Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2011
Commission file number 333-169251
Greentech Transportation Industries Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
7000 Merrill Avenue, Suite 31
Chino, CA 91710
(Address of principal executive offices, including zip code)
Telephone (909) 614-7007 Facsimile (909) 614-7007
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]
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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,000,000 shares as of June 7, 2011
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended April 30, 2011,
prepared by the company, immediately follow.
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GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
April 30, July 31,
2011 2010
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 3,458 $ 20,000
-------- --------
TOTAL CURRENT ASSETS 3,458 20,000
-------- --------
TOTAL ASSETS $ 3,458 $ 20,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,160 $ --
Loan Payable - Related Party 801 801
-------- --------
TOTAL CURRENT LIABILITIES 2,961 801
TOTAL LIABILITIES 2,961 801
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 150,000,000 shares
authorized; 20,000,000 shares issued and outstanding
as of April 30, 2011 and July 31, 2010 20,000 20,000
Deficit accumulated during development stage (19,504) (801)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 497 19,199
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,458 $ 20,000
======== ========
See Notes to Financial Statements
3
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
June 25, 2010
Three Months Nine Months (inception)
ended ended through
April 30, April 30, April 30,
2011 2011 2011
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
EXPENSES
General & Administrative Expenses 713 9,203 10,004
Professional Fees 2,000 9,500 9,500
------------ ------------ ------------
TOTAL EXPENSES 2,713 18,703 19,504
------------ ------------ ------------
NET INCOME (LOSS) $ (2,713) $ (18,703) $ (19,504)
============ ============ ============
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 20,000,000 20,000,000
============ ============
See Notes to Financial Statements
4
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
June 25, 2010
Nine Months (inception)
ended through
April 30, April 30,
2011 2011
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(18,703) $(19,504)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 2,160 2,160
Loan Payable - Related Party -- 801
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (16,543) (16,543)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 20,000
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 20,000
-------- --------
NET INCREASE (DECREASE) IN CASH (16,543) 3,458
CASH AT BEGINNING OF PERIOD 20,000 --
-------- --------
CASH AT END OF PERIOD $ 3,458 $ 3,458
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
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GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
April 30, 2011
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Greentech Transportation Industries Inc. (the Company) was incorporated under
the laws of the State of Nevada on June 25, 2010. The Company was formed to
engage in distributing competitively priced eco friendly low emission city
transit buses, luxury motor coaches, recreational vehicles, automobiles and
personal pleasure vehicles to the global market place with an initial emphasis
on the Americas to meet environmental policy requirements.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business
plan. The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected July 31, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
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GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
April 30, 2011
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
H. NEW ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from June 25, 2010 (inception)
to April 30, 2011 and generated a net loss of $19,504. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company is currently in the development stage and has minimal expenses.
Management does not believe that the Company's current cash of $3,458 is not
sufficient to cover the expenses they will incur during the next twelve months.
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GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
April 30, 2011
--------------------------------------------------------------------------------
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Ian McAvoy,
an officer and director of the Company, will provide the Company with use of
office space and services free of charge. The Company's sole officer and
director is involved in other business activities and may in the future, become
involved in other business opportunities as they become available. Thus he may
face a conflict in selecting between the Company and his other business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
After the completion of the Company's current S-1 offering, Ian B. McAvoy, an
executive officer and director, will own 66.6% of its common stock. He will have
a significant influence in determining the outcome of all corporate
transactions, including approval of significant corporate transactions, changes
in control of the company or other corporate matters. He could make decisions
without regard to the interests of minority shareholders.
As of April 30, 2011, $801 is owed to Phillip Oldridge and is non interest
bearing with no specific repayment terms.
NOTE 6. INCOME TAXES
As of April 30, 2011
--------------------
Deferred tax assets:
Net operating tax carryforwards $ 6,631
Other 0
-------
Gross deferred tax assets 6,631
Valuation allowance (6,631)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
8
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
April 30, 2011
--------------------------------------------------------------------------------
NOTE 7. NET OPERATING LOSSES
As of April 30, 2011, the Company has a net operating loss carryforward of
approximately $19,504. Net operating loss carryforwards expire twenty years from
the date the losses were incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On Jun 25, 2010 the Company issued a total of 20,000,000 shares of common stock
to one director for cash at $0.001 per share for a total of $20,000.
As of April 30, 2011 the Company had 20,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of April 30, 2011:
* Common stock, $ 0.001 par value: 150,000,000 shares authorized;
20,000,000 shares issued and outstanding.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
RESULTS OF OPERATIONS
We are a development stage company and have generated no revenue to date. We
have incurred $19,504 in expenses through April 30, 2011. We have sold $20,000
in equity securities to pay for our minimum level of operations.
On January 19, 2011 our Registration Statement on Form S-1, filed with the
Securities and Exchange Commission, was declared effective, registering
10,000,000 shares of common stock at $0.01 per share to raise $100,000. We have
not yet sold any shares pursuant to the offering which will expire on July 7,
2011, unless extended by our Board of Directors for an additional 90 days.
We incurred operating expenses of $2,713 and $18,703 for the three months and
nine months ended April 30, 2011, respectively. These expenses consisted of
general operating expenses and professional fees incurred in connection with the
day to day operation of our business.
Our current cash balance is $3,458 with $2,961 in outstanding liabilities. We
believe our cash balance along with loans from our director is sufficient to
fund our limited levels of operations until we receive funding. If we experience
a shortage of funds prior to funding we may utilize funds from our directors,
who have informally agreed to advance funds to allow us to operate in a limited
scenario; however they have no formal commitment, arrangement or legal
obligation to advance or loan funds to the Company. In order to achieve our
business plan goals, we will need the funding from our offering.
10
The following table provides selected financial data about our company for April
30, 2011.
Balance Sheet Data: 4/30/11
------------------- -------
Cash $3,458
Total assets $3,458
Total liabilities $2,961
Shareholders' equity $ 497
On February 28, 2011, Phillip W. Oldridge resigned as Principle Executive
Officer and Director of the Company and David Oldridge resigned as Director of
the Company. Additionally, effective February 28, 2010, Ian B. McAvoy, the
Principal Financial Officer and a Director of the Company was appointed as
Principle Executive Officer of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at April 30, 2011 was $3,458 with $2,961 in outstanding
liabilities. Of the outstanding liabilities there is $801 in loan payable to a
former director. The amount is non-interest bearing with no specific terms of
repayment. We are a development stage company and have generated no revenue
since inception to April 30, 2011.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin selling the products we plan distribute. There is no assurance we will
ever reach that point.
PLAN OF OPERATION
We initially plan to market and distribute the GTI brand vehicles in the
Americas as this market has the largest demand for eco tech equipment at this
time. We will fulfill all customer orders from our offices in Chino, California,
USA. For initial orders in Latin America the equipment will be shipped complete
to the country of order, as the Chinese buses currently meet all requirements in
the Latin American market. Later equipment for North American orders will be
shipped on pallets from Asia to Long Beach, California, USA and final assembly
will be completed in the USA to meet federal "Buy America" requirements, with
the Chinese manufacturing entity being responsible for final assembly. The
equipment will then be shipped by truck or rail to its final destination in
North America.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12 month budget is based on minimum operations
which will be completely funded by the $100,000 raised through our offering. If
we begin to generate profits we will increase our sales activity accordingly. We
11
estimate sales to begin within 12 to 18 months. Because our business is
client-driven, our revenue requirements will be reviewed and adjusted based on
sales. The costs associated with operating as a public company are included in
our budget. Management will be responsible for the preparation of the required
documents to keep the costs to a minimum.
We plan to complete our 12 month milestones, after receiving funding from this
offering, as follows:
First Quarter: (currently estimated to be February 2011 - April 2011)
Total First Quarter Costs $0
Second Quarter: (currently estimated to be May 2011 - July 2011)
Travel to finalize exclusive distribution contracts. Travel costs $5,000
Hire consultant for webpage optimization and creation of marketing materials. Marketing costs $4,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Set up office and hire administrative employee. Administrative costs $11,500
First prototype anticipated to be shipped to the USA: March 2011 (No cost to Company)
Advertising to cities & municipalities Advertising costs $3,000
Travel to finalize low/sealed bid contracts. Travel costs $4,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Salary for administrative employee and office costs. Administrative costs
$9,500
First Latin American Sale: July 2011
Total Second Quarter Costs $49,000
Third Quarter: (currently estimated to be August 2011 - October 2011)
Advertising to cities & municipalities Advertising costs $3,000
Travel to finalize low/sealed bid contracts and visit China manufacturers Travel costs $6,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Salary for administrative employee and office costs. Administrative costs $9,500
Total Third Quarter Costs $25,500
Fourth Quarter: (currently estimated to be November 2011 - January 2012)
Advertising to cities & municipalities Advertising costs $4,000
Travel to finalize low/sealed bid contracts Travel costs $3,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial audit and attorney fees Legal & Acctg costs $7,000
Salary for administrative employee and office costs. Administrative costs $9,500
First North American Sale: December 2011
Total Fourth Quarter Costs $25,500
12
If the Company has customers or revenue during this 12-month period, the
business plan may change or be accelerated. There can, however, be no assurance
that the Company will have either customers or revenue. Typically the low/sealed
bid process includes a 20-30% down payment at the time of order and the
remaining Cash on Delivery terms. On large production orders progress payments
based upon production milestones are utilized. Production of a new bus generally
takes 2 months with overseas shipping taking 1 month. For the initial orders
into the Latin American market, with complete buses being delivered, lead time
on an order would therby be a minimum of 3 months before GTI would receive full
payment.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
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 and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended April 30, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-169251, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on June 7, 2011.
Greentech Transportation Industries, Inc., Registrant
By: /s/ Ian B. McAvoy
--------------------------------------------------
Ian B. McAvoy, Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer and Sole Director
In accordance with the requirements of the Securities Act of 1933, this report
was signed by the following persons in the capacities and dates stated.
Name Title Date
---- ----- ----
Ian B. McAvoy Principal Executive Officer, June 7, 2011
--------------------------- Principal Accounting & Financial
Ian B. McAvoy Officer & Director
1
