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EX-31.1 - Green Automotive Cov222771_ex31-1.htm
EX-32.1 - Green Automotive Cov222771_ex32-1.htm

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

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

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

 For the transition period from ______to______.

Commission file number:000-54049

MATTER OF TIME I CO.
(Exact name of registrant as specified in its charter)

Nevada
27-2564032
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

101 Montgomery Street, Suite 2650
San Francisco, CA  94104
(Address of principal executive offices including zip code)

415-955-8900
(Registrant 's telephone number, including area code)

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o

The number of shares outstanding of the registrant’s common stock, par value $0.001, on May 16, 2011 was 200,000 shares.
 
 
 

 

MATTER OF TIME I CO
Quarterly Period Ended March 31, 2011

INDEX

PART I.
FINANCIAL INFORMATION
1
     
Item 1.
Financial Statements (Unaudited)
1
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
5
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
6
     
Item 4.
Controls and Procedures
6
     
PART II.
OTHER INFORMATION
7
     
Item 1.
Legal Proceedings
7
     
Item 1A.
Risk Factors
7
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
7
     
Item 3.
Defaults Upon Senior Securities
7
     
Item 4.
(Removed and Reserved)
7
     
Item 5.
Other Information
7
     
Item 6.
Exhibits
8
     
SIGNATURES
9

 
 

 
 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
 
MATTER OF TIME I CO.
(A DEVELOPMENT STAGE COMPANY)
 
BALANCE SHEET
(Unaudited) 
 
   
March 31,
   
December 31,
 
   
2011
   
2010
 
ASSETS
 CURRENT ASSETS
           
  Cash
  $ 1,354     $ 252  
  Prepaid assets
    2,250       -  
                 
  TOTAL ASSETS
  $ 3,604     $ 252  
                 
                            LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
 CURRENT LIABILITIES
               
   Account payable
  $ 1,000     $ 500  
   Account payable - related party
    1,434       1,339  
   Accrued income taxes
    800       800  
     Total Current Liabilities
    3,234       2,639  
                 
   Unsecured promissory note - related party
    6,028       -  
                 
 COMMITMENTS AND CONTINGENCIES
    -       -  
                 
 STOCKHOLDERS' EQUITY
               
 Preferred Stock 10,000,000 shares authorized, none issued and outstanding
    -       -  
 Common stock, $0.001 par value, 100,000,000 shares authorized, 200,000
    -       -  
    shares issued and outstanding
    200       200  
 Additional paid-in capital
    11,800       11,800  
 Deficit accumulated during the development stage
    (17,658 )     (14,387 )
     Total Stockholders' Equity
    (5,658 )     (2,387 )
                 
 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 3,604     $ 252  
 
See accompanying notes to the unaudited financial statements.
 
 
1

 
 
MATTER OF TIME I CO.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF OPERATIONS
(Unaudited) 
 
   
For the three months ended
   
For the period from
April 28, 2010
(Inception) through
 
   
March 31, 2011
   
March 31, 2011
 
                 
REVENUE
  $ -     $ -  
                 
COSTS AND OPERATING EXPENSES
               
  General and administrative expenses
    3,271       16,858  
     Total Operating Expenes
    3,271       16,858  
                 
NET LOSS BEFORE INCOME TAXES
    (3,271 )     (16,858 )
                 
 Income tax provision
    -       800  
                 
NET LOSS
  $ (3,271 )   $ (17,658 )
                 
Net loss per common share - basic and diluted
  $ (0.02 )   $ (0.10 )
                 
Weighted average number of common shares
               
 outstanding - basic and diluted
    200,000       173,887  

See accompanying notes to the unaudited financial statements.
 
 
2

 

MATTER OF TIME I CO.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS
(Unaudited) 
 
   
For the three months ended March 31, 2011
   
For the period from
April 28, 2010
(Inception) through
March 31, 2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net loss
  $ (3,271 )   $ (17,658 )
   Adjustments to reconcile net loss to net cash used in
               
   operating activities
               
   Common stock issued for services
    -       6,000  
   Changes in operating assets and liabilities
               
     Prepaid Assets
    (2,250 )     (2,250 )
     Accounts payable
    500       1,000  
     Accounts payable - related party
    95       1,434  
     Accrued taxes payable
    -       800  
     Accrued interest expense
    28       28  
        Net Cash Used in Operating Activities
    (4,898 )     (10,646 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Borrowings under notes
    6,000       6,000  
   Issuance of common stock
    -       6,000  
        Net Cash Provided by Financing Activities
    6,000       12,000  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    1,102       1,354  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    252       -  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 1,354     $ 1,354  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
               
                 
   Interest paid
  $ -     $ -  
   Income taxes
  $ -     $ -  
 
See accompanying notes to the unaudited financial statements.
 
 
3

 
 
MATTER OF TIME I CO.
(A DEVELOPMENT STAGE COMPANY)
March 31, 2011

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(Unaudited) 
 
 
Note 1 – Basis of Presentation
 
The accompanying unaudited interim financial statements of Matter of Time I Co. (“we” or “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Matter of Time I Co’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010 as reported in the Form 10-K have been omitted.
 
Note 2 – Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern.  As reflected in the accompanying financial statements, we had negative working capital of $370 at March 31, 2011, a deficit accumulated during the development stage of $17,658 at March 31, 2011, and a net loss from operations of $3,271 for the three months then ended.

While we attempt to commence operations and generate revenues, our cash position may not be sufficient enough to support our daily operations.  We intend to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern.  While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect.  Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Note 3 – Related Party Transaction

We have been provided office space and legal services by our Chief Executive Officer at no cost. We determined that such cost is nominal and did not recognize the rent expense or legal expense in our financial statements.  Additionally, our President and Chief Executive Officer is also the principal in the firm The Crone Law Group.  The Crone Law Group paid business license and operating expenses on our behalf in the amount of $1,434 for the three months ended March 31, 2011.  
 
On March 14, 2011, we borrowed $6,000 from The Crone Law Group, a related party.  The unsecured promissory note matures and becomes due and payable on March 13, 2012.  Interest accrues on the note on the unpaid principal balance at a rate of 10% per annum and is pro-rated for partial periods.  At March 31, 2011, we had $6,028 outstanding under the promissory note including accrued interest of $28.
 
 
4

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Business

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:

 
·
filing of Exchange Act reports, and

 
·
consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
 
Our officers and director have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
 
 
5

 

Results of Operations

As reflected in the accompanying financial statements, we had in working capital $370 at March 31, 2011, a deficit accumulated during the development stage of $17,658 at March 31, 2011, and a net loss from operations of $3,271 for the three months ended March 31, 2011.

Liquidity and Capital Resources

For the three month ended March 31, 2011, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.  However, our shareholders are under no obligation to provide such funding.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $17,658 from inception, and used no cash in operations for the period from April 28, 2010 (inception) to March 31, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required
 
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report on Form 10-Q (the “Evaluation Date”). The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were operating effectively.

Changes in Internal Control over Financial Reporting.

There have been no significant changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
 
6

 

Limitations on the Effectiveness of Disclosure Controls and Procedures.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Presently, we are not a party and none of our property is subject to any pending legal proceedings, and we know of no proceedings that are threatened or contemplated against us.

Item 1 A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults on Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None
 
 
7

 

Item 6. Exhibits

(a)           Exhibits

31.1
 
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
     
31.2
 
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

 
8

 

SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 
MATTER OF TIME I CO.
     
Dated: May 16, 2011
By:
/s/ Mark E. Crone
   
Mark E. Crone
Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)
 
 
9