Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2011
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 333-157459
----------
ECOLIVEGREEN CORP.
------------------
(Exact name of registrant as specified in its charter)
FLORIDA 26-3941151
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7076 SPYGLASS AVENUE PARKLAND, FL 33076
--------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (954) 599-3672
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
PREFERRED STOCK PAR VALUE $0.001 NONE
COMMON STOCK PAR VALUE $0.001 NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
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. [X] Yes [ ] 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). [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
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 Act). [ ] Yes [X] No
As of December 31, 2011, the aggregate market value of such shares held by
non-affiliates of the Registrant's common stock was approximately $180,000.
Shares of the Registrant's common stock held by each executive officer and
director have been excluded in that such persons may be deemed to be affiliates
of the Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OF STOCK SHARES AS OF JANUARY 4, 2012
--------------------------------- ---------------------------
Preferred Stock, $0.001 par value 0
Common Stock, $0.001 par value 14,377,500
ECOLIVEGREEN CORP.
FORM 10-K
For the Fiscal Period Ended December 31, 2011
TABLE OF CONTENTS
Page
----
Cautionary Note Regarding Forward-Looking Statements ....................... 3
Availability Of Information ................................................ 4
PART I
Item 1. Business ..................................................... 5
Item 1A. Risk Factors ................................................. 10
Item 1B. Unresolved Staff Comments .................................... 14
Item 2. Properties ................................................... 14
Item 3. Legal Proceedings ............................................ 14
Item 4. Submission Of Matters To A Vote Of Security Holders .......... 14
PART II
Item 5. Market For Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities ......... 15
Item 6. Selected Financial Data ...................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................. 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ... 19
Item 8. Financial Statements and Supplementary Data .................. 19
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure .................................. 19
Item 9A. Controls and Procedures ...................................... 19
Item 9B. Other Information ............................................ 21
PART III
Item 10. Directors, Executive Officers and Corporate Governance ....... 21
Item 11. Executive Compensation ....................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters ................ 26
Item 13. Certain Relationships and Related Transactions ............... 27
Item 14. Principal Accounting Fees and Services ....................... 27
PART IV
Item 15. Exhibits - Financial Statement Schedules ..................... 28
OTHER
Signatures ............................................................ 28
- 2 -
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking" statements as defined in Section 27A of the Securities Act of
1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements include, but
are not limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements relating to our
future activities or other future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. Forward-looking statements
can be identified by, among other things, the use of forward-looking language,
such as the words "plan," "believe," "expect," "anticipate," "intend,"
"estimate," "project," "may," "will," "would," "could," "should," "seeks," or
"scheduled to," or other similar words, or the negative of these terms or other
variations of these terms or comparable language, or by discussion of strategy
or intentions. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Annual Report on Form 10-K, including the risks described
under "Risk Factors," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in this report and in other documents which
we file with the Securities and Exchange Commission. In addition, such
statements could be affected by risks and uncertainties related to our ability
to raise any financing which we may require for our operations, competition,
government regulations and requirements, pricing and development difficulties,
our ability to make acquisitions and successfully integrate those acquisitions
with our business, as well as general industry and market conditions and growth
rates, and general economic conditions. Any forward-looking statements speak
only as of the date on which they are made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this report.
This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties, and relate to future events or our future financial or
operating performance. These statements include, but are not limited to,
statements concerning:
o the anticipated benefits and risks of our business relationships;
o our ability to attract retail and business customers;
o the anticipated benefits and risks associated with our business strategy;
o our future operating results;
o the anticipated size or trends of the market segments in which we compete
and the anticipated competition in those markets;
- 3 -
o potential government regulation;
o our future capital requirements and our ability to satisfy our capital
needs;
o the potential for additional issuances of our securities;
o our plans to devote substantial resources to our sales and marketing
teams;
o the possibility of future acquisitions of businesses, products or
technologies;
o our belief that we can attract customers in a cost-efficient manner;
o our belief that current or future litigation will likely not have a
material adverse effect on our business;
o the ability of our online marketing campaigns to be a cost-effective
method of attracting customers;
o our belief that we can internally develop cost-effective branding
campaigns;
o the results of upgrades to our infrastructure and the likelihood that
additional future upgrades can be implemented without disruption of our
business;
o our belief that we can maintain or improve upon customer service levels
that we and our customers consider acceptable;
o our belief that our information technology infrastructure can and will
support our operations and will not suffer significant downtime;
o statements about our community site business and its anticipated
functionality;
o our belief that we can maintain inventory levels at appropriate levels
o despite the seasonal nature of our business; and,
o our belief that we can successfully offer and sell a constantly changing
mix of products and services.
AVAILABILITY OF INFORMATION
You may read and copy any materials the Company files with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Copies of such materials also can be obtained free of charge at the SEC's
website, www.sec.gov, or by mail from the Public Reference Room of the SEC, at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the Public Reference Room. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. This
information can be accessed at the web site http://www.sec.gov.
- 4 -
PART I
ITEM 1. BUSINESS
BACKGROUND AND CORPORATE INFORMATION
------------------------------------
INTRODUCTION
ECOLIVEGREEN CORP. ("ELG CORP.", "EcoLiveGreen Corp") is a development stage
company, incorporated in the State of Florida on November 5, 2008, to acquire,
develop and market environmentally efficient products including, but not limited
to, applications of patents with the U.S. Patent and Trademark Office.
We commenced our initial public offering on March 10, 2009, pursuant to that
certain Registration Statement on Form S-1 (Commission File No. 333-157495),
which was declared effective by the Securities and Exchange Commission on that
date. We sold 830,000 shares of Common Stock in the offering providing proceeds
to us in the amount of $24,900.
As of December 31, 2011, we had an accumulated deficit of ($229,856). Our
auditors have raised substantial doubt as to our ability to continue as a going
concern, as expressed in its opinion on our financial statements included in
this report. Our ability to continue as a going concern is dependent upon our
ability to generate profitable operations in the future and/or to obtain the
necessary financing to meet our obligations and repay our liabilities arising
from normal business operations when they come due. There can be no assurance
that we will operate at a profit or such additional financing will be available,
or if available, can be obtained on satisfactory terms.
Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL
33076. Our telephone number is (954) 599-3672. We were incorporated under the
laws of the State of Florida on November 5, 2008.
COMPANY DESCRIPTION
OVERVIEW
--------
In third quarter 2008, three (3) engineers founded our company and continued the
discussions of filing patents related to developing products having ecological
properties together with the potential of economic substance. As the discussions
progressed, they resolved the requirements for an LED drop ceiling troffer as
compared to the typical fluorescent lighting systems. In November, 2007, an
initial application was submitted to the U.S. Patent and Trademark Office
(USPTO) in the science of Light-emitting Diode (LED) lighting which ultimately
resulted in several modifications having the initial patent issuance on June 29,
2010. Currently, the company has filed patent applications in three (3) distinct
and separate areas as further explained below. At December 31, 2011, the summary
of patent applications and issuances are as follows:
o Patents Issued: four (4) having two (2) in the field of LED lighting and
two (2) in the field of waste water management
o Applications with Notices of Allowance: None
o Additional Applications Pending with the USPTO : three (3) having one (1)
in the field of LED lighting; one (1) in the field of waste water
management and one (1) in the field of digital music
o One (1) Application for certain territorial rights under the Patent
Cooperation Treaty (PCT) in the field of waste water management
- 5 -
The following further describes the Company's applications and patent issuances
with the USPTO:
LED CEILING TILE TROFFER REPLACEMENT
This product has several patented and patent pending technologies included
within. It is a simple plug-and-play luminaire that simply replaces a ceiling
tile. Power is supplied via a plug that comes from a transformer mounted above
the ceiling. Only the transformer needs to be installed by a licensed
electrician. The tiles may be moved around the drop ceiling at will by any
non-licensed maintenance man. Additionally, these tiles light the room with
healthful color rather than the cold white color that is typical of standard
fluorescent lamps. The color may be adjusted from warm to cooler white depending
upon the location. Also, patented technology allows the light to automatically
adjust to the ambient lighting conditions to reduce light output when not
needed. This saves money, energy, and the environment. The LED tiles contain no
mercury, as do fluorescent lamps. Several patents protect the way the light is
distributed from the LED tile so that eyes are not damaged by intense light
typical of modern high-powered LEDs.
SANITARY WASTEWATER CONCENTRATOR
It is the norm for municipalities and other urban developments to collect the
generated sanitary wastewater from homes, schools, hospitals, restaurants,
hotels and other commercial establishments through its defined wastewater
systems. The wastewater is transported in the collection system of underground
pipes which flow by gravity or by a pressurized pumping process to a centralized
(regional) treatment facility for purification and final disposal of the water
and solids generated.
The waste water collection system, can in some instances, become hydraulically
overloaded due to urban sprawl. Alternatively, the rate of flow can exceed the
capacity of the sewer main piping which causes flow and capacity concerns. To
best solve this problem it may be necessary to lay a parallel pipeline and
increase the hydraulic pressure on the system to increase the force of
wastewater through the existing pipe at the additional cost, including but not
limited to, laying of the pipeline, disruption or limitation of normal services,
energy and safety issues.
Our invention claims a system constructed of a group of components located at a
strategic position along the pipeline of the sewage collection system positioned
upstream of the regional treatment facility based on the sewer main calculated
at the excessive hydraulic loading point.
The collected array of components forms a system for separating a portion of the
solids from a portion of the wastewater. The concentrated solids are
reintroduced into the collection system for transport to the treatment plant;
the separated and purified water can then be reused locally for land irrigation
or industrial applications. Our inventive system is equipped with controls to
adjust for variations in the daily or seasonal hydraulic loading of the piping
system.
MINIATURE HYBRID REVERBERATION SYSTEM
Modern Reverberation in sound studios is accomplished using Digital Signal
Processing. Legacy Reverberation systems used large chamber rooms with cement
walls, large plates the size of a queen sized mattress, and springs for less
realistic lower cost reverb. In our modern world, there is always a great demand
for legacy systems since the sound can never be 100% duplicated by modern
Digital Signal Processing. However, these legacy systems are huge taking as much
real-estate as the sound room itself. To justify this problem, we have invented
a hybrid system. Using patent pending technology, we miniaturize the large
chamber room and large plates into a rack sized system.
- 6 -
THE FOLLOWING DESCRIPTION OF OUR BUSINESS IS INTENDED TO PROVIDE AN
UNDERSTANDING OF OUR COMPANY AND THE DIRECTION OF OUR STRATEGY.
We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Management's Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources." We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.
STRATEGY AND SERVICE
We have established that there is a potential market for our environmentally
safe products. Our strategy is to create and develop patents in specific
environmentally safe areas that we can ultimate market directly or indirectly to
consumers. We intend to determine the best marketing strategy including product
development, licensing or a combination of both once the patent pending has been
approved by the U.S. Patent Office.
Our business strategy is to provide quality products in the environmentally safe
areas and operate at a profit. Our primary focus over the next twelve (12)
months will be to concentrate our efforts on obtaining approval of our patent
pending applications; testing, approving and developing our patents that have
been issued and developing and/or acquiring other product candidates to bring to
the marketplace.
THE MARKET
There is no way to accurately estimate the overall market for our products.
MANAGEMENT
It is intended that our officers will provide all the labor for the company
initially and then, if required, hiring either employees or using independent
contractors as product development requires in achieving sales growth demands.
COMPETITION
The market for environmentally safe products and direct sales consultants is
large and intensely competitive. We compete directly with direct selling
organizations and companies that manufacture environmentally safe products. Many
of the Company's competitors (if not substantially all) have much greater name
recognition and financial resources than our Company. In addition,
environmentally safe products can be purchased in a wide variety of channels of
distribution. We compete with other organizations and environmentally safe
product companies, some of which have a longer operating history and higher
visibility, name recognition, and having substantial financial resources as
compared to our limited funding and historical lack of financial resources.
STAFFING
As of December 31, 2011, EcoLiveGreen, Corp. has no permanent staff other than
its part time utilization of our officers and directors. Our officers and
directors have contributed their time as required for no salary or fringe
benefits.
We utilize the services of outside consultants and professionals including, but
not limited to, financial, engineering, legal and accounting as deemed
appropriate by management from time to time.
- 7 -
EMPLOYEES AND EMPLOYMENT AGREEMENTS
As of December 31, 2011, EcoLiveGreen, Corp. has no employees other than its
current officers and directors. There are no employment agreements in existence.
The company presently does not have, pension, health, annuity, insurance, stock
options, profit sharing, or similar benefit plans; however, the company may
adopt plans in the future. There are presently no personal benefits available to
the company's officers and directors.
During the initial implementation of our marketing strategy, the company intends
to hire independent consultants to develop and market its products, rather than
hire full time development, consulting, marketing and administrative employees.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the filing of the Form 10-K for the period ended December 31,
2011 includes a number of forward-looking statements that reflect our current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: "believe", "expect", "estimate",
"anticipate", "intend", "project" and similar expressions, or words which, by
their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
prospectus. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or our predictions.
We are a development stage company and have not yet generated or realized any
revenues from business operations. Our auditors have issued a going concern
opinion. This means there is substantial doubt that we can continue as an
on-going business for the next twelve (12) months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues and
no revenues are anticipated until we begin marketing our products to customers.
Accordingly, we must raise cash from sources other than revenues generated such
as from the proceeds of loans, sale of common shares and advances from related
parties.
From inception (November 5, 2008) to December 31, 2011, the company's business
operations have primarily been focused on developing our business plan and
researching potential products and markets in the environmentally-safe areas.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. EcoLiveGreen, Corp. was incorporated in the State
of Florida on November 5, 2008 and we are a development stage company. We have
not generated any revenues from our operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including the financial risks
associated with the limited capital resources currently available to us for the
implementation of our business strategies. (See "Risk Factors"). To become
profitable and competitive, we must develop the business, marketing plan, and
execute the plans. Our officers, directors and related parties undertake to
provide us with initial operating and loan capital to sustain our business plan
over the next twelve(12) month period partially through advances from related
parties, sale of securities and we will seek alternative financing through means
such as borrowings from institutions or private individuals. There are no
assurances that third party borrowings or financings are available to the
Company and, if so, under the terms and conditions acceptable.
- 8 -
PLAN OF OPERATION
Since inception (November 5, 2008) to December 31, 2011, EcoLiveGreen, Corp. has
spent a total of $229,856 on the start-up, research and development costs. We
have not yet generated any revenue from business operations.
The company incurred expenditures from inception (November 5, 2008) to December
31, 2011 of $45,250 for accounting services, the preparation of audited
financial statements, tax returns and legal services. The company also had
expenditures of $153,883 for consultants and $29,348 for general and
administrative costs.
Since inception (November 5, 2008), the majority of the company's time has been
spent refining its business plan, administrating its pending patents, conducting
industry research, and preparing for additional financing and funding of
operations.
OUR CHALLENGES
Our ability to successfully operate our business and achieve our goals and
strategies is subject to numerous challenges and risks as discussed more fully
in the section titled "Risk Factors," including for example:
o any failure to expand our operations and web presence to sufficiently meet
our customers' demands and our ability to attract new clients;
o any inability to effectively manage rapid growth and accurately project
market demand for our product offerings;
o risks associated with future investments or acquisitions;
o economic, political, regulatory, legal and foreign risks associated with
the process of a patent application to acceptability;
o any loss of key members of our three (3) management; and,
o unexpected changes in economic situations or legal environment including
changes and modifications to patent laws worldwide.
You should read and consider the information set forth in "Risk Factors" and all
other information set forth in this filing.
SUMMARY FINANCIAL INFORMATION
The following table sets forth a summary of the financial data for EcoLiveGreen,
Corp. for the period ended December 31, 2011 and 2010. This information should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements and related
notes appearing elsewhere in this filing.
12 Months Ended 12 Months Ended
December 31, December 31,
2011 2010
--------------- ---------------
Revenues ................................... $ -- $ --
Operating expenses ......................... 70,578 61,480
Other income/(expense) ..................... (0) (1,375)
Net loss before taxes ...................... (70,578) (62,855)
Income taxes ............................... -- --
Net (loss) ................................. (70,578) (62,855)
Loss per share - basic and diluted ......... ($.005) ($.006)
- 9 -
As to Balance Sheet: As of December 31,
2011 2010
--------- ---------
Working capital (deficit) .................. $ (3,693) $ (9,490)
Current assets ............................. 1,000 1,235
Total assets ............................... 7,862 8,097
Current liabilities ........................ 4,693 10,725
Total liabilities .......................... 4,693 10,725
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)........ 3,169 (2,628)
OUR ADDRESSES
The address of the Company's principal executive office is 7076 Spyglass Avenue,
Parkland, FL 33076, and our telephone number is (954) 599-3672. We maintain a
website at www.ecolivegreen.com that is currently under construction and will
contain information about us, but that information is not a part of this Annual
Report.
ITEM 1A. RISK FACTORS
The Company considers the following to be the material risks for an investor.
EcoLiveGreen, Corp. should be viewed as a high-risk investment and speculative
in nature. An investment in our common stock may result in a complete loss of
the invested amount. Please consider the following risk factors before deciding
to invest in our common stock.
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF ECOLIVEGREEN, CORP. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN - AUDITOR'S GOING CONCERN
In their audit report for the period ended December 31, 2011; our auditors have
expressed an opinion that substantial doubt exists as to whether we can continue
as an ongoing business. Because our officers may be unwilling or unable to loan
or advance any additional capital to EcoLiveGreen, Corp. we believe that if we
do not raise additional capital, we may be required to suspend or cease the
implementation of our business plans. As such we may have to cease operations.
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors, borrow funds or raise additional capital.
SINCE ECOLIVEGREEN, CORP. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR
GENERATING SIGNIFICANT REVENUES, IT MAY NEVER ACHIEVE PROFITABILITY - RISKS
RELATED TO OUR FINANCIAL CONDITION
The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products.
There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.
OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT
If we are not successful in earning revenue once we have started our sale
activities, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."
- 10 -
No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.
AS OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES, THEY MAY
BE UNABLE TO DEVOTE A MAJORITY OF THEIR TIME TO THE COMPANY. AS A RESULT, THERE
MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL.
Our officers and directors have other outside business activities and are
devoting only approximately 10-15 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient, which
may result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, they are prepared to adjust their timetable in order to devote more
time to conducting our business operations. However, they may be unable to
devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business.
The company is entirely dependent on the efforts and abilities of its officers
and directors. The loss of our officers and directors could have a material
adverse effect on the business and its prospects. The company believes that all
commercially reasonable efforts have been made to minimize the risks attendant
the departure from service of our current officers and directors. However,
replacement personnel may be unavailable to us. Moreover, even if available,
replacement personnel may not enable the company to operate profitably.
All decisions regarding the management of the company's affairs will be made
exclusively by its officers and directors. Purchasers of the offered shares may
not participate in the management of the company and, therefore, are dependent
upon the management abilities of the company's officers and directors. The only
assurance that the shareholders of the company (including purchasers of the
offered shares) have that the company's officers and directors will not abuse
their discretion in making decisions, with respect to its affairs and other
business decisions, is their fiduciary obligations and business integrity.
Accordingly, no person should purchase offered shares unless that person is
willing to entrust all aspects of management to the company's officers and
directors, or their successors.
The company's management may retain independent contractors to provide services
to the company. Those contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. The company does not maintain key
person life insurance on its officers and directors.
IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY,
OUR BUSINESS WILL BE HARMED.
Our plans including receiving approval of our pending patents may not occur. Our
growth strategy is subject to significant risks which you should carefully
consider before purchasing the shares we are offering.
Although we plan on researching our market carefully, we may be slow to achieve
profitability, or may not become profitable at all, which will result in losses.
There can be no assurance that we will succeed.
- 11 -
ECOLIVEGREEN CORP. EXPECTS TO APPLY FOR QUOTATION ON THE OTC BULLETIN BOARD
(OTCBB), WE MAY NOT BE APPROVED, AND EVEN IF APPROVED, WE MAY NOT BE APPROVED
FOR TRADING ON THE OTCBB; THEREFORE SHAREHOLDERS MAY NOT HAVE A MARKET TO SELL
THEIR SHARES, EITHER IN THE NEAR TERM OR IN THE LONG TERM, OR BOTH.
We expect to apply to the OTC Bulletin Board, we may not be approved to trade on
the OTCBB, and we may not meet the requirements for listing on the OTCBB. If we
do not meet the requirements of the OTCBB, our stock may then be traded on the
"Pink Sheets," and the market for resale of our shares would decrease
dramatically, if not be eliminated.
AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE
AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.
Further, even if a market develops, our common stock will be subject to price
fluctuations and volatility.
The company cannot apply directly to be quoted on the OTC Bulletin Board.
Additionally, the stock can be listed or traded only to the extent that there is
interest by broker/dealers in acting as a market maker in the company's stock.
Despite the company's best efforts, the company may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. It is the company's intent to contact potential market makers for the OTC
Bulletin Board after it has completed its primary offering.
IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES.
In the event our shares are traded, and our stock trades below $5.00 per share
our stock would be known as a "penny stock" which is subject to various
regulations involving disclosures to be given to you prior to purchase of any
penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.
AS THE COMPANY HAS 500,000,000 AUTHORIZED COMMON SHARES AND 10,000,000 PREFERRED
SHARES AUTHORIZED, THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES
DILUTING THE COMPANY'S CURRENT SHAREHOLDERS' EQUITY.
- 12 -
The company has 500,000,000 authorized common shares of which only 14,377,500
are currently outstanding. The company's management could, without the consent
of the company's existing shareholders issue substantially more shares causing a
large dilution in our current shareholders' equity position. Additionally, large
share issuances by the company would generally have a negative impact on our
valuation and share price. It is possible that due to additional share issuance
you could lose a substantial amount or all of your investment.
AS OUR COMPANY'S OFFICERS AND DIRECTORS CURRENTLY OWN AND/OR CONTROL THE
MAJORITY OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND DECISIONS MADE BY
THE COMPANY'S OFFICERS AND DIRECTORS CONTRARY TO THEIR INTERESTS.
The company's officers and directors own and/or control the majority of our
current outstanding common stock. As a result, they will be able to decide who
will be directors and control the direction of the company. Our officers and
directors interests may differ from the interests of our other stockholders.
Factors that could cause his interests to differ from the interests of other
stockholders include the impact of corporate transactions on the timing of our
business operations and her ability to continue to manage the business, in terms
of the amount of time they are able to devote to the company.
IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.
If we file for bankruptcy protection, or a petition for involuntary bankruptcy
is filed by creditors against us, all funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. In this case, you will
lose your investment and your funds will be used to pay creditors. You may never
realize a return on your investment.
THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY.
To date, the company has limited operations and no revenues. We have never
earned a profit or generated revenues and there can be no assurance that we will
ever achieve profitable operations. Our ability to implement our business plan
is dependent, among other things, on the completion and development of our
business plan. If we fail to raise any or a sufficient amount of money to
continue operations, we may fail as a business. Even if we raise sufficient
amount of funding, there can be no assurance that our business model will
succeed.
We are a development stage company formed November 5, 2008 with the purpose to
establish itself as a corporation engaged in the creation, development and
obtaining approval of patents in the environmentally safe marketing areas.
EcoLiveGreen, Corp. may be unable to develop and execute its business plan and
would then be unable to generate revenues. There would be a substantial doubt,
then, about our ability to continue as a going concern.
We anticipate incurring losses during the period of time necessary to develop
our business plan and create the marketing plan. Additionally, there can be no
assurance that we will ever operate profitably, even if we execute our business
plan and raise additional funding for operations.
Because we are a newly formed development stage company, there is no corporate
operating history on which to evaluate our potential for success.
Additionally, we face many risks inherent in a start-up business, including
difficulties and delays frequently encountered in connection with the
commencement of operations, operational difficulties and our potential
underestimation of initial and ongoing costs.
- 13 -
Executing the business plan requires that we spend significant funds based
entirely on our preliminary evaluation of the potential of the market. It is
impossible to predict the success of our business before marketing starts. The
ability of the company to generate revenues will depend upon a variety of
unpredictable factors, including:
If we do not execute our business plan on schedule or within budget, our ability
to generate revenue may be diminished or delayed. Our ability to adhere to our
schedule and budget face many uncertainties
WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY
As a public company, we incur significant legal, accounting and other expenses
that a private company does not incur. In addition, the Sarbanes-Oxley Act of
2002, as well as new rules subsequently implemented by the Securities and
Exchange Commission and stock exchanges have required changes in corporate
governance practices of public companies. We expect that these new rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. For example, as a result of
becoming a public company, we need to create additional board committees and
adopt additional policies regarding internal controls and disclosure controls
and procedures. We will incur additional costs associated with public company
reporting requirements and compliance with the internal controls of Section 404
of the Sarbanes-Oxley Act of 2002. We also expect these new rules and
regulations will make it more difficult and more expensive for us to obtain
directors' and officers' liability insurance. As a result, our general and
administrative expenses will likely increase and it may be more difficult for us
to attract and retain qualified persons to serve on our board of directors or as
executive officers.
We are currently evaluating and monitoring developments with respect to these
new rules, and we cannot predict or estimate the amount of additional costs we
may incur or the timing of such costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
As of December 31, 2011, the Company did not lease or own any properties.
Currently, the Company utilizes the offices of Steven Adelstein (an independent
consultant for the Company), the husband of Judith Adelstein, and both (Judith
and Steven Adelstein) are shareholders of the Company in excess of 10% each, at
no cost to the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No known director, officer or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the period
ended December 31, 2011.
- 14 -
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET FOR OUR COMMON STOCK
---------------------------
Our common stock is not quoted on any Exchange.
REPORTS TO STOCKHOLDERS
-----------------------
Our shareholders, through our filings on the web, including http://www.sec.gov,
can review all of our period reporting requirements of the Exchange Act
including our annual report for December 31, 2011 and 2010.
APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
-------------------------------------------------
At December 31, 2011, there were approximately 76 stockholders of record of our
common stock.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
------------------------------------------------------------------
The Company has not adopted any equity compensation plan as of December 31,
2011.
DIVIDEND POLICY
---------------
We currently intend to retain and use any future earnings for the development
and expansion of our business and do not anticipate paying any cash dividends in
the near future.
ITEM 6. SELECTED FINANCIAL DATA
The selected statement of income data for the twelve (12) month period ended
December 31, 2011 and from inception (November 5, 2008) thru December 31, 2011
and balance sheet data as of December 31, 2011 and 2010 are derived from our
audited financial statements included elsewhere in this Report.
The following selected historical financial information should be read in
conjunction with our financial statements and related notes and the information
contained in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
- 15 -
TWELVE (12) FROM INCEPTION
MONTHS ENDED (NOVEMBER 5, 2008)
DECEMBER 31, THRU DECEMBER 31,
STATEMENT OF OPERATIONS DATA: 2011 2010
------------ ------------------
Sales revenue: ............................. $ - $ -
Cost of sales .............................. - -
Gross profit ............................... - -
Expenses:
General and Administrative expenses ..... 12,485 29,348
Consulting Fees ......................... 47,593 153,883
Legal and Accounting..................... 10,500 45,250
Total operating expenses ............. 70,578 228,481
Loss from Operations ....................... (70,578) (228,481)
Interest Expense ........................... (0) (1,375)
Net Loss ................................... $ (70,578) $ (229,856)
Loss per Share - basic and diluted ......... $ (0.005)
Weighted average number of shares
outstanding - basic and diluted ........... 13,218,760
DECEMBER 31,
BALANCE SHEET DATA: 2011 2010
------------ -----------
Cash and cash equivalents .................. $ 1,000 $ 1,235
Working capital (deficit) .................. (3,693) (9,490)
Total assets ............................... 7,862 8,097
Total current liabilities .................. 4,693 10,725
Long term liability ........................ - -
Total liabilities .......................... 4,693 10,725
Total stockholders' equity (deficit)........ 3,169 (2,628)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
OUR CORPORATE HISTORY
ECOLIVEGREEN CORP. ("ELG CORP.", "EcoLiveGreen Corp") is a development stage
company, incorporated in the State of Florida on November 5, 2008, to acquire,
develop and market environmentally efficient products. In third quarter 2008,
three (3) engineers founded our company and continued the discussions of filing
patents related to developing products having ecological properties together
with the potential of economic substance. As the discussions progressed, they
resolved the requirements for an LED drop ceiling troffer as compared to the
typical fluorescent lighting systems. In November, 2007, an initial application
was submitted to the U.S. Patent and Trademark Office (USPTO) in the science of
Light-emitting Diode (LED) lighting which ultimately resulted in several
modifications having the initial patent issuance on June 29, 2010. Currently,
the company has filed patent applications in three (3) distinct and separate
areas as further explained below. At December 31, 2011, the summary of patent
applications and issuances are as follows:
- 16 -
o Patents Issued: four (4) having two (2) in the field of LED lighting and
two (2) in the field of waste water management
o Applications with Notices of Allowance: None
o Additional Applications Pending with the USPTO : three (3) having one (1)
in the field of LED lighting; one (1) in the field of waste water
management and one (1) in the field of digital music
o One (1) Application for certain territorial rights under the Patent
Cooperation Treaty (PCT) in the field of waste water management
RESULTS OF OPERATIONS
SALES REVENUES
From inception (November 5, 2008), the Company has not had any revenues
whatsoever through December 31, 2011.
STATEMENT OF OPERATION ITEMS
Results of Operations for the year ended December 31, 2011 compared to the year
ended December 31, 2010 are further described as follows:
For the twelve (12) months ended December 31, 2011 and cumulative from November
5, 2008 (inception) through December 31, 2011, we had zero ($0) revenues from
operations and a loss from operations of ($70,578) and ($228,481) respectively.
o General and Administrative Expenses
For the twelve (12) months ended December 31, 2011, General and
Administrative expenses decreased $2,325 from $14,810 for the year ending
December 31, 2010 to $12,485 for year ending December 31, 2011. These
expenses for the year ending December 31, 2011 are considered normalized
annual expenses including the required filings with the Securities and
Exchange Commission.
o Legal and Accounting Expenses
For the twelve (12) months ended December 31, 2011, Legal and Accounting
expenses increased $500 from $10,000 for the year ending December 31, 2010
to $10,500 for year ending December 31, 2011.
o Consulting, Marketing and Advertising
For the twelve (12) months ended December 31, 2011, consulting fees
increased $10,923 from $36,670 for the year ending December 31, 2010 to
$47,593 for year ending December 31, 2011. The Company is spending more
time with consultants in preparing data and responses as required in the
process of applications with the U.S. Patent Office.
Balance Sheet Items
-------------------
o INTELLECTUAL PROPERTIES
Intellectual properties at December 31, 2011 and 2010 were $6,862. The
Company has not put into service the intellectual properties and therefore
amortization has not commenced. Accordingly, when the intellectual
properties are put into service, they will have a useful life to be
amortized over a three (3) year period.
- 17 -
o ACCRUED EXPENSES
Accrued expenses at December 31, 2011 were $4,693, compared to $10,725 at
December 31, 2010, resulting in a decrease of $6,032. The decrease was a
result of accruals for Legal and Accounting and other normalized expenses
for the period ending December 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2011, we had cash and cash equivalent of $1,000. The
following table provides detailed information about our net cash flow for
December 31, 2011 and from inception (November 5, 2008) thru December 31, 2011.
STATEMENT OF CASH FLOW
TWELVE (12) FROM INCEPTION
MONTHS ENDED (NOVEMBER 5, 2008)
DECEMBER 31, THROUGH
2011 DECEMBER 31, 2011
------------ ------------------
Net cash (required) in operating activities . (76,610) (170,825)
Net cash provided by financing activities ... 76,375 171,825
Net cash flow (deficit) ..................... 235 1,000
To date, we have funded our cash and liquidity requirements to continue
operations primarily through debt and equity transactions and through equity
raised from our Form S-1 as filed with the Securities and Exchange Commission.
However, until operating revenues increase significantly, we will continue to
seek outside funding for the purpose of normalized operations and the
acceleration of expansion of our business plan. Without receiving any additional
capital investment or financing, management believes we will be unable to
continue current business operations, and continue the current gradual expansion
of our operations.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements are described in Note 3 to the Financial
Statements.
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 the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.
PLAN OF OPERATIONS
We are aware that the economic condition has slowed operations substantially in
2011 and we anticipate this continuing through 2012 that the U.S. economy is
currently in a state of uncertainty. In addition, we are aware that business
trends relative to our application for patents are constantly changing. The
combination of changing trends relative to the environmentally safe products
that we are in the development stage of and uncertainty regarding economic
growth could have a material impact on our short-term or long-term liquidity or
revenues or income from operations.
- 18 -
OUR BUSINESS
The following description of our business contains forward-looking statements
relating to future events or our future financial or operating performance that
involves risks and uncertainties, as set forth above under "Special Note
Regarding Forward-Looking Statements." Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in Section 1A under the
heading "Risk Factors" and elsewhere in this Form 10-K.
OUR MARKET PRESENCE
Our business strategy is to provide quality products in the environmentally safe
areas and operate at a profit. Our primary focus over the next twelve (12)
months will be to concentrate our efforts on obtaining approval of our patent
pending applications and developing and/or acquiring other product candidates to
bring to the marketplace.
OUR EMPLOYEES
As of December 31, 2011, EcoLiveGreen Corp. has no permanent staff. Our officers
and directors are prepared to devote time to our operations as may be required.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not use derivative financial instruments and have no foreign exchange
contracts. Our financial instruments consist of cash and cash equivalents, trade
accounts and contracts receivable, accounts payable and long-term obligations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
The full text of our audited financial statements as of December 31, 2011 and
2010 begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the fiscal years ended December 31, 2011 and 2010, there were no
disagreements with Lake & Associates CPA LLC on any matter of accounting
principles or practices, financial disclosure, or auditing scope or procedure.
There were no reportable events, as described in Item 304(a)(1)(v) of Regulation
S-K.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
- 19 -
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company;
and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there is
a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
As of December 31, 2011 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Officers in connection with the review of our financial statements as of
December 31, 2011.
Management believes any of the matters noted above could result in a material
misstatement in our financial statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
- 20 -
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by August 31, 2012. Additionally, we plan to test our updated
controls and remediate our deficiencies by June 30, 2012.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
ITEM 9B. OTHER INFORMATION.
AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS
On June 10, 2010, we filed Amended and Restated Articles of Incorporation with
the Secretary of State of Florida which:
o increased the number of authorized shares of common stock from 100,000,000
shares to 500,000,000 shares and fixed a par value of $0.001 per share,
o authorized a class of 10,000,000 shares of blank check preferred stock,
par value $0.001 per share, and
o included indemnification provisions customary under Florida law, as well
as election not to be governed by the provisions of the Florida Business
Corporation Act governing affiliated transactions and an election to be
governed by the provisions related to control share acquisitions.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF AND CORPORATE GOVERNANCE
Set forth below are the names of our directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years. The Directors will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified. Executive officers will serve at the Board's
discretion.
- 21 -
Our officers and directors will serve until his successor is elected and
qualified. Our officers are elected by the Board of Directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The Board of Directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
Name and Address Age Position(s)
---------------- --- -----------
Len Bryan 55 President / Secretary / Director
5730 Golden Eagle Circle
Palm Beach Garden, FL 33418
Paul L. Culler 73 Vice President / Director
346 Fairway North
Tequesta, FL 33469
Alfred H. Tracy III 49 Vice President / Chief Financial Officer
16178 Rosecroft Terrace / Director
Lady Lake, FL 32162
The persons named above have held their offices/positions since the inception of
our company and is expected to hold their offices/positions until the next
annual meeting of our stockholders.
BIOGRAPHICAL INFORMATION
LEN BRYAN
---------
Mr. Bryan is an electrical and software engineer graduated from Florida Atlantic
University in 1997 having a bachelors and science degree in electrical
engineering. During the past five (5) years, Mr. Bryan has been president of
MAG-E TECH Inc., a closely-held private corporation developing lighting and bulb
replacement systems. He was also an independent consultant for Techni-Source
Engineering Solutions and ATG. Mr. Bryan has been an officer and director of the
Company since inception (November 5, 2008).
PAUL CULLER
-----------
Mr. Culler is an independent consultant primarily in the area of desalting
facilities. During the past five (5) years, Mr. Culler has been Vice President,
Treasurer and Director of MAG-E Tech, Inc., a closely-held private corporation
developing lighting and bulb replacement systems. Mr. Culler has been an officer
and director of the Company since inception (November 5, 2008).
ALFRED H. TRACY III
-------------------
Mr. Tracy III is a Computer Science Consultant graduated from Florida Atlantic
University in 1980 having a Masters degree in electrical engineering. During the
past five (5) years, Mr. Tracy has been Vice President / Director of MAG-E Tech,
Inc., a closely-held private corporation developing lighting and bulb
replacement systems. Additionally, he has been an independent consultant for DC
Bars, a Moscow-Russian company, whereby Mr. Tracy acts as Director of U.S.
Operations. Mr. Tracy was a director of Information Architects until September,
2008. Mr. Tracy has been an officer and director of the Company since inception
(November 5, 2008).
- 22 -
BOARD COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors is currently composed of one (3) members. All actions of
the Board of Directors require the approval of a majority of the Directors in
attendance at a meeting at which a quorum is present.
COMMITTEES
Our Board of Directors currently has no committees.
Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any significant benefits to our
company and could be considered more form than substance.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our members of the Board of Directors are not an "audit committee financial
experts" within the meaning of Item 401(e) of Regulation S-B. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:
o understands generally accepted accounting principles and financial
statements,
o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
o understands internal controls over financial reporting, and
o understands audit committee functions.
INDEPENDENT DIRECTORS
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND/OR SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address Board of Directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of three (3)
individuals who are also our executive officers.
Our executive officers make decisions on all significant corporate matters such
as the approval of terms of the compensation of our executive officers and the
oversight of the accounting functions.
- 23 -
POLICY REGARDING BOARD ATTENDANCE
Directors are expected to attend Board meetings as frequently as necessary to
properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our Directors are expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them to
do so.
DIRECTOR COMPENSATION
We do not pay fees to directors for attendance at meetings of the Board of
Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings. From time to time, the
Board of Directors authorizes and reviews compensation to officers and directors
from inception (November 5, 2008) to December 31, 2011. From inception to
December 31, 2011, there were no compensations authorized and paid to directors.
Under the terms of the Indemnification Agreements, we agreed to indemnify the
independent directors against expenses, judgments, fines, penalties or other
amounts actually and reasonably incurred by the independent directors in
connection with any proceeding if the independent director acted in good faith
and in our best interests. It is our practice to reimburse our directors for
reasonable travel expenses related to attendance at board of directors and
committee meetings.
FAMILY RELATIONSHIPS
None.
CODE OF ETHICS
In September 2008, we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our
President and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote:
o honest and ethical conduct,
o full, fair, accurate, timely and understandable disclosure in regulatory
filings and public statements,
o compliance with applicable laws, rules and regulations,
o the prompt reporting violation of the code, and
o accountability for adherence to the code.
ITEM 11. EXECUTIVE COMPENSATION
We did not pay any fixed salaries to executives from inception through December
31, 2011. We do not anticipate beginning to pay salaries until we have adequate
funds to do so. There are no stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers and director other than as
described herein.
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the remuneration of our directors and officers
for the period from inception (November 5, 2008) through December 31, 2011.
- 24 -
CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED AMOUNT
------------------ ----------------------------- ------
Len Bryan President / Secretary / Director $ 0
Paul L. Culler Vice President / Director $ 0
Alfred. H. Tracy III Vice President / Chief Financial Officer $ 0
/ Director
We have no employment agreements with our Executive Officers and Directors. We
do not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.
BONUSES AND DEFERRED COMPENSATION
We do not have any agreements to issue bonuses, deferred compensation or
retirement plans. From time to time, the Board of Directors could grant bonuses,
stock issuances and other benefits, but, from inception (November 5, 2008)
through December 31, 2011, none were granted.
PAYMENT OF POST-TERMINATION COMPENSATION
The Company does not have change-in-control agreements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.
Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of ours in which indemnification
would be required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.
- 25 -
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of December 31, 2011 for (a) each of
our directors, (b) each of our executive officers, (c) each stockholder known to
be the beneficial owner of more than 5% of any class of the our voting
securities, and (d) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 and does not necessarily bear on the economic incidents of
ownership or the rights to transfer the shares described below. Unless otherwise
indicated, (a) each stockholder has sole voting power and dispositive power with
respect to the indicated shares and (b) the address of each stockholder who is a
director or executive officer is c/o EcoLiveGreen, Corp. 7076 Spyglass Avenue,
Parkland, FL 33076.
Name and address Percentage of
Beneficial Ownership Number of Shares ownership (1)
-------------------- ---------------- -------------
DIRECTORS AND OFFICERS:
Len Bryan ....................... 2,287,500 15.9%
5730 Golden Eagle Circle
Palm Beach Garden, FL 33418
Paul L. Culler .................. 2,287,500 15.9%
346 Fairway North
Tequesta, FL 33469
Alfred H. Tracy III ............. 2,287,500 15.9%
16178 Rosecroft Terrace
Delray Beach, FL 33446
All Officers and ................ 6,862,500 47.7%
Directors as a Group
(3 people)
BENEFICIAL OWNER OF MORE THAN 5%:
Judith Adelstein ................ 3,787,500 (2) 26.3%
7076 Spyglass Avenue
Parkland, FL 33076
Stephen Corn .................... 939,000 (3) 6.5%
4317 N. State Road 7
Lauderdale Lakes, FL 33319
Tammi Shnider ................... 990,000 (4) 6.9%
3764 Moon Bay Circle,
Wellington, FL 33414
(1) Applicable percentage ownership is based on 14,377,500 shares of common
stock outstanding as of December 31, 2011.
(2) Includes 1,500,000 common shares held in the name of Steven Adelstein, the
husband of Judith Adelstein and an independent consultant to the Company.
(3) Includes 9,000 common shares held in the name of Andrea Corn, the wife of
Stephen Corn.
(4) Tammi Shnider is the adult daughter of Judith and Steven Adelstein.
- 26 -
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company borrows from officers, directors and related
parties. At December 31, 2011 and 2010, these loans were $0 and $0 respectively.
The approximate highest amount (at one time) borrowed from inception through
December 31, 2011 was $25,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Lake & Associates CPA LLC is the Company's independent registered public
accounting firm engaged to examine the Company's financial statements for the
fiscal period ended December 31, 2011 and 2010.
FEES FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2011 AND 2010
AUDIT FEES - Lake & Associates CPA LLC was paid or accrued an aggregate fee of
approximately $10,000 per period for the auditing services for the fiscal period
ended December 31, 2011. These fees for auditing services included the audit of
our annual financial statements and for the reviews of the financial statements
included in our quarterly reports on Form 10-Q for the periods ended March 31,
June 30 and September 30.
AUDIT RELATED FEES - Lake & Associates CPA LLC was not paid or no fees were
accrued for assurance and related services that were related to the audit or
review of the Company's financial statements during the fiscal year ended
December 31, 2011.
TAX FEES - Lake & Associates CPA LLC was paid or accrued a fee of approximately
$500 for tax compliance, advice, and planning during the fiscal year ended
December 31, 2011.
ALL OTHER FEES. Lake & Associates CPA LLC did not bill the Company for any
products or services other than the foregoing during the fiscal years ended
December 31, 2011 and 2010.
BOARD OF DIRECTORS PRE-APPROVAL POLICIES AND PROCEDURES
Although our Board of Directors does not have an Audit Committee, our Board of
Directors has adopted the policy to pre-approve audit and permissible non-audit
services provided by our independent auditors.
- 27 -
PART IV
ITEM 15. EXHIBITS
The Exhibits listed below are filed as part of the S-1 and Amendments or Form
8-K's as filed with the Securities and Exchange Commission.
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation (incorporated by reference from
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on February 24, 2009) and restated and amended
Articles of Incorporation as filed (incorporated by reference on
Form 8-K with the Securities and Exchange Commission on June 10,
2010).
3.2 By-laws (incorporated by reference from Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
February 24, 2009) and restated and amended By-laws as filed
(incorporated by reference on Form 8-K with the Securities and
Exchange Commission on June 10, 2010).
14 Code of Ethics (incorporated by reference from Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on February 24, 2009).
The following Exhibits listed below are filed as part of this Form 10-K and
Amendments for the period ended December 31, 2011:
31.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification Of The Chief Financial Officer Pursuant To Section
302 Of The Sarbanes-Oxley Act Of 2002
32.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification Of The Chief Financial Officer Pursuant To 18 U.S.C.
Section 1350 As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002
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, thereunto duly
authorized.
ECOLIVEGREEN, CORP.
Date: February 7, 2012 By: /s/ Len Bryan
-----------------
President, Principal Executive Officer
and member of the Board of Directors
- 28 -
ECOLIVEGREEN, CORP
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
PAGE
-----------
Report of Independent Registered Public Accounting Firm .......... F-2
Balance Sheet .................................................... F-3
Statements of Operations ......................................... F-4
Statements of Stockholders' Equity/(Deficit) ..................... F-5
Statements of Cash Flows ......................................... F-6
Notes to Financial Statements .................................... F-7 to F-16
F-1
Lake & Associates CPA's LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of EcoLiveGreen Corp.
We have audited the accompanying balance sheet of EcoLiveGreen Corp. (a
development stage enterprise)(the "Company") as of December 31, 2011 and 2010
and the related statements of operations, stockholders' equity/(deficit), and
cash flows for the years then ended, and for the period from November 5, 2008
(inception) through December 31, 2011. 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 audits.
We conducted our audits 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 is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 EcoLiveGreen Corp. (a Florida
corporation) as of December 31, 2011 and 2010 and the results of its operations
and its cash flows for the years then ended and the period November 5, 2008
(inception) through December 31, 2011, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Notes 2 and 4,
the Company has been in the development stage since its inception (November 5,
2008) and continues to incur significant losses. The Company's viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Notes 2 and 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Schaumburg, Illinois
January 5, 2012
1905 Wright Boulevard
Schaumburg, IL 60193
Phone: 847-524-0800
Fax: 847-524-1655
F-2
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(AUDITED)
DECEMBER 31, DECEMBER 31,
2011 2010
------------ ------------
ASSETS
------
CURRENT ASSETS:
Cash and equivalents ................................... $ 1,000 $ 1,235
Inventory .............................................. -- --
----------- -----------
Total Current Assets ................................. 1,000 1,235
----------- -----------
OTHER ASSETS:
Intellectual Property .................................. 6,862 6,862
----------- -----------
Total Assets ....................................... $ 7,862 $ 8,097
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES:
Accounts Payable ....................................... $ -- $ --
Accrued Liabilties ..................................... 4,693 10,725
Advances from Related Parties .......................... -- --
----------- -----------
Total Current Liabilities ............................ 4,693 10,725
----------- -----------
Long-term Liabilities
Note Payable - Consultant .............................. -- --
----------- -----------
Total Long-term Liabilities .......................... -- --
----------- -----------
Total Liabilities .................................. 4,693 10,725
----------- -----------
STOCKHOLDERS' EQUITY/(DEFICIT):
Preferred Stock, par value $0.001; 10,000,000 shares
authorized; 0 shares issued and outstanding as of
December 31, 2011 and December 31, 2010 .............. -- --
Common stock, par value $.001; 500,000,000 shares
authorized; 14,377,500 shares issued and outstanding
as of December 31, 2011 and 12,850,000 shares issued
and outstanding as of December 31, 2010 .............. 14,378 12,850
Additional Paid in Capital ............................. 218,647 143,800
Deficit accumulated during the development stage ....... (229,856) (159,278)
----------- -----------
Total Stockholders' Equity (Deficit) ................. 3,169 (2,628)
----------- -----------
Total Liabilities and Stockholders' Equity/(Deficit) $ 7,862 $ 8,097
=========== ===========
The accompanying notes are an integral part of these statements.
F-3
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
CUMULATIVE FROM
NOVEMBER 5, 2008
FOR THE YEAR ENDED FOR THE YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, 2011 DECEMBER 31, 2010 DECEMBER 31, 2011
------------------ ------------------ -------------------
Net Sales .................... $ -- $ -- $ --
Cost of Sales ................ -- -- --
------------ ------------ -----------
Gross Profit ................. -- -- --
Expenses:
General & Administrative ... 12,485 14,810 29,348
Legal and Accounting ....... 10,500 10,000 45,250
Consulting ................. 47,593 36,670 153,883
------------ ------------ -----------
Total Expenses ............... 70,578 61,480 228,481
------------ ------------ -----------
Net (loss) before Income Taxes (70,578) (61,480) (228,481)
------------ ------------ -----------
Other - Interest Expense ..... -- (1,375) (1,375)
------------ ------------ -----------
Provision for Income Taxes ... -- -- --
------------ ------------ -----------
Net (loss) ................... $ (70,578) $ (62,855) $ (229,856)
------------ ============ ===========
Basic and diluted net loss per
common share ................ $ (0.005) $ (0.006)
============ ============
Weighted average number of
common shares outstanding ... 13,218,760 11,310,110
============ ============
The accompanying notes are an integral part of these statements.
F-4
ECOLIVEGREEN CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FROM NOVEMBER 5, 2008 (INCEPTION) THROUGH DECEMBER 31 2011
(AUDITED)
Par Value of $0.001 Total
Preferred Stock Common Stock Additional Retained Stockholders'
--------------- -------------------- Paid in Earnings Equity
Shares Amount Shares Amount Capital (Deficit) (Deficit)
------ ------- ---------- -------- ---------- --------- ------------
Balance at November 5, 2008
(date of inception) ........ -- $ -- -- $ -- $ -- $ -- $ --
Common Stock issued for
patent ..................... -- -- 6,862,500 6,862 -- -- 6,862
Common stock issued for
Consulting Services ........ -- -- 1,687,500 1,688 -- -- 1,688
Net loss for the Period ..... -- -- -- -- -- (17,438) (17,438)
------ ------- ---------- -------- ---------- --------- ------------
Balance December 31, 2008 . -- -- 8,550,000 8,550 -- -- (8,888)
------ ------- ---------- -------- ---------- --------- ------------
Common Stock issued in
February, 2009 for cash .... -- -- 450,000 450 10,800 -- 11,250
Common Stock issued in
August, 2009 for cash and
debt repayment ............. -- -- 830,000 830 24,070 -- 24,900
Net loss for the period
ending December 31, 2009 ... -- -- -- -- -- (78,985) (78,985)
------ ------- ---------- -------- ---------- --------- ------------
Balance December 31, 2009 . -- -- 9,830,000 9,830 34,870 (96,423) (51,723)
------ ------- ---------- -------- ---------- --------- ------------
Common Shares issued in June,
2010 for cash .............. -- -- 550,000 550 19,250 -- 19,800
Common Shares issued in June,
2010 for debt .............. -- -- 1,870,000 1,870 65,450 -- 67,320
Common Shares issued in
September 2010 for cash .... -- -- 300,000 300 10,700 -- 11,000
Stock options issued in
September, 2010 ............ -- -- -- -- 1,830 -- 1,830
Common Shares issued in
December 2010 for debt ..... -- -- 300,000 300 11,700 -- 12,000
Net loss for period ended
December 31, 2010 .......... -- -- -- -- -- (62,855) (62,855)
------ ------- ---------- -------- ---------- --------- ------------
Balance at December 31, 2010 -- -- 12,850,000 $ 12,850 $ 143,800 $(159,278) $ (2,628)
------ ------- ---------- -------- ---------- --------- ------------
Common Shares issued in
March 31, 2011 for cash .... -- -- 150,000 150 7,350 -- 7,500
Common Shares issued in
June 30, 2011 for debt ..... -- -- 200,000 200 9,800 -- 10,000
Common Shares issued in
September 2011 for cash .... -- -- 230,000 230 11,270 -- 11,500
Common Shares issued in
November 18, 2011 for cash . -- -- 820,000 820 40,180 -- 41,000
Common Shares issued in
December 31, 2011 for cash . -- -- 127,500 128 6,247 -- 6,375
Net loss for period ended
December 31, 2011 .......... -- -- -- -- -- (70,578) (70,578)
------ ------- ---------- -------- ---------- --------- ------------
Balance at December 31, 2011 -- -- 14,377,500 $ 14,378 $ 218,647 $(229,856) $ 3,169
====== ======= ========== ======== ========== ========= ============
The accompanying notes are an integral part of these statements.
F-5
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
CUMULATIVE FROM
NOVEMBER 5, 2008
FOR THE YEAR ENDED FOR THE YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, 2011 DECEMBER 31, 2010 DECEMBER 31, 2011
------------------ ------------------ -------------------
OPERATING ACTIVITIES:
Net loss ...................................... $ (70,578) $ (62,855) $ (229,856)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of stock options ................... -- 1,830 1,830
Issuance of common stock for services ....... -- 33,695 51,133
Issuance of common stock for interest ....... -- 1,375 1,375
Changes in operating assets and liabilities:
(Increase) decrease in accounts payable ... -- -- --
(Increase) decrease in accrued expenses ... (6,032) (1,778) 4,693
------------ ------------ ------------
Net cash used in operating activities ..... (76,610) (27,733) (170,825)
------------ ------------ ------------
INVESTING ACTIVITIES:
Increase in equipment ......................... -- -- --
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock ........ 76,375 30,800 127,575
Loan payable - consultants .................... -- -- 44,250
Payments to related party ..................... -- (4,300) --
------------ ------------ ------------
Net cash used in financing activities ....... 76,375 26,500 171,825
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH ................. (235) (1,233) 1,000
------------ ------------ ------------
CASH BEGINNING BALANCE .......................... 1,235 2,468 --
CASH ENDING BALANCE ............................. $ 1,000 $ 1,235 $ 1,000
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid .................................... $ -- $ -- $ --
============ ============ ============
Interest paid ................................. $ -- $ -- $ --
============ ============ ============
NON-CASH TRANSACTIONS AFFECTING OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for patents .......... $ -- $ -- $ 6,862
============ ============ =============
Issuance of common stock for debt ............. $ 10,000 $ 79,320 $ 105,070
============ ============ =============
The accompanying notes are an integral part of these statements.
F-6
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
NOTE 1 ORGANIZATION
EcoLiveGreen, Corp. (a development stage enterprise) (the Company) was
formed on November 5, 2008 in the State of Florida. The Company's activities to
date have been primarily directed towards the raising of capital, acquiring and
developing intellectual properties and applying and administering patents
through the process with the United States Patent and Trademark Office.
NOTE 2 LIQUIDITY, FINANCIAL CONDITION AND MANAGEMENT'S PLANS
The Company's financial statements for the year ended December 31, 2011
have been prepared assuming that it will continue as a going concern. To date,
the Company has generated no revenues, has substantial operating losses and an
accumulated deficit since its inception in November 2008. The Company incurred a
net loss from continuing operations of ($70,578) and used $76,610 of cash in
continuing operations for the year ended December 31, 2011. At December 31,
2011, the Company had a working capital deficit of ($3,693), limited financial
resources available to pay ongoing financial obligations as they become due and
($229,856) of accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Since its inception, the Company has been dependent upon the receipt of
capital investment to fund its continuing activities. In addition to the normal
risks associated with a new business venture, there can be no assurance that the
Company's business plan will be successfully executed. Our ability to execute
our business plan will depend on our ability to obtain additional financing and
achieve a profitable level of operations. There can be no assurance that
sufficient financing will be obtained. Further, we cannot give any assurance
that we will generate substantial revenues or that our business operations will
prove to be profitable.
The Company has principally financed its operations for the year ended
December 31, 2011, using proceeds from short term borrowings primarily from the
sale of common shares and advances from related parties from time to time. In
addition to the normal risks associated with a new business venture, there can
be no assurance that the Company's business plan will be successfully executed.
Our ability to execute our business plan will depend on our ability to obtain
additional financing and achieve a profitable level of operations.
Management believes the Company's ability to continue operations are
dependent on its ability to continue to raise capital and to market products
that have been issued patents to the Company. At the present time, we have no
commitments for any additional financing. If the Company is unable to raise
additional capital or encounters unforeseen circumstances, it may be required to
take additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing its operations, suspending the pursuit of
its business plan, and controlling overhead expenses. The Company cannot provide
any assurance that it will raise additional capital as necessary nor can it
provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. Management believes that the ability to raise
additional capital could be negatively impacted as a result of its securities
not being traded on an active trading market.
F-7
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
-------------------------------------------------
The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception.
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on December
31.
Intangible Assets
-----------------
The Company evaluates the recoverability of identifiable intangible
assets whenever events or changes in circumstances indicate that an intangible
asset's carrying amount may not be recoverable. There was no impairment loss for
the period from November 5, 2008 (inception) to December 31, 2011.
Income Taxes
------------
The Company accounts for income taxes as outlined in ASC 740 "Income
Taxes", which was previously Financial Accounting Standards Board (FASB)
Statement No. 109, ("Accounting for Income Taxes"). Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended December 31, 2011.
Cash Equivalents
----------------
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
F-8
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
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 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.
Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.
Impairment of Long-Lived Assets
-------------------------------
In accordance with ASC 360-10-05-4 "Property, Plant, and
Equipment-Impairment or Disposal of Long-Lived Assets", which was previously
Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.
Basic Loss Per Common Share
---------------------------
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at December 31, 2011
for purposes of computing fully diluted earnings per share.
Dividends
---------
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since inception.
F-9
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
Share-Based Payments
--------------------
The Company adopted ASC 718 "Compensation - Stock Compensation", which
was previously Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-based
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.
Under SFAS No. 123R, stock-based compensation cost is measured at the
grant date, based on the estimated fair value of the award, and is recognized on
a straight-line basis as expense over the employee's requisite service period.
The Company adopted the provisions of the SFAS 123R in its fiscal year ended
December 31, 2008 using the modified prospective application method.
The valuation provisions of SFAS 123R apply to new awards and to awards
that are outstanding on the effective date (or date of adoption) and
subsequently modified or cancelled; prior periods are not revised for
comparative purposes. Estimated compensation expense for awards outstanding on
the effective date will be recognized over the remaining service period using
the compensation cost calculated for pro forma disclosure under FASB Statement
No. 123, "Accounting for Stock-Based Compensation".
Fair value of Financial Instruments
-----------------------------------
Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash deposits. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation
("FDIC"). At December 31, 2011, the Company had no amounts in excess of the FDIC
insured limit.
Related Parties
---------------
Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.
F-10
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
Reclassification
----------------
Certain amounts in the prior year financial statements have been
reclassified to conform to current year presentation. Those reclassification
adjustments had no effect on the Company's previously reported net loss.
Recent Accounting Pronouncements
--------------------------------
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855) - Amendments to Certain Recognition and Disclosure Requirements."
ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent
events through the date that the financial statements are issued and removes the
requirement that an SEC filer disclose the date through which subsequent events
have been evaluated. ASC 2010-09 was effective upon issuance.
In June 2009 the FASB issued ASC 860, formerly SFAS 166, "Accounting
for Transfers of financial Assets -- an amendment of FASB Statement No. 140"
(ASC 860). ASC 860 eliminates the concept of a qualifying special-purpose
entity, creates more stringent conditions for reporting a transfer of a portion
of a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. ASC 860 will be effective April 1, 2010. The Company is in the
process of evaluating the impact of this pronouncement on its consolidated
financial position and results of operations. The adoption of this pronouncement
is not expected to have a material impact on the Company's financial position
and results of operations.
In June 2009 the FASB issued ASC 810, formerly SFAS 167, "Amendments to
FASB Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates Interpretation
46(R)'s exceptions to consolidating qualifying special-purpose entities,
contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity. ASC 810 also contains a new
requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity's status as a variable interest entity, a
company's power over a variable interest entity, or a company's obligation to
absorb losses or its right to receive benefits of an entity must be disregarded
in applying Interpretation 46(R)'s provisions. The elimination of the qualifying
special-purpose entity concept and its consolidation exceptions means more
entities will be subject to consolidation assessments and reassessments. ASC 810
will be effective April 1, 2010. The adoption of this pronouncement is not
expected to have a material impact on the Company's financial position and
results of operations.
In August 2009, FASB issued Accounting Standards Update 2009-05 which
includes amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures--Overall. The update provides clarification that in circumstances,
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the techniques provided for in this update. The amendments in this
Update clarify that a reporting entity is not required to include a separate
input or adjustment to other inputs relating to the existence of a restriction
F-11
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
that prevents the transfer of the liability and also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The adoption of this standard did
not have a material impact on the Company's financial position and results of
operations.
The FASB has published FASB Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than as a
combined unit. Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. FASB Accounting Standards
Update 2009-13 is effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The adoption of this standard is not expected to
have a material impact on the Company's financial position and results of
operations.
In September 2009, the FASB issued ASU No. 2009-14, "Software (Topic
985) -- Certain Revenue Arrangements That Include Software Elements" ("ASU No.
2009-14"). ASU No. 2009-14 changes the accounting model for revenue arrangements
that include both tangible products and software elements to allow for
alternatives when vendor-specific objective evidence does not exist. Under this
guidance, tangible products containing software components and non-software
components that function together to deliver the tangible product's essential
functionality and hardware components of a tangible product containing software
components are excluded from the software revenue guidance in Subtopic 985-605,
"Software-Revenue Recognition;" thus, these arrangements are excluded from this
update. ASU No. 2009-14 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010 with early adoption permitted. The adoption of this pronouncement is
not expected to have a material impact on our financial position or results of
operations.
The FASB has issued Accounting Standards Update (ASU) No. 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements. This ASU requires some new disclosures and clarifies some
existing disclosure requirements about fair value measurement as set forth in
Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10
and now requires a reporting entity to use judgment in determining the
appropriate classes of assets and liabilities and to provide disclosures about
the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, as this
standard relates specifically to disclosures, the adoption will not have an
impact on the Company's financial position and results of operations.
F-12
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
In March 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This
standard provides that the milestone method is a valid application of the
proportional performance model for revenue recognition if the milestones are
substantive and there is substantive uncertainty about whether the milestones
will be achieved. Determining whether a milestone is substantive requires
judgment that should be made at the inception of the arrangement. To meet the
definition of a substantive milestone, the consideration earned by achieving the
milestone (1) would have to be commensurate with either the level of effort
required to achieve the milestone or the enhancement in the value of the item
delivered, (2) would have to relate solely to past performance, and (3) should
be reasonable relative to all deliverables and payment terms in the arrangement.
No bifurcation of an individual milestone is allowed and there can be more than
one milestone in an arrangement. The new standard is effective for interim and
annual periods beginning on or after June 15, 2010. The adoption of this
standard is not expected to have a material impact on the Company's financial
position and results of operations.
Subsequent Events
-----------------
We evaluated subsequent events through the date and time our financial
statements were issued.
NOTE 4 GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.
If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.
NOTE 5 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
F-13
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
There is no provision for income taxes due to continuing losses. At
December 31, 2011, the Company has net operating loss carryforwards for tax
purposes of approximately $230,000 which expire through 2030. The Company has
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established.
The Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in stockholder
ownership of the Company occur.
NOTE 6 RELATED PARTY TRANSACTIONS
On November 10, 2008, the company entered into agreement to acquire the
intellectual properties of two (2) pending patents (after consolidation) in the
specific area of fluorescent bulbs for $6,862. This agreement was entered into
the exact same three (3) officers and directors that are the present officers
and directors of our company. We issued a total of 6,862,500 shares for the
intellectual properties of these two (2) pending patents rather than the payment
of cash or equivalent as provided within said agreement.
On December 10, 2008, the company entered into an agreement with Steven
Adelstein, its independent consultant, for the amount of $60,000. This amount
($60,000) represented consulting services were rendered from January 1, 2009
until December 31, 2009 in equal monthly installments. Under the terms and
conditions of the agreement, the Company was advanced cash and cash equivalents
as required to pay for filing expenses including filing fees with the Securities
and Exchange Commission, audit fees for the audited financials as of December
31, 2008, and certain defined operating expenses. The balance for services
provided was for consulting from time to time by Mr. Adelstein as defined in
said agreement.
The total amount of $60,000 was financed by the Company from a note to
Mr. Adelstein, having interest commences to accrue at January 1, 2010, at 7.2%,
having both interest and principal payable with a balloon payment on December
31, 2012. The note was convertible into common shares at $0.05 per share at the
discretion of note holder, and assigns until December 31, 2012. There were no
pre-payment penalties and interest was compounded annually. The amount
outstanding at December 31, 2010 was $0 and at December 31, 2009 was $44,250.
Mr. Adelstein agreed to purchase an additional 525,000 common shares in
February, 2009 at $0.03 per share for a total of $15,750 therefore reducing his
note by $15,750. The company, on June 8, 2010, converted the total amount of Mr.
Adelstein's note for the issuance of common shares at $0.036 per share.
Mr. Adelstein is the husband of Judith Adelstein, a shareholder at
September 30, 2010. From time to time, the company borrows funds from
shareholders of the company. At December 31, 2011 and December 31, 2010, the
company owed $0 and $0, respectively.
The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
F-14
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 PURCHASE AGREEMENT FOR INTELLECTUAL PROPERTY.
On November 5, 2008, EcoLiveGreen, Corp. entered into an Intellectual
Property Agreement with the inventor, developer and owner of three (3) patents
pending which claim commercial lighting technology having energy savings and
being environmentally friendly. Pursuant to this agreement, the Company acquired
solely the intellectual property and related rights to these three (3) pending
patents. The total consideration for the intellectual property purchased was the
issuance of 6,862,500 common shares of EcoLiveGreen, Corp. The issued common
shares were allocated, in part, to three (3) individuals involved with
facilitating the development of the intellectual property as defined in the
Intellectual Property Agreement. The three (3) individuals receiving common
shares are the officer and directors of our Company.
NOTE 8 INTELLECTUAL PROPERTY COSTS
The Company has capitalized costs of $6,862 in acquiring their
intellectual properties at December 31, 2011. The Company will began to amortize
its intellectual properties costs, using the straight-line method over the
estimated useful life of three (3) years, once it was put into service. At
December 31, 2011, the intellectual properties have not been put in service and
therefore, amortization has not commenced.
NOTE 9 EQUITY TRANSACTIONS
On November 8, 2008, the Company issued 6,862,500 shares of common
stock for the purchase of all rights, title and interest into the patent pending
application for the commercial lighting technology designed for commercial and
residential buildings to replace conventional drop ceiling troffers and to
replace the fluorescent bulbs used in the existing and conventional troffers.
The value of the purchase was determined to be the cost to create and develop
the patent application, which was $6,862.
On December 10, 2008, the Company issued 1,687,500 shares of common
stock to an independent consultant for services rendered in the amount of
$1,688.
In February, 2009, the Company issued 450,000 shares of common stock
for $0.025 per share to an investor for cash in the amount of $11,250.
In August, 2009, the Company issued 830,000 shares of common stock for
$0.03 per share pursuant to the company's Form S-1 filing with the Securities
and Exchange Commission to various investors for cash and consideration of
$24,900.
F-15
ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011
In June, 2010, the company issued 2,420,000 shares of common stock for
$0.036 per share as follows:
o 550,000 shares of common stock for $19,800 to two (2) existing
stockholders.
o 1,870,000 shares of common stock for conversion of debt in the
amount of $67,320 to two (2) existing stockholders.
On June 8, 2010, the company amended its articles of incorporation and
bylaws to increase the authorized common stock to 500,000,000 common shares and
provide for 10,000,000 shares of "blank check" preferred stock, each with a par
value of $0.001 per share.
In September, 2010, the Company issued 300,000 shares of common stock
for $0.036 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $11,000.
In December, 2010, the Company issued 300,000 shares of common stock
for $0.04 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $12,000.
For the twelve (12) month period ending December 31, 2011, the company
issued 1,527,500 shares of common stock for $0.05 per share as follows:
o to related parties, Steven Adelstein (900,000 shares)and Tammi
Shnider (577,500 shares)
o to non-related parties, 50,000 shares
The company has no outstanding options and warrants at December 31,
2011 and 2010.
NOTE 10 SUBSEQUENT EVENTS
We evaluated subsequent events through the date and time our financial
statements were available on January 5, 2012.
F-1
