Equipment
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$ | 200,875 | $ | 169,592 | ||||
Depreciation expenses for the three months ended September 30, 2010 and 2009 were $18,380 and $228, respectively. Depreciation expenses for the nine months ended September 30, 2010 and 2009 were $40,996 and $684, respectively.
F-7
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Loans from related parties
During the year ended December 31, 2009, a stockholder began making loans to the Company for working capital needs. These loans were unsecured, non-interest bearing and due on demand. As of December 31, 2009, the balance due to this stockholder was $166,957. As of September 30, 2010, the balance due to the stockholder was $450,110.
During the three months ended September 30, 2010 two additional shareholders began making loans to the Company for working capital needs. These loans were unsecured, non-interest bearing and due on demand. As of September 30, 2010, the balance due to these stockholders was $30,000.
As of September 30, 2010, the Company had a payable due to an officer of the Company for $139,500 which consisted of accrued compensation of $112,500 and reimbursement for expenses paid by the officer on behalf of the company of $27,000.
(6) Convertible Debt
On April 9, 2009, the Company issued a $100,000 Convertible Promissory Note to Greenburg Capital (“Greenburg” or “Lender”) with an interest rate of 18% per annum. The Note is convertible in whole or in part at the Lender's option into shares of the Company’s common stock (the “Common Stock”) at $0.025 per share. However if the Company is in default of payment, the Lender may elect to convert, by a written notice of conversion at a $0.025 conversion price less a penalty for the default. Interest shall accrue to and through the day prior to the date of conversion. The number of shares of Common Stock issuable upon conversion shall be determined by dividing the sum of the outstanding principal of the Note plus the accrued and unpaid interest payable with respect to the principal amount of the Note by the Conversion Price then in effect. In connection with the Note the Company issued the Lender 1,000,000 Common Stock Purchase Warrants with an exercise price of $0.001 a share. The fair value of the warrants issued in connection with the Note will be treated as debt discount and amortized over the life of the Note. The principal and accrued interest amounts due on the Greenburg Note have been deferred to a later date. No other terms in the Note have been adjusted and the Note will continue to accrue interest over the deferral period. Greenburg has not elected to convert the Note to common stock.
On June 29, 2009, the Company issued a $750,000 Convertible Promissory Note to Marvin Mermelstein (“Mermelstein” or “Lender”) with an interest rate of 18% per annum. Die and payable on December 29, 2009. The Note is convertible in whole or in part at the Lender's option into shares of the Company’s common stock (the “Common Stock”) at $0.025 per share. However if the Company is in default of payment, the Lender may elect to convert, by a written notice of conversion at a $0.025 conversion price less a penalty for the default. Interest shall accrue to and through the day prior to the date of conversion. The number of shares of Common Stock issuable upon conversion shall be determined by dividing the sum of the outstanding principal of the Note plus the accrued and unpaid interest payable with respect to the principal amount of the Note by the Conversion Price then in effect. In connection with the above Note the Company issued the Lender 7,500,000 Common Stock Purchase Warrants with an exercise price of $0.001 a share. The fair value of the warrants issued in connection with the Convertible Note will be treated as debt discount and amortized over the life of the Note. The principal and accrued interest amounts due on the Mermelstein Note have been deferred to a later date. No other terms in the Note have been adjusted. The Note will continue to accrue interest over the deferral period. Mermelstein has not elected to convert the Note to common stock.
On November 12, 2009, the Company issued a $100,000 Convertible Promissory Note to MKM (“MKM” or “Lender”) with an interest rate of 18% per annum. The Note is convertible in whole or in part at the Lender's option into shares of the Company’s common stock (the “Common Stock”) at $0.025 per share. However if the Company is in default of payment, the Holder may elect to convert, by a written notice of conversion at a $0.025 conversion price less a penalty for the default. Interest shall accrue to and through the day prior to the date of conversion. The number of shares of Common Stock issuable upon conversion shall be determined by dividing the sum of the outstanding principal of the Note plus the accrued and unpaid interest payable with respect to the principal amount of the Note by the Conversion Price then in effect. In connection with the above Note the Company issued the Lender 1,000,000 Common Stock Purchase Warrants with an exercise price of $0.001 a share. The fair value of the warrants issued in connection with the Note will be treated as debt discount and amortized over the life of the Note.MKM has not elected to convert the Note to common stock.
On November 12, 2009, the Company issued a $25,000 Convertible Promissory Note to Fuse Management Corporation (“Fuse” or “Lender”) with an interest rate of 18% per annum. Due and payable on November 12, 2010. The Note is convertible in whole or in part at the Lender's option into shares of the Company’s common stock (the “Common Stock”) at $0.025 per share. However if the Company is in default of payment, the Holder may elect to convert, by a written notice of conversion at a $0.025 conversion price less a penalty for the default. Interest shall accrue to and through the day prior to the date of conversion. The number of shares of Common Stock issuable upon conversion shall be determined by dividing the sum of the outstanding principal of the Note being converted plus the accrued and unpaid interest payable with respect to the principal amount of the Note by the Conversion Price then in effect. In connection with the above Note the Company issued the Lender 250,000 Common Stock Purchase warrants with an exercise price of $0.001 a share. The fair value of the Warrants issued in connection with the Note will be treated as debt discount and amortized over the life of the Note. Fuse has not elected to convert the Note to common stock.
As of September 30, 2010 the Greenburg, Mermelstein, MKM and Fuse Notes were in default of payment of interest and principal. The holders have not made a demand for payment
The Company evaluated the convertible debt and the warrants under ASC 815 (SFAS 133 "Accounting for Derivatives" and EITF00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock"). The Company determined the convertible notes contained an embedded derivative for the conversion option and the warrants qualified as free standing derivatives. The conversion option allows for an indeterminate number of shares to potentially be issued upon conversion. This results in the Company being unable to determine with certainty it will have enough shares available to settle any and all outstanding common stock equivalent instruments. The Company would be required to obtain shareholder approval to increase the number of authorized shares needed to settle those contracts. Because increasing the number of shares authorized is beyond of the Company's control, this results in these instruments being classified as liabilities under ASC 815( EITF 00-19 and derivatives under SFAS 133).
F-8
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Convertible Debt - continued
The carrying values of the notes were determined as follows:
|
December 31, 2009
|
||||
|
Note payable to Greenberg due April 9, 2010, interest rate 18%.
|
$ | 100,000 | ||
|
Note payable to Mermelstein due December 29, 2009, interest rate 18%.
|
750,000 | |||
|
Note payable to MKM due November 12, 2010, interest rate 18%.
|
100,000 | |||
|
Note payable to Fuse due November 12, 2010, interest rate 18%.
|
25,000 | |||
| 975,000 | ||||
|
(Less) Debt Discount
|
(662,271 | ) | ||
|
Convertible Debt net of discount
|
$ | 312,729 | ||
|
September 30, 2010
|
||||
|
Note payable to Greenberg due April 9, 2010, interest rate 18%.
|
$ | 100,000 | ||
|
Note payable to Mermelstein due December 29, 2009, interest rate 18%.
|
750,000 | |||
|
Note payable to MKM due November 12, 2010, interest rate 18%.
|
100,000 | |||
|
Note payable to Fuse due November 12, 2010, interest rate 18%.
|
25,000 | |||
| 975,000 | ||||
|
(Less) Debt Discount
|
2,474 | |||
|
Convertible Debt net of discount
|
$ | 972,526 | ||
(7) Convertible Preferred Stock
The Company issued 10,000 shares of convertible preferred stock to Spectra Timber Resources, Inc. on January 12, 2009 in exchange for timber rights in the Massaka region of Cameroon. The preferred stock will bear dividends, payable in stock, semi-annually in arrears, at the rate of five per cent (5%) per annum, beginning February 4, 2011. Each preferred share is convertible into a common share, subject to the vote of the preferred shareholders, at the option of the holder at any time after January 12, 2012 at the conversion ratio to be determined by multiplying the aggregate number of preferred shares to be converted times 200 and dividing the product by the Conversion Price in effect on the applicable Conversion Date. The Conversion Price is the lesser of (a) 100% of the Closing Bid Prices during the five Trading Days prior to the Conversion Date and (b) $.40 per Conversion Share. The conversion ratio is subject to adjustment for certain events, such as a stock split, stock dividend, merger, acquisition or similar events.
The conversion right of the convertible preferred stock represents an embedded derivative as defined in ASC 815 (FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities). The Company estimated the fair value of the embedded derivative to be $3,918,415 on December 31, 2009 which was reclassified from the initial value ascribed to the convertible preferred stock. The Company has evaluated the fair value as of September 30, 2010 and has assessed that value to be $9,207,420. The increase in the value of the derivative instrument resulted in an unrealized loss of $5,289,005 for the nine months ended September 30, 2010 and an unrealized gain of $522,266 for the three months ended September 30, 2010 which was attributed to the conversion option.
(8) Derivatives
The fair values and changes in the derivative liabilities for the three month and nine month periods ended September 30, 2010 are as follows:
|
June 30, 2010
|
September 30, 2010
|
Gain/(Loss)
|
||||||||||
|
Derivative (Warrants)
|
$
|
87,918
|
$
|
87,847
|
$
|
71
|
||||||
|
Embedded derivative (Convertible Debt)
|
$
|
885
|
$
|
15
|
$
|
870
|
||||||
|
Embedded derivative (Conversion Right Preferred)
|
$
|
9,729,686
|
$
|
9,207,420
|
$
|
522,266
|
||||||
|
Total
|
$
|
9,818,489
|
$
|
9,295,282
|
$
|
523,207
|
||||||
|
December 31, 2009
|
September 30, 2010
|
Gain/(Loss)
|
||||||||||
|
Derivative (Warrants)
|
$
|
94,058
|
$
|
87,847
|
$
|
6,211
|
||||||
|
Embedded derivative (Convertible Debt)
|
$
|
37,039
|
$
|
15
|
$
|
37,024
|
||||||
|
Embedded derivative (Conversion Right Preferred)
|
$
|
3,918,415
|
$
|
9,207,420
|
$
|
(5,289,005)
|
|
|||||
|
Total
|
$
|
4,049,512
|
$
|
9,295,282
|
$
|
(5,245,770)
|
||||||
The adjustment to fair value for the changes in the derivative liabilities resulted in a loss for the nine months ended September 30, 2010 of $5,245,770 and a gain for the three months ended September 30, 2010 of $523,207. These amounts have been debited to expense and credited to income respectively, and recorded in “Other income and expense” in the accompanying consolidated statement of operations
F-9
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) Warrants
Warrant transactions are as follows:
|
Numbers of
warrants
|
Weighted Average
Exercise Price
|
|||||||
|
Outstanding, January 1, 2009
|
- | $ | - | |||||
|
Granted
|
9,750,000 | 0.001 | ||||||
|
Exercise
|
- | - | ||||||
|
Expired
|
- | - | ||||||
|
Outstanding, December 31, 2009
|
9,750,000 | 0.001 | ||||||
|
Granted
|
- | - | ||||||
|
Exercise
|
- | - | ||||||
|
Expired
|
- | - | ||||||
|
Outstanding, June 30, 2010
|
9,750,000 | $ | 0.001 | |||||
|
Granted
|
- | - | ||||||
|
Exercise
|
- | - | ||||||
|
Expired
|
- | - | ||||||
|
Outstanding, September 30, 2010
|
9,750,000 | $ | 0.001 | |||||
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; 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 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
For the Company, this statement derivative instruments related to warrants, convertible debt and the conversion right of convertible preferred shares. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving similar assets or liabilities.
Liabilities measured at fair value on a recurring basis are summarized below:
|
Fair Value Measurements as of December 31, 2009
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Description
|
||||||||||||||||
|
Derivative (Warrants)
|
$ | - | $ | 94,058 | $ | - | $ | 94,058 | ||||||||
|
Embedded derivative (Convertible Debt)
|
- | 37,039 | - | 37,039 | ||||||||||||
|
Embedded derivative (Conversion Right Preferred)
|
- | 3,918,415 | - | 3,918,415 | ||||||||||||
|
Total
|
$ | - | $ | 4,049,512 | $ | - | $ | 4,049,512 | ||||||||
|
Fair Value Measurements as of September 30, 2010
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Description
|
||||||||||||||||
|
Derivative (Warrants)
|
$ | - | 87,847 | $ | - | 87,847 | ||||||||||
|
Embedded derivative (Convertible Debt)
|
- | 15 | - | 15 | ||||||||||||
|
Embedded derivative (Conversion Right Preferred)
|
- | 9,207,420 | - | 9,207,420 | ||||||||||||
|
Total
|
$ | - | $ | 9,295,282 | $ | - | $ | 9,295,282 | ||||||||
Unrealized gains or losses on derivatives are recorded in “Interest and other expense, net” in the consolidated statement of operations at each measurement date. See Note 10, Derivatives.
F-10
ECOLOGIX RESOURCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(11) Subsequent Events
Subsequent to September 30, 2010, the Company issued to Asher Enterprises, Inc. its 8% Convertible Note in the principal amount of $58,000 due and payable on September 15, 2011. The Note is convertible into shares of common stock at any time beginning 180 days after the issuance date of the note, upon written notice, at sixty percent of the average of the three lowest prices of the common stock during the 10 day period prior to the date of such notice.
On October 15, 2010 the Company issued to Greenberg Capital a $38,500 Premisory Note bearing 22% per annum, due and payable on December 1, 2010. As additional consideration the Company issued to Greenberg 5,833,000 shares of common stock.
On October 18, 2010 the Company entered into a consulting agreement with MHM Consulting, LLC for transportation consulting services in Cameroon.
F-11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on, and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission on May 17, 2010. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report on Form 10-Q. All amounts are expressed in United States dollars.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED
SEPTEMBER 30, 2010 COMPARED TO SEPTEMBER 30, 2009
Overall Results
For the three months ended September 30, 2010, the Company had no sales and cost of sales of $8,155. This is in comparison to total sales of $0 and cost of sales of $0 for the three month period ended September 30, 2009. The Company during the third quarter did not have any sales due to issues with transportation and logistic providers. The Company has made changes to these transportation vendors during the latter half of the third quarter 2010.
Total general and administrative expenses decreased by approximately $541,829 for the three month period ended September 30, 2010 from the same period ended September 30, 2009, due to the decrease in consulting expenses and set up costs associated with operations in Cameroon.
The net loss decreased from $685,251 ($0.014 per share) to net income of $360,021 ($0.001 per share) for the three month period ended September 30, 2009 and the three month period ended September 30, 2010, respectively. This decrease was primarily due to the adjustment to fair value for the changes in the derivative liabilities.
3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
RESULTS OF OPERATIONS FOR NINE MONTHS ENDED
SEPTEMBER 30, 2010 COMPARED TO SEPTEMBER 30, 2009
Overall Results
For the nine months ended September 30, 2010, the Company had $235,995 in sales and cost of sales of $239,704. This is in comparison to total sales of $0 and cost of sales of $0 for the nine months ended year ended September 30, 2009. As stated above the Company has significant fixed costs in its harvesting operations. Until the Company is able to generate significant sustained revenues, the Company’s gross profit percentage will fluctuate significantly.
Total general and administrative expenses decreased by approximately $491,103 for the nine month period ended September 30, 2010 from the same period ended September 30, 2009. This decrease was mainly due to the net effect of decrease in consulting expenses ($665,680) and increase in general and administrative expense ($171,699) incurred by the Company.
The net loss increased from $938,688 ($0.02 per share) to $6,423,486 ($0.01 per share) for the nine month period ended September 30, 2009 and the nine month period ended September 30, 2010, respectively. This increase of approximately $5,484,798 was directly related to the adjustment to fair value for the changes in the derivative liabilities.
We have, in our history, generated limited income from operations, have incurred substantial expenses and have sustained losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.
4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
CONSOLIDATED FINANCIAL CONDITION AND LIQUIDITY
Liquidity and Capital Resources
The Company’s strategic plans include continued expansion and support of our timber business in Cameroon. Further purchases of capital equipment will be needed to increase the volume of our operations and the satisfaction of our customer demand. As a result of the working capital investments necessary to support these plans, the Company will continue to require cash and financing resources to meet and exceed its objectives. We may also seek to raise additional capital in public or private equity offerings.
Cash Flows from Operating Activities
The net amount of cash used in the Company’s operating activities during the nine months ended September 30, 2010 was $267,948, which primarily included loss from operations that were offset by increase in derivative liability. For the nine months ended September 30, 2009, the net amount of cash used in the Company’s operating activities was $919,208, which primarily included loss from operations and offset by increase in accrued liabilities.
Cash Flows from Investing Activities
The net amount of cash used in investing activities during the nine months ended September 30, 2010 was $72,280 which was the result of the purchase of equipment to be utilized in the Company’s harvesting activities. For the nine months ended September 30, 2009, the net amount of cash used in investing activities was $0.
Cash Flows from Financing Activities
The net amount of cash provided by financing activities during the nine months ended September 30, 2010 was $313,153. For the nine months ended September 30, 2009, the net amount of cash generated by financing activities was $920,240 both were provided by loans from related parties.
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
CRITICAL ACCOUNTING POLICIES
See Note 1, Summary of Significant Accounting Policies and Organization, of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 herein for a discussion of critical accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in the Cameroon Franc (CFA). We historically have not entered into currency rate hedges with respect to our exposure from operations, although we may do so in the future.
Some of our products are sold as commodities and therefore sales prices fluctuate daily based on market factors over which we have little or no control.
Item 4T. Controls and Procedures
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the three months ended September 30, 2010, the Company implemented procedures to improve the internal control over financial reporting. There have not been any adverse changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information requested by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
See Note (6) Convertible Debt with respect to the default by the Company in the payment of principal and interest on an aggregate of $975,000 of convertible debt. As of November 1, 2010 interest on such debt was approximately $231,214.
Item 4. Reserved
Item 5. Other Information
Effective April 27, 2010, Jason Fine resigned as President. He remains Chairman, Chief Executive Officer and Chief Financial Officer.
Effective April 27, 2010, Robert Radoff was appointed President. Mr. Radoff, 43 years old, has extensive sales and marketing experience. From February 2008 until April 2010, he was Marketing Director of Afric-American Trading Co. Ltd., which marketed agricultural products from Ghana and other Western African countries. Prior there to and from 2002, Mr. Radoff was Vice President for sales and National Sales Manager for InnoZen, Inc., a manufacturer and distributor of etible film strips for drug and nutritional delivery. In that capacity he managed a national network of brokers and was responsible for sales to major national and regional chains such as Rite-Aid, CVS, Walgreens and Wal-mart. Mr. Radoff is a director of AmbiCon, Inc., a company engaged in designing wireless products for the medical industry.
Item 6. Exhibits
|
Exhibit No.
|
|
Title of Document
|
| 3.1 |
Certificate of Amendment of Certificate of Incorporation of Battery Control Corp.
|
|
| 3.2 |
Certificate of Amendment of Certificate of Incorporation of Ecologix Resource Group, Inc.
|
|
| 3.3 | Certificate of Amendment of Certificate of Incorporation of Ecologix Resource Group, Inc. | |
| 3.4 | Certificate of Designation, Right and Preferences of Series A Convertible Preferred Stock of Ecologix Resources Group, Inc. | |
| 10.2 |
Memorandum Agreement is entered into this 18th day of October, 2010 by and between Ecologix Resource Group, Inc., a Delaware corporation (ECO) and MHM Group L LC., a Nevada Limited Liability Company, (MHM).
|
|
| 10.3 |
Ecologix Resources Inc. Convertible Promissory Note Payable to Marvin Mermelstein
|
|
| 10.4 |
Securities Purchase Agreement dated as of September 13, 2010, by and between Ecologix Resources Group, Inc., and Asher Enterprises, Inc.
|
|
| 10.5 | Resource Group, Inc.18% Convertible Promissory Note Payable to Fuse Management Corp. | |
| 10.6 | Ecologix Resources Group, Inc. Convertible Promissory Note Payable to Asher Enterprises, Inc. | |
| 10.7 | Ecologix Resources Group, Inc. Convertible Promissory Note Payable to David D Greenberg | |
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
|
|
32.1*
|
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer)
|
|
|
32.2*
|
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial Officer)
|
*These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
|
ECOLOGIX RESOURCE GROUP
|
|||
|
Date: November 22, 2010
|
By:
|
/s/Jason Fine
|
|
| Jason Fine | |||
| Chief Executive Officer | |||
|
Date: November 22, 2010
|
By:
|
/s/Jason Fine
|
|
| Jason Fine | |||
| Chief Financial Officer |
8