Attached files

file filename
EX-3.2 - BYLAWS - Electric Tractor Corp.eltc_ex32.htm
EX-5.1 - OPINION OF JONATHAN D. LEINWAND, PA - Electric Tractor Corp.eltc_ex51.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Electric Tractor Corp.eltc_ex231.htm
EX-21.1 - LIST OF SUBSIDIARIES - Electric Tractor Corp.eltc_ex211.htm
EX-10.1 - ASSET PURCHASE AGREEMENT - Electric Tractor Corp.eltc_ex101.htm
EX-3.1 - ARTICLES OF INCORPORATION - Electric Tractor Corp.eltc_ex31.htm


UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
ELECTRIC TRACTOR CORP.
(Exact name of registrant as specified in its charter)
 
98-0651945
 
333112
 
WYOMING
(I.R.S. Employer
 
(Primary Standard Industrial
 
(State or other jurisdiction
Identification Number)
  
Classification Code Number)
  
of incorporation or organization)

3325 N Service Rd Unit 105
  Incorp Services, Inc.
Burlington, ON L7N 3G2 Canada
  2510 Warren Ave.
905 467 5531
  Cheyenne, WY 82001 USA
(Address, including zip code, and telephone
number, including area code, of registrant’s
principal executive offices)
  
(Name, address, including zip code, and
telephone number, including area code, of agent
for service)

With Copies of Communications to
Jonathan D. Leinwand, P.A.
Jonathan D. Leinwand, Esq.
20801 Biscayne Blvd., Suite 403
Aventura, FL 33180
(954) 903-7856
(954) 252-4265 (Fax)

From time to time after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: þ
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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 12b2 of the Exchange Act.

Large accelerated filer
o
Accelerated Filer                  
o
Non-accelerated filer   
o (Do not check if a smaller reporting company)
Smaller reporting company
þ



 
 

 
 
Calculation of Registration Fee

Title of Each Class of Securities to be Registered
 
Amount to be
Registered
   
Proposed Maximum
Offering Price 
Per Unit
   
Proposed Maximum
Aggregate Offering
Price (1)
   
Amount of 
Registration
Fee
 
Common Stock
   
1,048,743
   
$
.50
   
$
524,371.50
   
$
37.39
 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine .

 
 

 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION, THE DATE OF THIS PROSPECTUS IS NOVEMBER 30, 2010.

PROSPECTUS

ELECTRIC TRACTOR CORP.
OFFERING UP TO 1,048,743COMMON SHARES

This prospectus relates to the offer and resale of up to 1,048,743shares of our common stock, par value $0.001 per share, by the selling stockholders.

We will not receive any proceeds from the resale of these shares of common stock offered by the selling stockholders. The Selling Stockholders may sell the shares of common stock from time to time at the prevailing market price on an exchange if our shares of common stock become listed for trading on such an exchange, or in negotiated transactions. 

Our common stock is not quoted on any exchange or inter-dealer quotation system and should our shares become quoted on such exchange or system there is no guarantee that a market for the shares will develop.

We will be responsible for all fees and expenses incurred in connection with the preparation and filing of this registration statement, provided, however, we will not be required to pay any underwriters’ discounts or commissions relating to the securities covered by the registration statement.

You should read this prospectus and any prospectus supplement carefully before you decide to invest.  You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

 

 
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.

SEE “RISK FACTORS” BEGINNING ON PAGE 2.
 

 
 
 

 
 
TABLE OF CONTENTS

Prospectus Summary
    1  
The Offering
    2  
Risk Factors
    2  
Use of Proceeds
    5  
Selling Stockholder
    5  
Plan of Distribution
    5  
Description of Securities Being Registered
    6  
Interests of Named Experts and Counsel
    7  
Statement Regarding Forward Looking Statements
    7  
Information About the Company
    7  
Description of Business
    7  
Description of Property
    12  
Legal Proceedings
    12  
Market Price of and Dividends on Common Equity and Related Stockholder Matters
    12  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    13  
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    14  
Quantitative and Qualitative Disclosures About Market Risk
    14  
Directors, Executive Officers and Corporate Governance
    14  
Executive Compensation
    15  
Security Ownership and Certain Beneficial Owners and Management
    16  
Certain Relationships and Related Transactions, Director Independence
    16  
Legal Matters
    16  
Experts
    16  
Financial Statements
    F-1  

 
 

 
 
ELECTRIC TRACTOR CORP.

PROSPECTUS SUMMARY

The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements.

About Us

Electric Tractor Corp. (“The Company,” “Us,” or “We”) was incorporated under the laws of the State of Wyoming on August 14, 2006 as Tabularasa Corp. The Company was engaged in the business of plastic recycling. It acquired that technology from AEC 1, Inc. in exchange for 1,048,743 shares of common stock. The shareholders of AEC 1, Inc. who received those shares are the “Selling Stockholders.” On January 4, 2010, the Company purchased certain intellectual property and assets related to the design and manufacturing of small electric powered tractors. As part of this transaction the company issued 8,438,273 common shares to RA Zirger Holdings  Inc. Now Richard A. Zirger is our CEO.

On March 19, 2010, the Company changed its name to Electric Tractor Corp.

SUMMARY FINANCIAL DATA

Because this is only a summary of our financial information, it does not contain all of the financial information that may be important to you.  Therefore, you should carefully  read all of the information in this prospectus and any prospectus supplement, including the financial statements and their explanatory notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, before making a decision to invest in our common stock.  The information contained in the following summary is derived from our financial statements since inception in March 2009. For financial statement purposes Electric Tractor Corp. (the entity from which the Registrant (formerly known as Tabularasa Corp. and now known as Electric Tractor Corp.) is the accounting acquirer and the financial statements are those of the original Electric Tractor Corp.

   
Quarter Ended 
9/30/2010
   
From Inception
Through
12/31/2009
 
   
(Unaudited)
   
(Audited)
 
Revenues
 
$
- 0 -
   
$
- 0 -
 
Cost of Sales
 
$
- 0 -
   
$
- 0 -
 
Gross Profit
 
$
- 0 -
   
$
- 0 -
 
                 
Consulting and Professional Services
           
1,750
 
Other Expenses
           
0
 
Total Operating Expense
           
1750
 
Loss from Operations
     
)
   
(1750
)
                 
Other Income
           
0
 
                 
NET INCOME /LOSS
     
)
   
(1,750
)

 
1

 
 
THE OFFERING

This prospectus relates to the resale of up to 1,048,743 shares of our common stock by the Selling Stockholders.
 
Shares issued and outstanding
9,487,016
   
Securities Offered
1,048,743 shares of Electric Tractor Corp. Common Shares, offered by the Selling Stockholders
   
Offering Price
To be determined by the prevailing market price for the shares at the time of sale.
   
Use of Proceeds
We will not receive any proceeds from the sale of the shares by the selling stockholders.  
   
Risk Factors
An investment in our common stock involves a high degree of risk.  See “Risk Factors” beginning on page 2 and the other information in this prospectus for a discussion of the factors you should consider before investing in the shares of common stock offered hereby.
 
RISK FACTORS

Risks Related to Our Business

Our Independent Auditors have expressed substantial doubt about our ability to continue as a going concern.

As we don’t have enough cash on hand to pay our expenses for the next 12 months of operations, our independent auditors have included a “going concern” qualification in their audit report. The Company will have to continue to raise funds to continue to operate.

We require additional financing and our inability to raise additional capital on acceptable terms in the future may have a material adverse effect on our business and financial condition.

We do not have sufficient operating capital to fund our operations for the next 12 months and must raise that capital through loans and/or sales of our common stock. There is no guarantee that we will be able to do so. Failure to do so could cause us to have to cut operations and delay development and introduction of our products.

We depend upon our executive officers and key personnel.

Our performance depends substantially on the performance of our executive officers and other key personnel.  Our future success will depend to a large extent on retaining our employees and our ability to attract, train, retain and motivate sufficient qualified employees to fill vacancies created by attrition or expansion of our operations.  The loss of the services of any of our executive officers or key personnel could have a material adverse effect on our business, revenues, and results of operations or financial condition.

Competition for talented personnel is intense, and we may not be able to continue to attract, train, retain or motivate other highly qualified technical and managerial personnel in the future.   In addition, market conditions may require us to pay higher compensation to qualified management and technical personnel than we currently anticipate.  Any inability to attract and retain qualified management and technical personnel in the future could have a material adverse effect on our business, prospects, financial condition, and/or results of operations.

 
2

 
 
We are subject to significant domestic and international regulations and may not be able to obtain necessary regulatory clearances to sell our products.

The manufacture and sale of tractors intended for commercial distribution are subject to extensive governmental regulation.  Our failure to comply with regulatory requirements would jeopardize our ability to market our products.  Noncompliance with applicable requirements can result in failure of the regulatory agency to grant pre-market clearance or approval for devices, withdrawal or suspension of approval, total or partial suspension of production, fines, injunctions, civil penalties, refunds, recall or seizure of products and criminal prosecution.

We must be able to adapt to rapidly changing technology trends and evolving industry standards or we risk our products becoming obsolete.

The electric vehicle market in which we compete is characterized by intensive development efforts and rapidly advancing technology.  Our future success will depend, in large part, upon our ability to anticipate and keep pace with advancing technology and competing innovations.  We may not be successful in identifying, developing and marketing new products or enhancing our existing products. We believe that a number of large companies, with significantly greater financial, manufacturing, marketing, distribution and technical resources and experience than ours, are focusing on the development of electric powered tractors and other commercial equipment. 

We may be subject to product liability claims and have limited insurance coverage.

By engaging in the electric tractor business, we will face an inherent business risk of exposure to product liability claims in the event that the use of our products results in personal injury or death.  Also, in the event that any of our products proves to be defective, we may be required to recall or redesign such products. We will need to maintain adequate product liability insurance coverage.  If we are able to maintain insurance, of which there can be no assurance, our coverage limits may not be adequate to protect us from any liabilities we might incur in connection with the development, manufacture and sale of our products.  Product liability insurance is expensive and in the future may not be available to us on acceptable terms, if at all.  A successful product liability claim or series of claims brought against us in excess of our insurance coverage or a product recall would negatively impact our business.

Risks Related to This Offering

We are registering the resale of 1,048,743 of common stock.  The resale of such shares by the selling stockholders could depress the market price of our common stock and you may not be able to sell your investment for what you paid for it.

We are registering the resale of 1,048,743 shares of common stock under the registration statement of which this prospectus forms a part.  The sale of these shares into the public market by the Selling Stockholders could depress the market price of our common stock and you may not be able to sell your investment for what you paid for it.

Risks Related to Our Common Stock

Investors who purchase shares of our common stock should be aware of the possibility of a total loss of their investment.

An investment in our common stock involves a substantial degree of risk.  Before making an investment decision, you should give careful consideration to the risk factors described in this section in addition to the other information contained in this annual report.  The risk factors described herein, however, may not reflect all of the risks associated with our business or an investment in our common stock.  You should invest in our Company only if you can afford to lose your entire investment. 

 
3

 
 
Our current management holds significant control over our common stock and they may be able to control our Company indefinitely.

Our management has significant control over our voting stock that may make it difficult to complete some corporate transactions without their support and may prevent a change in control.   As of September 30, 2010, our directors and executive officers as a whole, beneficially own approximately 7,126,273 shares of our common stock or 75%

The above-described significant stockholders may have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

“Penny stock” rules may make buying or selling our securities difficult, which may make our stock less liquid and make it harder for investors to buy and sell our securities.

Our common stock does not currently trade on any exchange or inter-dealer quotation system, however we intend to seek for our common stock to be traded on such exchange or system.  If the market price per share of our common stock is less than $5.00, the shares may be “penny stocks” as defined in the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act.  As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of these securities.  In addition, “penny stock” rules adopted by the SEC under the Exchange Act subject the sale of these securities to regulations which impose sales practice requirements on broker-dealers.  For example, broker-dealers selling penny stocks must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in penny stocks.

Furthermore, if the person purchasing the securities is someone other than an accredited investor or an established customer of the broker-dealer, the broker-dealer must also approve the potential customer’s account by obtaining information concerning the customer’s financial situation, investment experience and investment objectives.  The broker-dealer must also make a determination whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in penny stocks. Accordingly, the SEC’s rules may limit the number of potential purchasers of shares of our common stock.  Moreover, various state securities laws impose restrictions on transferring “penny stocks,” and, as a result, investors in our securities may have their ability to sell their securities impaired.

If an active, liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at or above the price you paid for it.
 
Our common stock does not trade on any exchange or interdealer quotation system and an active and liquid trading market for our common stock has not yet and may not ever develop or be sustained.  You may not be able to sell your shares quickly or at or above the price you paid for our stock if trading in our stock is not active.

We do not expect to pay dividends in the foreseeable future.
 
We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of cash dividends will depend on our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors.

 
4

 
 
USE OF PROCEEDS
 
We will not receive any proceeds from the resale of our common stock offered by Selling Stockholders
 
SELLING STOCKHOLDER
 
The information provided in the table and discussions below has been obtained from the selling stockholders. The selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act. As used in this prospectus, “selling stockholder” includes the person or persons listed in the table below, and the donees, pledgees, transferees or other successors-in-interest selling shares received from the named selling stockholder as a gift, pledge, distribution or other transfer.
 
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.
 
Name of Selling Security Holder
 
Ownership
Before
Offering
   
Percentage
Before
Offering
   
Number of
Shares
to be Sold
under this
Prospectus
   
Number of
Shares
Owned
After
Offering(1)
   
Percentage
Owned
After
Offering(1)
 
     
0
     
0
     
1,048,743
     
0
     
0
 

*
Percentage of shares owned after the offering does not exceed one percent.
(1)
These numbers assume the selling stockholder sells all of its shares being offered pursuant to this prospectus.
 
PLAN OF DISTRIBUTION

The purpose of this prospectus is to permit the selling stockholders to offer and resell up to an aggregate of 1,048,743 shares of our common stock at such times and at such places as they choose.  In this section of the prospectus, the term “selling stockholders” includes the partners, pledgees, donees, transferees or other successors-in-interest of the selling stockholders, which may sell shares received after the date of this prospectus from the selling stockholder as a pledge, gift, partnership or similar distribution or other non-sale related transfer. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The decision to sell any shares offered pursuant to this prospectus is within the sole discretion of the selling stockholder.
 
 
 
5

 
 
The distribution of the common stock by the selling stockholder may be effected from time to time in one or more transactions.  Any of the common stock may be offered for sale, from time to time, by the selling stockholder at prices and on terms then obtainable, at fixed prices, at prices then prevailing at the time of sale, at prices related to such prevailing prices, or in negotiated transactions at negotiated prices or otherwise. The common stock may be sold by one or more of the following methods:

on the OTC Bulletin Board or any other national common stock exchange or automated quotation system on which our common stock is traded, which may involve transactions solely between a broker-dealer and its customers which are not traded across an open market and block trades;

through one or more dealers or agents (which may include one or more underwriters), including, but not limited to
 
 
block trades in which the broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;

 
purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;

 
ordinary brokerage transactions;

 
transactions in which the broker solicits purchasers;

directly to one or more purchasers;

combination of these methods.

The selling stockholders and any broker-dealers who act in connection with the sale of the shares are “underwriters” within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and profit on any resale of the shares as principal may be deemed to be underwriting discounts, concessions and commissions under the Securities Act. Because the selling stockholder is an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder.

The selling stockholder or its underwriters, dealers or agents may sell the common stock to or through underwriters, dealers or agents, and such underwriters, dealers or agents may receive compensation in the form of discounts or concessions allowed or reallowed.  Underwriters, dealers, brokers or other agents engaged by the selling stockholder may arrange for other such persons to participate.  Any fixed public offering price and any discounts and concessions may be changed from time to time.  Underwriters, dealers and agents who participate in the distribution of the common stock may be deemed to be underwriters within the meaning of the Securities Act, and any discounts or commissions received by them or any profit on the resale of shares by them may be deemed to be underwriting discounts and commissions thereunder.  The proposed amounts of the common stock, if any, to be purchased by underwriters and the compensation, if any, of underwriters, dealers or agents will be set forth in a prospectus supplement.

Unless granted an exemption by the SEC from Regulation M under the Exchange Act, or unless otherwise permitted under Regulation M, the selling stockholder will not engage in any stabilization activity in connection with our common stock, will furnish each broker or dealer engaged by the selling stockholder and each other participating broker or dealer the number of copies of this prospectus required by such broker or dealer, and will not bid for or purchase any common stock of ours or attempt to induce any person to purchase any of the common stock other than as permitted under the Exchange Act.
 
We will not receive any proceeds from the sale of these shares of common stock offered by the selling stockholder. We shall use our reasonable efforts to prepare and file with the SEC such amendments and supplements to the registration statement and this prospectus as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of the common stock covered by the registration statement for the period required to effect the distribution of such common stock.
 
We are paying certain expenses incidental to the offering and sale of the common stock to the public, which are estimated to be approximately $17,000.  If we are required to update this prospectus during such period, we may incur additional expenses in excess of the amount estimated above.
 
In order to comply with certain state securities laws, if applicable, the common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states the shares of common stock may not be sold unless they have been registered or qualify for sale in such state or an exemption from registration or qualification is available and is complied with.
 
 
 
6

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

The following description of our capital stock and provisions of our Certificate of Incorporation, as amended, and Bylaws is only a summary. You should also refer to our Certificate of Incorporation, as amended, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and our Bylaws, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
 
We are authorized to issue an unlimited number of our Common Shares, Par Value $.001 per share. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation, as amended. This means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the times and in the amounts that our board of directors may determine from time to time.

Holders of common stock have no preemptive subscription, redemption or conversion rights or other subscription rights. Upon our liquidation, dissolution or winding-up, the holders of common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock. Each outstanding share of common stock is, and all shares of common stock to be issued in this offering, when they are paid for will be, fully paid and non-assessable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed for such purpose on a contingency basis, or had, or is to receive, in connection with this offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus are “forward-looking statements” and we intend that such forward-looking statements be subject to the safe harbors thereby.  These statements are based on the current expectations, forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements are sometimes identified by language such as “believe,” “may,” “could,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “appear,” “future,” “likely,” “probably,” “suggest,” “goal,” “potential” and similar expressions and may also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied in this prospectus include, but are not limited to, those noted under the caption “Risk Factors” beginning on page 2 of this prospectus. Readers should carefully review this information as well as the risks and other uncertainties described in other filings we may make after the date of this prospectus with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements.  They reflect opinions, assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements in this prospectus, whether as a result of new information, future events or circumstances, or otherwise.
 
 
 
7

 
 
INFORMATION ABOUT THE COMPANY

DESCRIPTION OF BUSINESS

Electric Tractor Corp.’s (ETC) primary product is the Electric OX utility tractor. The Electric OX is available in three configurations:

1. The 48 Volt, Electric OX Single Purpose (SP) base model is targeted at tow/pull industrial applications handling loads up to 8,000 lbs, speeds up to 7 mph and 12 hours towing time between charges. Such performance opens up a broad range of market niche from baggage handling at transport terminals to greenhouse plant cart moving to pulling a grass cutting gang mower in a park.
 
2. The Dual Purpose (DP) model is targeted for tow/push applications such as moving disabled vehicles around a service lot where tow trucks are impractical and manual effort is recognized as disruptive to work flow and potentially injurious to employees pressed into the task. With an extremely tight turning radius, all terrain capability, stable four wheel design, quiet and emissions free makes the Electric OX ideal for constant indoor/outdoor use. Using the same inexpensive conventional 8 volt lead acid battery found in golf carts, they can be recharged overnight by a 110 volt AC household current drawing about 10 kWh for a complete charge.

3. Intellectual property also includes a quick attach/release system. This unique automatic hitching arrangement permits front mounting of a variety of work accessories such as a plough blade, mower deck, sweeper and snow thrower. The versatile Electric OX Multi- Purpose (MP) model, targeted to serve broader commercial and consumer segments for property maintenance in noise or emissions sensitive areas, can operate with any of its attachments for up to 6 hours on a single charge. The attachments are contract manufactured to ETC specifications then sold through the Company to its dealer network and on to the end user.

History

Electric Tractor Corp. (“The Company,” “Us,” or “We”) was incorporated under the laws of the State of Wyoming on August 14, 2006 as Tabularasa, Corp.. 

The Company was engaged in the business of plastic recycling. It acquired that technology from AEC 1, Inc. in exchange for 1,048,743 shares of common stock. The shareholders of AEC 1, Inc. who received those shares are the “Selling Stockholders.” On January 4, 2010, the Company purchased certain intellectual property and assets related to the design and manufacturing of small electric powered tractors. As part of this transaction the company issued 8,438,273 common shares to RA Zirger Holdings Inc. and Richard Zirger, now our CEO.

On March 19, 2010, the Company changed its name to Electric Tractor Corp. 

General

Electric Tractor Corp.’s (ETC) primary product is the Electric OX utility tractor. The Electric OX is available in three configurations:

1. The 48 Volt, Electric OX Single Purpose (SP) base model is targeted at tow/pull industrial applications handling loads up to 8,000 lbs, speeds up to 7 mph and 12 hours towing time between charges. Such performance opens up a broad range of market niche from baggage handling at transport terminals to greenhouse plant cart moving to pulling a grass cutting gang mower in a park.

2. The Dual Purpose (DP) model is targeted for tow/push applications such as moving disabled vehicles around a service lot where tow trucks are impractical and manual effort is recognized as disruptive to work flow and potentially injurious to employees pressed into the task. With an extremely tight turning radius, all terrain capability, stable four wheel design, quiet and emissions free makes the Electric OX ideal for constant indoor/outdoor use. Using the same inexpensive conventional 8 volt lead acid battery found in golf carts, they can be recharged overnight by a 110 volt AC household current drawing about 10 kWh for a complete charge.

3. Intellectual property also includes a quick attach/release system. This unique automatic hitching arrangement permits front mounting of a variety of work accessories such as a plough blade, mower deck, sweeper and snow thrower. The versatile Electric OX Multi- Purpose (MP) model, targeted to serve broader commercial and consumer segments for property maintenance in noise or emissions sensitive areas, can operate with any of its attachments for up to 6 hours on a single charge. The attachments are contract manufactured to ETC specifications then sold through the Company to its dealer network and on to the end user.
 
 
 
8

 
 
The Marketplace

The Freedonia Group, a Cleveland based market research group estimates the 2009 world market for outdoor power equipment to be worth $18.8 billion. The U.S. census for 2006 reports the same market for the U.S. to be worth $7.5 billion. Farm equipment sales exceeded $19.8 billion in 2006 that included 250,000 tractor units according to industry consultant, Charles R. Yengst. The same year the U.S. Census reported the following unit sales of relevant equipment:
 
Push mowers 3.9 million
Self-propelled mowers 2.3 million
Snowblowers 880,000
Riding Lawn Mowers 215,000
Sub-compact tractors 37,259 (High Beam Research for Kubota tractors)

None have the multi-function versatility or pound-for-pound power and strength of the Electric OX. The first marketed electric tractor was the GE/Wheel Horse Elec-Trak for lawn mowing. It was discontinued in the eighties, again based on conventional tractor frame and design concepts.

Distribution methods of the products or services:

ETC will implement a phased sales and distribution strategy that captures early sales in the most cost-effective manner, then shifts to a hybrid missionary dealer network before the final stage of a conventional dealer network across North America and globally.

1. Direct Sales
 
Immediate sales on launch will be directly handled by ETC sales staff in response to orders placed on the ETC website and walk-in business until a dealer network is in place. Organizations with the prospect of multiple unit sales will also be handled on a direct sale basis by a National Accounts Team. The National Accounts Manager will co-ordinate channel strategy with the Dealer Network Manager to ensure coverage, speed of response and co-ordination so that policies avoid conflict and when surfaced is resolved professionally.

Sales staff builds from 2 in the first year to 31 by 2014. Sales to larger organizations (multi-site corporations and the public sector) will be undertaken directly by ETC. The quotation process is time consuming, complex over multiple territories and may in some bids require a direct response from the manufacturer, ETC.

Where the dealer is sufficiently resourced to handle such major accounts, the company intends to ‘hand-off to the local dealer. Previous experience by both ETC and Doran (the manufacturer of eATV units) indicates that the Company website will be an effective tool for direct selling. Often phone or email contact is essential to advancing through the sales cycle. Some prospects will visit the plant to test drive a unit, assess the company behind the product and to place an order. The sales and marketing staff will be fully trained to fulfill the visitors’ expectations and consummate the transaction. Sales staff will receive a base salary plus commission earned according to monthly sales in units and dollar value. Contemporary marketing tools to reach identifiable communities of interest include social networking sites, crowd sourcing, blogging, Twitter, You Tube and Face Book will be employed to educate and attract prospects, build testimonials and steer prospects to the ETC website. Marketing will generate website traffic and sales leads through traditional tools such as news releases, media advertising, special promotional placements at events and public relations. By the second year of operation, most individual sales will be via the dealer network. Web sales will be fulfilled only for non-served areas and international sales.

2. Missionary Dealer Network
 
Immediately ETC will establish a Dealer Network to both sell and service customers in Canada, the USA and Mexico. The Dealer Network manager will seek out and sign up independent dealers who have a ‘passionate’ connection to the world of renewable, ‘electric’ and battery power. Several such businesses are successfully operating in the coastal regions of the U.S. devoted to electric transportation and work tools. ETC has over 160 requests for dealer status. This prospect list is expected to produce the first wave of dealers. An on-line dealer registration process will be on the corporate website in early 2010.
The Dealer Network will be supported internally by a department dedicated to quick and precise response to their needs as the Company’s prime customers. A full dealer training program and start-up kit will be in place by June 2010. The Customer Support (technical, service) group will work very closely with the Dealer Network (Sales) group to ensure open and clear communication between ETC and its dealers and where appropriate with end users. ETC will develop, produce and distribute the various marketing materials and forward qualified leads.

They must be prepared to demonstrate the flexibility and versatility of the Electric OX throughout their defined territory. The dealers will be channeled leads from ETC marketing activities. They will initiate local promotions with corporate support, demonstrate the OX line and close the sale. Dealers will also provide all after sales servicing warranty and nonwarranty repairs, replacements and upgrades. When a dealer is approved and the agreements are signed, they will be invited to the corporate Head Office for orientation and training in both servicing, sales and marketing. They will be issued a “Dealership-in-a-Trailer” with a demonstration tractor, attachments, a full parts supply, diagnostic equipment, tools and marketing materials. This trailer will allow a dealer to operate independent of a ‘showroom’ equipped to demonstrate the Electric OX in the customer’s own environment.

 
9

 
 
Based on the communications from prospective purchasers of the Electric OX, the states and provinces in which they reside have determined the order of priority for establishing dealers and directing ETC’s marketing efforts. The eastern seaboard from Maine to Florida with New England followed by the state of Florida having shown the greatest interest followed by the west coast states of California, Washington and Oregon. ETC will develop, produce and distribute the various supporting marketing materials. The Dealer Network will be supported internally by a department dedicated to quick and precise response to their needs as the Company’s prime customers. The Customer Support (technical, service) group will work very closely with the Dealer Network (Sales) group to ensure open and clear communication between ETC and its dealers and where appropriate with end users.

3. Conventional Dealer Network
 
Discussions with dealers of gas powered outdoor equipment manufacturers revealed their desire for electric product alternatives currently not available from their manufacturers. This is a showroom-based model that best suits ETC as it reaches a more mature stage with a broader product line. Dealers may have complimentary off-road and power equipment product and major service capabilities that generate walk-in traffic. Given the larger scale of established dealers, Top performers may sell over 500 units representing a margin contribution to the dealer in excess of $1.3 million before service earnings. Recognizing that some of the missionary dealers will not meet growth expectations, their territories will become available for hand-off to this established player well equipped to attract and support a larger customer base.

Competition

The Electric OX is not priced to compete with entry level lawn tractors sold at big box retailers such as Lowes, Canadian Tire, Home Depot or Wal-Mart. The OX is priced in the mid range of commercial sub-compact utility garden tractors as offered by Kubota, John Deere, Landini and New Holland.

The Electric OX multi purpose and towing models are in direct competition with gas and diesel products marketed through a long-serving network of manufacturers’ and independent dealerships. Within the multi purpose/utility functionality there are two distinct markets – the lawn & garden tractors and the commercial turf equipment. The following is the analysis of the competition in these two market segments:

Lawn & Garden Tractors - The major competitors in the riding lawn and garden tractor industry are large well-established companies, such as Husqvarna which owns MTD, American Yard Products (Sears) John Deere, Kubota and Toro. A movement towards big box store distribution has hurt traditional small independent dealers shifting product offerings towards low end, low priced equipment. Low priced equipment is of poor quality and is intended to be used solely for mowing. For example, expected life of the Yardworks tractors sold by Sears is 450 hours (Sears). Higher priced equipment is of greater quality, much greater life expectancy and offers more attachments to increase functionality. Horsepower is a poor indicator of price and functionality as lower priced products often offer high horsepower engines on a low quality frame and mowing deck. There are a growing number of battery powered small lawn tractors sold on the web. They are either special purpose built from the ground up, or knock-offs of the original GE Elec-Trak model.

Pricing - Pricing for a 20 hp tractor with mower varies between $1,500 and $15,000. At present pricing levels, the Electric OX MP with a mower is priced comparably with the mid-range to high end similar equipment. This pricing is acceptable for commercial operators who require durability and reliability. The Electric OX MP is at the high end of the consumer market, hence the need to develop the exclusive appeal of an All Electric Garden Tractor for homeowners with a green conscience, particularly early adaptors.

ETC Competitive Advantages – Quiet, no emissions, exceptional quality of cut. The front-mounted 3 blades rotating at 3900 RPM means a clean cut with no tire compression unevenness and a virtual mulch on discharge. In addition, the OX offers exceptional steering, traction and safety from rollovers on slopes and uneven terrain from its independent, direct drive motors and low center of gravity. The OX can power electric tools, multiple specialized equipment via the front-mount, Quick Attach system, no heat or vibrations to the driver all resulting in lower operating, maintenance and repair savings, with an expected life – 5,000 hours and higher particularly given its market first evolvability’ through modular upgrades.

 
10

 
 
Competitive Weaknesses – Limited gardening attachments are presently available such as no grass pick-up bagger, tiller, mulcher and only a single size mower deck (44”), runtime limitations and overnight recharging time.

Targets: High End consumers with estate lots of 1 acre or more, baby boomers into gardening as a retirement hobby, landscapers seeking a competitive advantage in appealing to ‘green’ clientele. Also public parks mandated to seek out electric utility vehicles.

Commercial Turf Equipment – Commercial turf mower equipment is manufactured by as many as 40 companies in the U.S. Although there are some major players, notably Toro, John Deere, Textron/Jacobsen and Excel/Hustler line, the commercial turf market is full of “look alike” machines from small regional manufacturers. Most equipment uses zero turning radius and a center-mounted deck design. The average mower deck size is 60”, a 30% wider cutting swath in each pass over the Electric Tractor’s 44” cutting width. Products are extremely rugged with quality measured by the thickness of sheet metal used in the body and the frame. Products are also designed to optimize operator productivity in terms of acres per hour cut.

Pricing – Pricing for commercial turf equipment with similar mowing capabilities ranges from $4,000 to $20,000. Commercial turf equipment buyers are accustomed to high equipment prices as larger turf equipment can cost as much as $40,000. For example,
Textron/Jacobsen’s new E-322 is an all-electric reel mower for greens only selling in the mid -$30,000 range with no hydraulics hence no risk of leaks. At proposed pricing levels, the Electric OX - MP is near the mid range. Feedback from commercial turf buyers indicates that most find the OX pricing acceptable at current levels.

ETC Competitive Advantage – Quiet, no emissions, exceptional steering and
driveability on slopes and uneven terrain, ability to run electric tools, quick attachment changes, major operating cost savings, maintenance and repair cost savings, no heat or vibrations to the driver, no storage or spillage of oil or gasoline (and adhering to stringent regulations relating to such storage).

Competitive Weaknesses – Less manoeuvrable tractor design runtime and 44” mower deck size limits commercial use to small property applications. Perceived lack of ruggedness will be addressed as a priority in the body redesign.

Targets: Institutions, resorts and campus environments that seek low noise and no emission property maintenance such as lawn care, snow removal and equipment transporting. Landscapers contracting their services and seeking a competitive advantage in appealing to ‘green’ clientele.

Towing Tractors – In the towing market, the Electric OX competes with gas, diesel and electric competitors used in indoor and combined indoor/outdoor applications such as transport terminals as baggage movers, theme parks as people movers and in greenhouses to move product.

Gas and Diesel Tractors are often used for greenhouse towing despite the obvious environmental issues where crops for human consumption are grown such as tomatoes, peppers and cucumbers. Without viable electric alternatives, high end John Deere and Kubota equipment is typically purchased. The Electric OX towing vehicle is priced to compete and win.

Pricing – comparable to the high end equipment usually purchased.

ETC Competitive Advantage – No emissions, quiet, instant on/no idling, significantly lower operating and maintenance costs. Push/Tow basic model has high torque and traction in a small footprint, easy to operate and tight turning radius.

Competitive Weaknesses – lack of market awareness, one size-one model.

Electric Tow Equipment – Sports arenas, convention centers, terminals and warehouses use electric towing equipment to avoid the build-up of noxious gas vapors. There are many manufacturers including Taylor Dunne, Cushman and the forklift manufacturers. Most of this equipment uses a very old, inefficient design. Most vehicles have hard wheels suitable only for indoor use and have a three-wheel design with a small flatbed for carrying.

Pricing – Pricing varies by capacity. Compared to the lowest priced model, the Electric OX™ is approximately $1,500 more expensive but has 33% more towing capability. Compared with similarly rated equipment, the Electric OX™ is priced comparably and often significantly less expensively depending on the brand.

 
11

 
 
ETC Competitive Advantages – Extremely long charge life (easily does a full 12 hour work day), exceptional pulling power (7,000-9,000 lbs), stable four wheel design, unique all terrain capabilities, simple operator controls, less maintenance than other electric designs.

Competitive Weaknesses – No flat-bed to carry items, turning radius marginally less than the three-wheel competitors, priced higher than the low end products.

Targets: Indoor operations such as greenhouses, convention centers, transportation terminals, hospitals, large government complexes that seek low noise and no emission transport of people, product and equipment.

Patents and Trademarks

The Company owns the following patents:

The patents for the ELECTRIC POWERED SMALL TRACTOR, Canadian Patent 2,162,687 (Filed 13 May 1994), US Patent 5,743,347 (filed 13 May 1994) and US Patent 6,089,341(filed 27 April 1998) are current.

The major patent claim: a drive system using two independent drive motors with an electronic differential and individual monitoring and control of speed during both acceleration and regenerative braking. The patents are in place for twenty years from filing date. The Core Technology is a patented electric drive system which optimizes both power and efficiency.

Quick Attach system for attachments (U.S. and Canada). The U.S. Patent number 5,738,176 granted (20 September 1995) for the unique automatic hitching system, which allows quick changing of attachments (less than 1 minute).

Rotary Device within a hollow drum (U.S. and Canada). The U.S. Patent number 6,212,799 granted (25 March 1999). This patent is for a beltless and chainless snow thrower attachment and walk behind snow thrower unit with other potential uses in all rotary equipment such as a rotary sweeper.

The trademarks for the Electric OX name and symbol have been filed in Canada and the United States.
 
DESCRIPTION OF PROPERTY

The issuer maintains 3,000 square feet of office and research and development space in Burlington, Ontario Canada. The rental cost is $1950,00 per month and we are on a month-to-month lease.

LEGAL PROCEEDINGS

There is no current pending or threatened litigation.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not quoted on any exchange or interdealer quotation system and there is no trading market for our common stock

 
12

 
 
Holders

As of November 1, 2010, we had approximately 1,200 holders of record of our common stock.

Dividends

We have not paid any cash dividends on our common stock since our inception and do not anticipate or contemplate paying dividends in the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Electric Tractor, Inc. (Formerly Tabularasa, Inc.)  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
 
Results of Operations for the 9 month Period ended September 30, 2010 and from Inception through December 31, 2009

Due to our lack of funds, our operations are very limited.  As a result, we realized no revenue from inception to the date of this registration statement.

Our largest expense was professional fees, which totaled $ 3,250 in the recent period and $2,799 from inception to December 31, 2009. We realized a net loss of $3,250 for the nine months ended September 30, 2010.  During the period from inception to December 31, 2009, we realized an accumulated deficit of $2,799.

Liquidity and Capital Resources
 
Since we initiated our business operations in 2009, our operations have been funded primarily by the private sale of equity to investors and loans from shareholders.  From inception through the period ended December 31, 2009, our operations were funded by financing and loans from management in the amount of $1,049. For the period from January 1, 2010 through September 30, 2010 we additional were funded by loans from management in the amount of $4,250.
 
We currently have very little cash on hand and no other liquid assets.  Therefore, in order to carry on our business, we must obtain additional capital.

We continue to actively seek investment capital.  At the present time, however, we have had limited commitments from funders to provide us any additional funds.

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 or results of operations.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.  There were no recent accounting pronouncements that are likely to have a material effect on the Company’s financial position or results of operations.

 
13

 
 
Plan of Operation

It is expected that the Company will require $2.5 million in investment over the next 2 years to execute the Company’s business plan. The initial use of proceeds is to upgrade components in our current controller. The Company is also updating the body design to provide improved curb appeal and driver ergonomics. Funds will also be used to finance the startup of the Motor and Gearbox manufacturing.

Premises for the assembly operation have been reserved in Niagara Falls, Ontario and will provide sufficient land for testing purposes. Engineering for the Manufacturing Lines has been secured.

Once a production schedule is secured, marketing management is prepared to contact the potential costumers and interested dealers who have previously contacted the Company.

The Company does not presently have any assurances that capital will be raised to carry out its Business plan. Unanticipated delays and problems in purchasing the Controller and motors may impact on the profitability and hence the operation of the startup sequence.

The Company currently has limited financial resources available. The Company's continued existence is strongly dependent upon its ability to raise capital and to successfully develop market and sell its products.  The Company plans to raise working capital through equity and/or debt offerings and future profitable operations.  However, the Company does not presently have any assurances that such additional capital is, or will be available.  There is a limited financial history of operations from which to evaluate our future prospects, including our ability to develop a wide base of customers for our products and services. We may encounter unanticipated problems, expenses and delays in marketing our products and services and securing additional customers. If we are not successful in developing a broad enough market for our products and services, our ability to generate sufficient revenue to sustain our operations would be adversely affected.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As of November 1, 2010, the current directors and executive officers of Electric Tractor who will serve until the next annual meeting of shareholders or until their successors are elected or appointed and qualified, are set forth below:

Name
 
Age
 
Position
Richard A. Zirger
  68  
CEO, Director

Richard A. Zirger
Chief Executive Officer, Director

 
14

 
 
In 1965 Richard Zirger entered the electronics industry in California, gaining significant manufacturing experience at companies such as ITT Communications Division, Gauss Electrophysics Inc. and Burroughs Corporation. In his early twenties, Mr. Zirger assumed the responsibility of Central Coordinator for seven Burroughs production plants around the world. In 1970, he was a key member of a Burroughs management team responsible for starting a new production facility in Mexico. On completion, Mr. Zirger returned to Canada, where he attended Queen’s University obtaining a Bachelor of Commerce degree in 1975. After articling with Arthur Anderson Chartered Accountants in Toronto Richard became comptroller for an automotive manufacturer and distributor in 1978. In 1980 he founded ELREG Distributors Ltd., a rotating electrical supply company, where he served as President and CEO for the past twenty-seven years. During this period of time Richard started or acquired a number of companies relating to the DC motor field. His interest in DC performance and technology provided a number of entrees to companies in the R&D stage where his unique ‘value-add’ led to becoming a significant member of the owner group. He has participated in the electric vehicle business for the past 35 years.  
 
EXECUTIVE COMPENSATION
 
Summary Compensation
 
The following table sets forth information concerning annual and long-term compensation provided to our Chief Executive Officer and each of the Company’s other most highly compensated executive officers who were serving as executive officers at September 30, 2010.  The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees. The following table sets forth all compensation awarded to, earned by, or paid by the Company since incpetions.

Summary Compensation Table for the Fiscal Years Ended March 31, 2009 and March 31, 2008
 
Executive (1)
 
Fiscal
Year
 
Salary
   
Bonus
   
Stock
Awards
   
Option
Awards
   
Other
Compensation
 
Richard Zirger
 
2010
   
-
     
-
     
-
     
-
     
-
 
Richard Zirger
 
2009
   
-
     
-
     
-
     
-
     
-
 

(1)  None of the current officers of the Company have employment agreements with the Company.

Option Grants to Our Named Executive Officers
 
No options have been granted to our named executive officers during the last two fiscal years.

Employment Agreements with Our Named Executive Officers

The Company has not entered into any compensation agreements with its current officers or directors.
 
Director Compensation

We have not paid any compensation to our directors (except named officers as set forth above) during the last two fiscal years.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
The information set forth in the table below regarding equity compensation plans (which include individual compensation arrangements) was determined as of September 30, 2009.

   
Number  of
securities
to be issued
upon exercise of outstanding
options, warrants
and rights
 
Weighted
average
exercise price
of outstanding
options, warrants
and rights
 
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
 
         
         
         
         
         
         
               
Equity compensation plans approved by security holders
   
0
 
N.A.
   
0
 
                   
Equity compensation plans not approved by security holders
   
0
 
N.A.
   
0
 
                   
TOTAL
   
0
 
N.A.
   
0
 

 
15

 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock beneficially owned as of February 11, 2010 by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares.

Name of  Beneficial Owner
 
Common Stock
Beneficially Owned
   
Percentage   of
Common Stock (1)
 
Richard Zirger (2) 3325 N Service Rd Unit 105 Burlington, ON L7N 3G2 Canada
   
7,126,273
     
75
%
                 
All officers and directors as a group (1 persons)
   
7,126,273
     
75
%
                 
Robert Matthies 600 Greenfield Ave. Apt. # 1701 Kitchener, ON N2C 2J9 Canada
   
1,312,000
     
13.8
%

(1)
Applicable percentage ownership is based on 9,487,016 shares of common stock outstanding as of November 1, 2010, together with securities exercisable or convertible into shares of common stock within 60 days of November 1, 2010 for each stockholder. Shares of common stock that are currently exercisable or exercisable within 60 days of November 1, 2010 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)
Includes 7,126,273 shares held by RA ZIRGER HOLDINGS INC.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

LEGAL MATTERS

Certain legal matters in connection with the securities will be passed upon for us by Jonathan D. Leinwand, P.A. Mr. Leinwand will not receive a direct or indirect interest in the issuer and has never been a promoter, underwriter, voting trustee, director, officer, or employee of our company.  Nor does Mr. Leinwand have any contingent based agreement with us or any other interest \ in  or  connection  to  us.

EXPERTS
 
The financial statements from inception through December 31, 2009 (of  Electric Tractor Corp., the accounting acquiror) included in this prospectus have been audited by Silberstein Ungar, PLLC, independent auditors, and have been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.  Silberstein Ungar, PLLC, has no direct or indirect interest in us, nor were they a promoter or underwriter.
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 
16

 
 
 

 
ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
 
 
 
 
 
 
 
F-1

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
SEPTEMBER 30, 2010
 
Balance Sheet as of September 30, 2010       F-3  
         
Statements of Operations for the nine months ended September 30, 2010 and for the period from August 14, 2006 (inception) to September 30, 2010     F-4  
         
Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2010     F-5  
         
Statements of Cash Flows for the nine months ended September 30, 2010 and for the period from August 14, 2006 (inception) to September 30, 2010     F-6  
         
 Notes to the Financial Statements     F-7- F-10  
 
 
F-2

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2010

   
September 30,
2010
 
ASSETS
     
Current Assets
     
Cash and cash equivalents
  $ -0-  
         
Other Assets
       
     Patents and technologies
    10,000  
         
         
TOTAL ASSETS
  $ 10,000  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
         
LIABILITIES
       
Current Liabilities
       
Accrued expenses
  $ 750  
Advances from officer
    4,250  
Total Liabilities
    5,000  
         
STOCKHOLDERS’ EQUITY
       
Common stock, $.001 par value, unlimited amount of shares authorized, 9,487,016 shares issued and outstanding
    9,487  
Additional paid-in capital
    1,562  
Deficit accumulated during the development stage
    (6,049 )
Total Stockholders’ Equity
    5,000  
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 10,000  
 
See accompanying notes to financial statements.
 
 
F-3

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
FOR THE PERIOD FROM AUGUST 14, 2006 (INCEPTION) TO SEPTEMBER 30, 2010

   
Nine months
ended
September 30,
2010
   
Period from
 August 14,
2006
(Inception) to
September 30,
2010
 
REVENUES
  $ 0     $ 0  
                 
OPERATING EXPENSES
               
Professional fees
    3,250       6,049  
TOTAL OPERATING EXPENSES
    3,250       6,049  
                 
NET LOSS BEFORE INCOME TAXES
    (3,250 )     (6,049 )
                 
PROVISION FOR INCOME TAXES
    0       0  
                 
NET LOSS
  $ (3,250 )   $ (6,049 )
                 
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )        
                 
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
    9,425,608          

See accompanying notes to financial statements.
 
 
F-4

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

   
Common stock
   
 
 
Additional
paid-in
   
Deficit
accumulated
 during the
development
       
   
Shares
   
Amount
   
capital
   
Stage
   
Total
 
Balance – January 1, 2010
    1,048,743     $ 1,049     $ -     $ (2,799 )   $ (1,750 )
                                         
Common shares issued in exchange for assets
    8,438,273       8,438       1,562       -       10,000  
                                         
Net loss for the nine months ended September 30, 2010
    -       -       -       (3,250 )     (3,250 )
                                         
Balance, September 30, 2010
    9,487,016     $ 9,487     $ 1,562     $ (6,049 )   $ 5,000  
 
See accompanying notes to financial statements.

 
F-5

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
FOR THE PERIOD FROM AUGUST 14, 2006 (INCEPTION) TO SEPTEMBER 30, 2010

   
Nine months
ended
September 30,
2010
   
Period from
August 14,
2006
(Inception) to September 30,
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (3,250 )   $ (6,049 )
Changes in assets and liabilities:
               
Increase (decrease) in accrued expenses
    (1,000 )     750  
CASH FLOWS USED IN OPERATING ACTIVITIES
    (4,250 )     (5,299 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
      Advances received from officer
    4,250       4,250  
      Proceeds from sale of common stock
    -0-       1,049  
CASH FLOWS FROM FINANCING ACTIVITIES
    4,250       5,299  
                 
NET INCREASE IN CASH
    -0-       -0-  
Cash, beginning of period
    -0-       -0-  
Cash, end of period
  $ -0-       -0-  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
  $ 0     $ 0  
Income taxes paid
  $ 0     $ 0  
                 
NON-CASH FINANCING TRANSACTIONS:
               
Common shares issued in exchange for assets
  $ 10,000     $ 10,000  

See accompanying notes to financial statements.
 
 
F-6

 
 
ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
The Company was incorporated in the State of Wyoming on August 14, 2006 as Tabularasa Corp. The Company owns a proprietary Plastic Formula that converts scrap plastic into all home decorative moldings such as chair rails, crown molding and baseboards etc.

On January 2, 1010, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Electric Tractor Corp. (”ETC”) and acquired patents and technology assets of ETC in exchange for 8,438,273 common shares of the Company. The Company intends to become a manufacturer of advanced eco-friendly electric-powered utility tractors and attachments.

On March 11, 2010, the Company changed its name to Electric Tractor Corp..

Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet.  Actual results could differ from those estimates.

Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Income Tax
Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
 
 
F-7

 
 
ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2010


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments
The Company’s financial instruments consist of accrued expenses and advances received from an officer. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. At September 30, 2010, the Company had $-0- of cash.

Stock-based Compensation.
For the periods ended September 30, 2010, the Company has not issued any share-based payments to its employees.  Under the modified prospective method the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value.

Impairment of Long-Lived Assets
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.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $-0- during the period ended September 30, 2010.

Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 
F-8

 
 
ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2010

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has no revenues as of September 30, 2010.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – ACCRUED EXPENSES
 
At September 30, 2010, the Company has accrued fees owed to its outside accounting firm of $750 for services related to the periods ended September 30, 2010.

NOTE 4 – INCOME TAXES

The provision for Federal income tax consists of the following:

   
September 30, 2010
 
Federal income tax benefit attributable to:
     
Current loss from operations
  $ 1,105  
Less: valuation allowance
    (1,105 )
Net provision for Federal income taxes
  $ -  

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

   
September 30, 2010
 
Deferred tax asset attributable to:
     
Net operating loss carryover
  $ 2,057  
Less: valuation allowance
    (2,057 )
Net deferred tax asset
  $ -  

At September 30, 2010, the Company had an unused net operating loss carryover approximating $6,049 that is available to offset future taxable income; it expires beginning in 2028.
 
 
F-9

 

ELECTRIC TRACTOR CORP.
FORMERLY KNOWN AS TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2010

NOTE 5 – ADVANCES FROM OFFICER

An officer of the Company has advanced funds to be used for working capital.  The amounts received are due on demand, non-interest bearing, and unsecured.  The total advances  received and due back to the officer totaled $4,250 at September 30, 2010.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to September 30, 2010 to November 4, 2010, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
 
 
F-10

 
 
 
 
 

TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2009
 
 
 
 
 
 
 
 
F-11

 

TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
DECEMBER 31, 2009
 
Report of Independent Registered Public Accounting Firm     F-13  
         
Balance Sheet as of December 31, 2009     F-14  
         
Statements of Operations for the year ended December 31, 2009 and for the period from August 14, 2006 (inception) to December 31, 2009     F-15  
         
Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2009    
F-16
 
         
Statements of Cash Flows for the year ended December 31, 2009 and for thep eriod from August 14, 2006 (inception) to Dcember 31, 2009     F-17  
         
Notes to the Financial Statements    
F-18 - F-21
 
 
 
F-12

 
 
Silberstein Ungar, PLLC CPAs and Business Advisors 

 
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
 

Stockholders and Board of Directors
Tabularasa Corp.
Cheyenne, Wyoming
 
We have audited the accompanying balance sheet of Tabularasa Corp. as of December 31, 2009, and the related statements of operations, stockholder’s equity, and cash flows for the period then.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tabularasa Corp. as of December 31, 2009, and the results of its operations and cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Tabularasa Corp. will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Silberstein Ungar, PLLC  
Silberstein Ungar, PLLC  
 
Bingham Farms, Michigan
October 18, 2010
 
 
F-13

 
 
TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2009

   
December 31,
2009
 
ASSETS
Current Assets
     
Cash and cash equivalents
  $ -0-  
         
TOTAL ASSETS
  $ -0-  
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
LIABILITIES
       
Current Liabilities
       
Accrued expenses
  $ 1,750  
Total Liabilities
    1,750  
         
STOCKHOLDERS’ DEFICIT
       
Common stock, $.001 par value, unlimited amount of shares authorized, 1,048,743 shares issued and outstanding
    1,049  
Deficit accumulated during the development stage
    (2,799 )
Total Stockholders’ Deficit
    (1,750 )
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -0-  
 
See accompanying notes to financial statements.
 
 
F-14

 

TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
FOR THE PERIOD FROM AUGUST 14, 2006 (INCEPTION) TO DECEMBER 31, 2009

   
Year ended
December 31,
2009
   
Period from
August 14,
2006
 (Inception) to
December 31,
2009
 
REVENUES
  $ 0     $ 0  
                 
OPERATING EXPENSES
               
Professional fees
    1,750       2,799  
TOTAL OPERATING EXPENSES
    1,750       2,799  
                 
NET LOSS BEFORE INCOME TAXES
    (1,750 )     (2,799 )
                 
PROVISION FOR INCOME TAXES
    0       0  
                 
NET LOSS
  $ (1,750 )   $ (2,799 )
                 
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )        
                 
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
    1,048,707          
 
See accompanying notes to financial statements.
 
 
F-15

 

TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2009

   
 
 
Common stock
   
    Additional
paid-in
capital
   
Deficit
accumulated
during the
development
stage
   
Total
 
   
Shares
   
Amount
             
Balance – January 1, 2009
    1,048,707     $ 1,049     $ -     $ (1,049 )   $ -  
                                         
Common shares issued for cash
    36       -       -       -       -  
                                         
Net loss for the year ended December 31, 2009
    -       -       -       (1,750 )     (1,750 )
                                         
Balance, December 31, 2009
    1,048,743     $ 1,049     $ -     $ (2,799 )   $ (1,750 )

See accompanying notes to financial statements.
 
 
F-16

 

TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2009
FOR THE PERIOD FROM AUGUST 14, 2006 (INCEPTION) TO DECEMBER 31, 2009

   
Year ended
December 31,
2009
   
Period from
August 14,
2006
(Inception) to
December 31,
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (1,750 )   $ (2,799 )
Changes in assets and liabilities:
               
Increase in accrued expenses
    1,750       1,750  
CASH FLOWS USED IN OPERATING ACTIVITIES
    -0-       (1,049 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from sale of common stock
    -0-       1,049  
CASH FLOWS FROM FINANCING ACTIVITIES
    -0-       1,049  
                 
NET INCREASE IN CASH
    -0-       -0-  
Cash, beginning of period
    -0-       -0-  
Cash, end of period
  $ -0-       -0-  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
  $ 0     $ 0  
Income taxes paid
  $ 0     $ 0  
 
See accompanying notes to financial statements.
 
 
F-17

 

TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
Tabularasa Corp. (the “Company”) was incorporated in the State of Wyoming on August 14, 2006. The Company owns a proprietary Plastic Formula that converts scrap plastic into all home decorative moldings such as chair rails, crown molding and baseboards etc.

Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet.  Actual results could differ from those estimates.

Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Income Tax
Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
 
 
F-18

 

TABULARASA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments
The Company’s financial instruments consist of accrued expenses. The carrying amount of this financial instrument approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. At December 31, 2009, the Company had $-0- of cash.

Stock-based Compensation.
For the period ended December 31, 2009, the Company has not issued any share-based payments to its employees.  Under the modified prospective method the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value.

Impairment of Long-Lived Assets
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.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $-0- during the period ended December 31, 2009.

Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 
F-19

 

TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has no revenues as of December 31, 2009.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – ACCRUED EXPENSES

At December 31, 2009, the Company has accrued fees owed to its outside accounting firm of $1,750 for services related to its year ended December 31, 2009.

NOTE 4 – INCOME TAXES

The provision for Federal income tax consists of the following:

   
December 31,
2009
 
Refundable Federal income tax attributable to:
     
Current loss from operations
  $ 595  
Less: valuation allowance
    (595 )
Net provision for Federal income taxes
  $ -  

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

   
December 31,
2009
 
Deferred tax asset attributable to:
     
Net operating loss carryover
  $ 952  
Less: valuation allowance
    (952 )
Net deferred tax asset
  $ -  

At December 31, 2009, the Company had an unused net operating loss carryover approximating $2,799 that is available to offset future taxable income; it expires beginning in 2028.
 
 
F-20

 

TABULARASA CORP.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 6 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to December 31, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements other than those disclosed below.

On January 2, 1010, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Electric Tractor Corp. (”ETC”) and acquired certain assets of ETC in exchange for 8,438,723 common shares of the Company.
 
 
F-21

 
 
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various costs and expenses in connection with the sale and distribution of the Common Stock being registered.  All amounts shown are estimates except the Securities and Exchange Commission registration fee.
 
   
Amount to 
be paid
 
SEC Registration Fee
 
$
3
 
Printing and Edgarizing  expenses
 
$
2,000
 
Legal  fees and expenses
 
$
15,000
 
Accounting fees and expenses
 
$
3,000
 
Transfer agent
 
$
500
 
Stock certificates
 
$
200
 
Miscellaneous
 
$
97
 
         
Total
 
$
20,800
 

INDEMNIFICATION OF  DIRECTORS  AND  OFFICERS

Section 17-16-851 to 17-16-859 inclusive of the Business Corporation Law of Wyoming permits indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. The Company’s Certificate of Incorporation and Bylaws require the Registrant to indemnify its officers, directors and employees to the fullest extent permitted by law, including full or partial indemnification for any judgment, settlement or related expense. In addition, advances of expenses to officers and directors are permitted upon an undertaking by the person to be indemnified to repay all such expenses if he or she is ultimately found not to be entitled to indemnification. The indemnification provision in the Company’s Certificate of Incorporation applies to all actions and proceedings including those brought by or in the right of the Company. Directors and officers remain liable for acts and omissions not in good faith or which involve intentional misconduct and transactions from which such officer or director derives improper personal benefit. The Company does not maintain insurance to cover directors and officers against liability which they may incur in such capacity.

Exhibits and Financial Statement Schedules.

Articles of Incorporation of Electric Tractor Corp. as amended (the “Company”).
 
-
Certificate of Incorporation dated 8/14/2006
 
-
Certificate of Amendment of Certificate of Incorporation dated March 19, 2010.

By-laws

Opinion of Jonathan D. Leinwand, PA (including consent of Jonathan D. Leinwand, P.A.)
   
Asset Purchase Agreement between Electric Tractor Corp. and Tabularasa Corp. dated January 2, 2010

List of Subsidiaries

Consent of Auditors

23.2
Consent Jonathan D. Leinwand, P.A. (contained in Opinion on Legality filed as Exhibit 5.1).
 
 
II-1

 

UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)   That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4)   That, for the purposes of determining liability under the Securities Act of 1933 to any purchaser
 
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of this registration as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a) (1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be a part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in this prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however; that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 

 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Burlington, Province of Ontario, Canada on December 2, 2010.
 
  ELECTRIC TRACTOR CORP.  
       
 
By:
/s/ Richard Zirger  
    Richard Zirger, CEO, Principal Executive Officer &  
    Principal Accounting Officer  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Richard Zirger
 
CEO, Director
 
December 2, 2010
Richard Zirger
       
 
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