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EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - GARB CORPex312qa033110.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - GARB CORPex321qa033110.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - GARB CORPex311qa033110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended March 31, 2010

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

For the transition period from ____ to ______.

Commission File No. 000-14859

GARB OIL & POWER CORPORATION
(Exact name of registrant as specified in its charter)

Utah
87-0296694
(State or other jurisdiction of
(I.R.S. Employer Identification. No.)
incorporation or organization)
 
   
5248 South Pinemont Dr., Suite C-110
Murray, Utah  84123
(Address of principal executive offices) (Zip Code)
 
(801) 738-1355
(Registrant’s telephone number, including area code)

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

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

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

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

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

There were 115,884,342 shares of the registrant’s common stock outstanding as of May 21, 2010


 
 

 
 
 
EXPLANATORY NOTE
 
 
Garb Oil & Power Corporation (the “Company”) is filing this Amendment to its Quarterly Report on Form 10-Q for the period ended March 31, 2010 originally filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2010 (the “Original filing”). This Amendment is being filed primarily in order to amend and restate the Company’s financial statements in Item 1 and the related information in Item 2.
 
Except where specifically indicated, this Amendment to Form 10-Q does not reflect events occurring after the filing of the Original Filings or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the filing of the Original Filing. Except as expressly set forth in this Form 10-Q/A, the Original Filing has not been amended, updated or otherwise modified.
 
2

 
 

 

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

GARB OIL & POWER CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets


 
March 31, 2010
 
December 31, 2009
ASSETS
(re-stated and unaudited)
   
Current assets:
     
Cash
 $                                   21
 
 $                    19,657
Accounts receivable-trade
                               23,493
 
                       25,105
Due from related party
                                        -
 
                     515,084
Prepaid expenses
                                 4,640
 
                         1,702
Total current assets
28,154
 
561,548
       
Property and equipment, net
                               34,928
 
                       39,131
       
Other assets:
     
Investments
                                         1
 
                                 1
Deposits
                                    300
 
                            300
Total Other assets
                                    301
 
                            301
Total assets
 $                            63,383
 
 $                 600,980
 
 
Refer to Notes to Condensed Consolidated Financial Statements.
3
 
 

 


 
GARB OIL & POWER CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)

 
March 31, 2010
 
December 31, 2009
 
(re-stated and unaudited)
   
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
     
Current liabilities:
     
Bank overdraft
 $                            78,510
 
 $                    70,903
Accounts payable and accrued expenses
                             181,075
 
                     179,752
Related party payable
                             345,335
 
                     104,951
Notes payable
                             658,099
 
                     570,979
Derivative liability
                               43,843
 
                                  -
Notes payable-related parties
                             467,764
 
                     401,939
Accrued interest
                             878,484
 
                     842,393
Accrued interest-related parties
                             133,426
 
                     124,055
Wages payable and other accrued liabilities
                             381,136
 
                     459,733
Income taxes payable
                             109,573
 
                     117,060
Common stock payable
                                 4,000
 
                         4,000
Stock options payable
                                          -
 
                 3,150,000
Total current liabilities
                         3,281,245
 
6,025,765
       
Deferred tax liabilities
                               16,506
 
                       17,244
Total long-term liabilities
                               16,506
 
                       17,244
       
Total liabilities
                         3,297,751
 
                 6,043,009
       
Stockholders’ equity(deficit):
       
        Class A preferred; ($.0001 par value) 150,000,001 shares authorized      
             2 and 0 shares issued and oustanding as of March 31, 2010      
             and December 31, 2009, respectively
                                          -
 
                                  -
         Class B preferred; ($.0001 par value) 1,200,000 shares authorized      
             1,000 and 0 shares issued and oustanding as of March 31, 2010      
             and December 31, 2009, respectively
                                          -
 
                                  -
         Class C preferred; ($.0001 par value) 1,000,000 shares authorized      
             no shares issued and oustanding as of  March 31, 2010      
             and December 31, 2009, respectively
                                          -
 
                                  -
         Common stock; ($.001 par value) 500,000,000 shares authorized,      
             79,300,000 and 79,250,000 shares issued and oustanding at      
             March 31, 2010 and December 31, 2009, respectively
                               79,300
 
                       79,250
Additional paid in capital
                       (2,178,489)
 
               (4,660,949)
Accumulated other comprehensive income
                             103,256
 
                       51,389
Accumulated deficit
                       (1,222,629)
 
                   (897,409)
Total Garb Oil & Power stockholders' equity (deficit)
                       (3,218,562)
 
               (5,427,719)
Non-controlling interest
                             (15,806)
 
                     (14,310)
Total  stockholders' equity (deficit)
                       (3,234,368)
 
               (5,442,029)
Total liabilities and stockholders' equity (deficit)
 $                            63,383
 
 $                 600,980
   
Refer to Notes to Condensed Consolidated Financial Statements.
 
4
 
 
 

 


GARB OIL & POWER CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations


 
For the three month periods ended
 
March 31, 2010
 
March 31, 2009
 
(re-stated and unaudited)
  (unaudited)
SALES
     
Sales
 $                              -
 
 $                   22,852
Sales-related party
                                 -
 
                               -
TOTAL SALES
                                 -
 
                       22,852
COST OF SALES
                                 -
 
                               -
GROSS PROFIT
                                 -
 
                       22,852
       
OPERATING EXPENSES
     
Selling, general and administrative
250,800
 
40,148
Total Operating Expenses
250,800
 
40,148
       
INCOME (LOSS) FROM OPERATIONS
                    (250,800)
 
                     (17,296)
       
OTHER INCOME(EXPENSE)
     
Other income
                        12,947
 
                            258
Interest expense
                      (88,497)
 
                       (1,217)
Total Other Income(Expense)
                      (75,550)
 
                          (959)
LOSS BEFORE INCOME TAXES
                    (326,350)
 
                     (18,255)
PROVISION(BENEFIT) FOR INCOME TAXES
                              366
 
                            763
       
NET LOSS BEFORE NON-CONTROLLING INTEREST
                    (326,716)
 
                     (19,018)
Net Income (loss) attributable to non-controlling interest
                        (1,496)
 
                         2,411
NET LOSS ATTRIBUTABLE TO GARB OIL & POWER
                    (325,220)
 
                     (21,429)
       
OTHER COMPREHENSIVE INCOME(LOSS):
     
Foreign currency translation adjustment
                      (51,867)
 
                         9,415
TOTAL COMPREHENSIVE INCOME (LOSS)
                    (377,087)
 
                     (12,014)
Comprehensive income(loss) attributable to non-controlling interest
                      (10,373)
 
                         1,883
COMPREHENSIVE INCOME(LOSS) ATTRIBUTABLE TO GARB OIL & POWER
 $                 (366,714)
 
 $                 (13,897)
       
BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO GARB OIL & POWER SHAREHOLDERS
 $                       (0.00)
 
 $                      (0.00)
       
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
79,250,000
 
               79,250,000
 
Refer to Notes to Condensed Consolidated Financial Statements.
 
5

 
 

 

 
GARB OIL & POWER CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows


 
For the three months ended
 
March 31, 2010
 
March 31, 2009
 
(re-stated and unaudited)
    (unaudited)
Cash Flows from Operating Activities:
     
Net loss
 $              (325,220)
 
 $                     (21,429)
Adjustments to reconcile net loss to net cash from
     
operating activities:
     
Net loss attributable to non-controlling interest
                      (1,496)
 
                             2,411
Depreciation
                        1,700
 
                             2,903
Shares issued for services
                      51,505
 
                                   -
Loan fees
                      39,207
 
                                   -
Contributed services
                               -
 
                          39,087
Changes in assets and liabilities:
     
Accounts recievable
                        1,612
 
                          18,419
Related party receivable
                               -
 
                        (24,026)
Prepaid expenses
                      (2,939)
 
                                (61)
Accounts Payable
                      13,239
 
                             4,005
Accrued interest
                      36,091
 
                                   -
Accrued interest-related party
                        9,371
 
                                   -
Income taxes payable
                      (8,226)
 
                                   -
Other accrued expenses
                      56,194
 
                           (3,636)
Net cash flows from operating activities
                  (128,962)
 
                          17,673
Cash flows from investing activities:
     
Net cash flows from investing activities
                               -
 
                                   -
Cash flows from financing activities:
     
Net Proceeds from convertible notes payable
                      47,000
 
                                   -
Bank overdraft
                        7,607
 
                                   -
Payments on notes payable-related party
                               -
 
                           (1,175)
Due to related party for acquisition of NewView
                               -
 
                                   -
Proceeds from issuance of common stock
                        5,000
 
                                   -
Net cash flows from financing activities
                      59,607
 
                           (1,175)
Net Increase(Decrease) in cash and cash equivalents
                    (69,355)
 
                          16,498
Effect of exchange rates on cash
                      49,719
 
                                199
Beginning Cash and Cash equivalents
                      19,657
 
                             4,810
Ending Cash and Cash equivalents
 $                          21
 
 $                       21,507
       
Supplemental Disclosures of Cash flow information:
     
Cash paid for interest
 $                             -
 
 $                         1,745
Cash paid for income taxes
 $                             -
 
 $                                 -
       
Supplemental Disclosures of Non-cash Investing and Financing Activities      
Series A Preferred shares issued to relieve debt
 $                134,790
 
 $                                 -
Stock options granted as partial consideration for acquisition of RPS GmbH Resource Protection Systems
 $             3,150,000
 
 $                                 -
Decrease in Due from related party due to acquisition of NewView
 $                515,084
 
 $                                 -
Increase in Notes payable related party due to acquisition of NewView
 $                355,636
 
 $                                 -
 

Refer to Notes to Condensed Consolidated Financial Statements
 
6

 
 

 

 
GARB OIL & POWER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2010 and 2009
(Unaudited)

Note 1.  Basis of Presentation

Garb Oil & Power Corporation (the “Company”) prepared the condensed consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as permitted by such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2009 previously filed with the SEC in an annual report on Form 10-K.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments (normal and recurring in nature) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for the periods presented may not be indicative of the results that may be expected for the entire fiscal year.

The discussion and analysis of the Company’s financial condition and results of operations is based upon its condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, the Company evaluates its estimates. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

On January 15, 2010, RPS GmbH Resource Projections Systems (“RPS”), a corporation organized under the laws of Germany, and wholly-owned subsidiary of the Company, purchased 80% of the approved the issuance of and outstanding stock of Newview S.L., a company organized under the laws of Spain (“Newview”). The transaction is accounted for as entities under common control. As the transaction combines two commonly controlled entities that historically have not been presented together, the resulting financial statements are, in effect, considered those of a different reporting entity. This results in a change in reporting entity, which requires retrospectively combining the entities for all periods presented as if the combination had been in effect since inception of common control. The financial information of previously separate entities, prior to the acquisition date, is now shown as combined. The assets and liabilities of the combined entities are shown at historical cost. Subsequent to the filing of the original March 31, 2010 10-Q, the December 31, 2009 consolidated financial statements, including the retrospective combining of Newview, have now been audited and are no longer reflected as unaudited.

Revenue Recognition
 
Revenue is recognized when persuasive evidence of an arrangement exists, which is generally in the form of a signed contract which specifies a price, the sales amount is determined, shipment of goods to the customer has been received and accepted or services have been rendered, and collection is reasonably assured.  In the past the company has engaged in consulting activities but currently has no consulting contracts, revenue from these activities or expectations for such in the foreseeable future.

Note 2. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the condensed consolidated financial statements, during the three months ended March 31, 2010 and 2009, the Company has incurred a net loss of $325,220 and $21,429, respectively, and as of March 31, 2010, the Company’s accumulated deficit was $1,222,629. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain successful operations. Management is continuing its efforts to obtain the necessary financing as may be required to generate sufficient cash flows for future operations. Management is pursuing avenues of generating cash or revenues. The Company is pursuing sales of its waste-to-energy, waste-rubber and e-scrap plants on which the Company would earn a commission. The Company is also attempting to interest purchasers, or potential purchasers, of Garb shredders and plants in establishing joint ventures. The Company also continues to pursue financing to build commission and operate its own waste refinement and recycling plants. Management also believes that with the new line-up of next-regeneration machines, industry expertise, website and marketing strategies that are now implemented, the potential for machinery and plant sales has increased.
 
7

 
 

 
There is no assurance that the Company will be able to obtain cash flow from operations or to obtain additional financing. If these are not available to the Company, the Company may not be able to continue operations. While management remains hopeful that one or more transactions will proceed, no assurances can be expressed as to the Company’s continuing viability in the absence of revenues. Current funding has come from operations and sales and the Company is currently in negotiations with several investment sources for equity investment in the company, which if successful, will satisfy long-term operations and capital expenditures. There are no guarantees that such negotiations will be successful.

Note 3. Income Taxes

The Company recognizes the amount of income taxes payable or refundable for the current period and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement amounts of certain 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 those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent that uncertainty exists as to whether the deferred tax assets will ultimately be realized.

The Company files income tax returns in the U.S. federal jurisdiction, and Utah state jurisdiction. Effective January 1, 2007 we adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, “Accounting for Uncertainty in Income Taxes.” ASC 740 is a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. If an income tax position exceeds a more likely than not (greater than 50%) probability of success upon tax audit, the company will recognize an income tax benefit in its financial statements. Additionally, companies are required to accrue interest and related penalties, if applicable, on all tax exposures consistent with jurisdictional tax laws. We did not have any unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of implementing ASC 740. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Our policy is that we recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740, we did not have any accrued interest or penalties, associated with any unrecognized tax benefits, nor were any interest expense recognized during the period. Our effective tax rate differs from the federal statutory rate primarily due to non-deductible expenses and is offset somewhat by state tax credits.

Note 4. Acquisition of Newview

On January 15, 2010, RPS purchased, through a business combination, 80% of the approved the issuance of and outstanding stock of Newview (the “Newview Acquisition”). The Company purchased Newview because it holds certain prorietary information and other technology relating to the Company’s e-waste recycling and processing business. At the time of the purchase, Igor Plahuta, Director of the Company, was the 100% owner of Newview.

The total maximum consideration that may be paid to Mr. Plahuta for the Newview Acquisition is €600,000 ($870,000), including cancellation of indebtedness owed by Mr. Plahuta to RPS of €300,000 ($435,000), cash up to €150,000 ($217,000) from the sale of a 47% participation in Sistema Proteccion Recursos, a company organized under the laws of Spain when RPS consummates such sale and receives payment, and cash up to €150,000 ($217,000) from profits of RPS based on a percent of gross sales of RPS during a certain period. Other than the cancellation of indebtedness, none of the consideration for the purchase has been paid as of March 31, 2010.

The transaction is accounted for as entities under common control. As the transaction combines two commonly controlled entities that historically have not been presented together, the resulting financial statements are, in effect, considered those of a different reporting entity. This resulted in a change in the reporting entity, which requires retrospectively combining the entities for all periods presented as if the combination had been in effect since inception of common control.

The Company recorded the combination of Newview as a transaction between entities under common control, which is accounted for similar to a “pooling of interests” transaction. The balance sheet of Newview at December 31, 2009 was as follows:

 
December 31, 2009
Cash
$
             19,657 
Accounts Receivable
 
                16,866 
Prepaid expenses
 
                    676 
Property Plant and Equipment
 
                33,197 
Accounts Payable
 
                 (6,684)
Other current liabilities
 
                 (4,550)
Due to related party
 
             (126,495)
Non-controlling interest
 
               (14,310)
Equity
 
              67,333 
 
8
 
 

 
Note 5. eWaste

On March 24, 2010, the Company, along with Soil Remediation Inc. (“SRI”), Steel Valley Design Inc., LMW Holding Company Inc., Odyssey Environmental LLC, Robert D. Carcelli, Inc., Liberian Holding Corporation, Inc., and Three C’s Distributing, Inc. (collectively, the “eWaste Founders”) formed eWaste USA, Inc., a Delaware corporation, (“eWaste”) with the intent of building, owning and managing ten e-scrap (e-waste) plants on the East Coast of the United States with total value of $135,000,000.  John Rossi, the President and Chief Executive Officer of the Company, is the Chairman and Chief Executive Officer of eWaste.  As of the end of the three-month period ending March 31, 2010 there was no activity in eWaste.  eWaste will be consolidated with the Company in future periods once it has activity. After March 31, 2010, the eWaste Founders contributed to the formation and initial expenses of the Company in exchange for their proportionate ownership in eWaste. The Company contributed 51% of all expenses and the other members contributed 49% as per their assigned shareholding.  Accordingly, the Company owns 51% of eWaste and the other eWaste Founders own the remaining 49% among themselves.

Note 6. Convertible Debt Issuance

On March 11, 2010 the Company borrowed $50,000 from Asher Enterprises Inc. (“Asher”) pursuant to a convertible promissory note (the “Asher Note”). The Asher Note bears interest at 8% per annum and has a maturity date of December 5, 2010. Asher has the right to immediately convert the Asher Note before the maturity date, into shares of the Company’s common stock (“Common Stock”) at a discount of 42% of the average of the lowest 3 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the notes are immediately convertible into a variable number of shares based on a fixed monetary value the Company followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $36,207 was recognized as interest expense on the date of issuance.  As of March 31, 2010, no portion of the Asher Note has been converted to common stock. The balance of the note as of March 31, 2010 is $86,207.

 Note 7. Equity

During the year ended December 31, 2009, the Company recorded the granting of unregistered stock options to purchase 100,000,000 shares of Common Stock (the “Options”) as a $3,150,000 liability on the balance sheet labeled “common stock options payable,” because the Options did not become effective or exercisable until the authorized capital of the Company was increased to not less than 220,000,000 shares of Common Stock. On March 1, 2010 the Company amended its Articles of Incorporation to among other things increase its authorized common shares from 80,000,000 to 500,000,000. Because the Company increased the total authorized shares of Common Stock to over 220,000,000 upon filing the Amendment, the liability for the Options was then removed from the Company’s balance sheet and the $3,150,000 was recorded as additional paid in capital for the three-month period ended March 31, 2010.
 
In January 2010 the Company approved the issuance of 50,000 of Common Stock to LeRoy Jackson for cash at a price per share of $0.10 for aggregate gross proceeds of $5,000 in an unregistered sale of securities (the “Jackson Issuance”).  The shares were approved the issuance of with a conversion feature into preferred shares.
 
On March 1, 2010, the Company amended Article IV of its Articles of Incorporation (the “Amendment”) to, among other things increase its authorized common shares from 80,000,000 to 500,000,000 with a par value of $0.001 and create three new classes of preferred stock, class A preferred (“Class A Preferred Stock”), consisting of 150,000,001 authorized shares with a par value of $.0001, Class B Preferred Stock, consisting of 1,200,000 authorized shares with a par value of $.0001 and class C preferred (“Class C Preferred Stock”), consisting of 1,000,000 authorized shares with par value of $.0001. A summary of the pertinent rights and privileges of the new classes of preferred stock is as follows:
Class A Preferred Stock
Conversion Rights-Each outstanding share of Class A Preferred Stock shall be convertible, at the option of the older into shares of Common Stock equal to (i) four times the total number of shares of Common Stock which are approved the issuance of and outstanding at the time of such conversion plus (ii) the total number of shares of Class B Preferred Stock and Class C Preferred Stock which are approved the issuance of and outstanding at the time of such conversion minus (iii) the number of other shares of Class A Preferred Stock approved the issuance of and outstanding immediately prior to the time of such conversions.
Voting Rights-The total aggregate approved the issuance of shares of Class A Preferred Stock shall have aggregate right to a number of votes equal to (i) four times the total number of shares of Common Stock which are approved the issuance of and outstanding at the time of voting, plus (ii) the total number of shares of Class B and Class C Preferred Stocks which are approved the issuance of and outstanding at the time of voting minus (iii) the number of shares of Class A Preferred Stock approved the issuance of and outstanding at the time of voting.
Class B Preferred Stock
Dividends-Class B shareholders shall be entitled to receive dividends, when, as and if declared by the Board of Directors.
Conversion Rights-Each outstanding share of Class B Preferred Stock shall be convertible, at the option of the holder, into the number of shares of Common Stock equal to the price of the Class B Preferred Stock, $2.50 divided by the par value of the Common Stock, $0.001. The shares may not be converted into shares of Common Stock for a period of six months after purchase.
Voting Rights-Each share of Class B Preferrd Stock shall have ten votes.
Class C Preferred Stock
Dividends-Class C shareholders shall be entitled to receive dividends, when, as and if declared by the Board of Directors.
Conversion Rights-Each outstanding share of Class C Preferred Stock shall be convertible into 500 shares of Common Stock.
 
9

 
 

 
On March 22, 2010, the Company entered into a Stock Purchase Agreement with John Rossi and Igor Plahuta for the sale and issuance of one (1) share of Class A Preferred Stock to each of Mr. Rossi and Mr. Plahuta (the “Class A Issuance”).  The shares were approved the issuance of in satisfaction of $134,790(€100,000) owed by the Company to Mr. Rossi and Mr. Plahuta. The Company could be required to obtain shareholder approval to increase the Company’s authorized shares to net share or physically settle a contract, therefore share settlement was determined not to be controlled by the company.  In accordance with ASC 815-40-25-19 through 24 which indicates that asset or liability classification is required where the maximum number of shares that could be required to be delivered under share settlement of the contracts exceeds the total authorized shares. The company accounted for the total shares potentially issuable in excess of the total authorized shares of 1,289,489 multiplied by the March 31, 2010 trading price of $0.034 for a total amount of $43,843 as an expense and derivative liability in accordance with ASC 815.  Subsequent to period end, the board of directors increased the authorized shares so there were no potentially issuable shares in excess of total authorized shares.

Note 8. Related Party Transactions

On January 15, 2010 as part of the acquisition of NewView(See Note 4) the Company recorded a payable to Igor Plahuta of $335,636 and relieved a receivable owed to the Company by Mr. Plahuta of $515,084. As of March 31, 2010 the amount owed to Mr.Plahuta was $345,335, which was recorded in related party payable.

On January 15, 2010 the Company received $12,500 in cash from John Rossi from proceeds of the sale of certain of his shares of Common Stock that Mr. Rossi sold to a third party.  This transaction was recorded as a payable to John Rossi. The Company’s board of directors (the “Board”) agreed to issue 1.5 shares to John Rossi for each share that he sold of his own stock in satisfaction of such payable. Such issuance of additional shares to John Rossi was recorded as APIC and common stock for the par value of such shares totaling $6,250.

From time to time, our CEO, John Rossi incurred expenses in behalf of the Company.  At March 31, 2010 the balance owed to Mr. Rossi was $65,825. The balance has been accrued in notes payable related parties. The Company also has notes payable due to former executives of the Company, or entities under their control, in the amounts of $180,000, $188,075, $21,500 and $12,363.

On March 22, 2010, the Company entered into a Stock Purchase Agreement with John Rossi and Igor Plahuta for the sale and issuance of one (1) unregistered share of Class A Preferred Stock to each of Mr. Rossi and Mr. Plahuta.  The shares were approved the issuance of in satisfaction of $134,790(€100,000) owed by Garb to Mr. Rossi and Mr. Plahuta.

Note 9. Subsequent Events

Management has evaluated subsequent events as of the date the financial statements were originally issued. There are a number of material subsequent events that have occurred, which were approved by the board , as follows:
 
In April 2010, the Company received and accepted purchase orders to design, install and sell an e-waste recycling plant to La Stella Maris Inc. of Virginia for $13,492,000 (the “La Stelle Maris Plant”). Building of the La Stella Maris Plant is expected to start by November 30, 2010, with commissioning planned by March 15, 2011.  Proceeds from the sale of the La Stelle Maris Plant are paid on certain milestones and benchmarks during the life of the project.  Sale of the La Stelle Maris Plant is subject to the buyer’s timely payment of milestone payments. While a small part of the financing of the La Stelle Maris Plan could be funded through equity, the Company expects that the financing of the La Stelle Maris Plant will be fully funded through debt contributions via third party lenders. The initial working capital costs of the La Stelle Maris Plant may be contributed by the Company.
 
In April 2010, the Company approved the issuance of 500,000 shares of Common Stock to Premier Media Services, Inc. (“PMS”) pursuant to that certain Agreement by and between the Company and PMS dated February 27, 2010 (the “PMS Agreement ”), at a per share price of $0.035 for $17,500 for services provided.  The PMS Agreement provides, among other things, that Company will pay PMS for the first three months of the PMS Agreement, a monthly fee of $7,500 cash or $12,500 in stock, and that Company also will issue options to PMS to purchase the following number of shares of Common Stock at the following exercise prices per share (i) 100,000 shares at $0.15, (ii) 100,000 shares at $0.25, (iii) 100,000 at $0.35, (iv) 100,000 shares at $0.50 and (v) 100,000 shares at $1.00, each with a exercise period of five (5) years from the date of the Agreement (collectively, the “ PMS Options ”).  The Company has not yet approved the issuance of the PMS Options.

In April 2010, the Company approved the issuance of 50,000 shares of Common Stock to Premier Funding & Financial Marketing Service LLC (“PFFM”) pursuant to that certain Agreement by and between the Company and PFFM dated January 14, 2010 for $1,750 for services provided.

In April 2010, the Company approved the issuance of 500,000 shares of Common Stock to Richard Papaleo pursuant to that certain Consulting Agreement by and between the Company and Mr. Papaleo dated April 1, 2010 for $22,500 for services provided.
 
In May 2010, the Company approved the issuance of 6,469,187 shares of Common Stock to Greg Shepard for forgiveness of $103,507 of debt.

In May 2010, the Company approved the issuance of an aggregate of 150,000 shares of Common Stock to various purchasers for an aggregate of $4,500 of services provided.
 
10

 
 

 
In May 2010, the Company approved the issuance of an aggregate of 10,000 shares of Class B Preferred Stock to various purchasers for an aggregate of $25,000 of services provided.

In May 2010, the Company approved the issuance of an aggregate of 13,480 shares of Class B Preferred Stock to various purchasers for aggregate gross proceeds of $33,700.

In May 2010, the Company approved the issuance of an aggregate of 23,198 shares of Class B Preferred Stock to related parties of the Company in satisfaction of accrued wages totaling $115,988.

In May 2010, the Company approved the issuance of 7,389 shares of Class B Preferred Stock to a related party of the Company, for forgiveness of $36,943 of debt.

In May 2010, the Company approved the issuance of 11,715 shares of Class B Preferred Stock to a related party of the Company, in satisfaction of $29,286 owed to the purchaser for expense reimbursement.

In May 2010, the Company approved the issuance of 10,625,000 shares of Common Stock to a related party of the Company for replacement of shares of Common Stock the related party sold to third parties to raise capital for the Company.

In May 2010, the Company approved the issuance of an aggregate of 8,325 shares of Class B Preferred Stock to various parties for aggregate gross proceeds of $18,750.

In May 2010, the Company approved the issuance of 2,775 shares of Class B Preferred Stock to a related party for aggregate gross proceeds of $6,250.

In May 2010, the Company approved the issuance of 173 shares of Class B Preferred Stock to a related party in satisfaction of $432 owed to such purchaser for expense reimbursement.

In May 2010, the Company approved the issuance of 120 shares of Class B Preferred Stock for aggregate gross proceeds of $300.

In May 2010, the Company approved the issuance of 18,290,155 shares of Common Stock to an affiliate for forgiveness of $274,352 of debt.

In May 2010, the Company approved the issuance of 50,000 shares of Class B Preferred Stock to a related party of the Company for forgiveness of $222,734 of debt.

Note 10. Re-statement of March 31, 2010 unaudited financial statements

The Company has determined that it had incorrectly accounted for its convertible debt transactions for the period ending March 31, 2010. The Company originally recorded a discount to the liability balance for a beneficial conversion feature of $36,207, which was accreted over the life of the note payable. However, since the notes are immediately convertible into a variable number of shares based on a fixed monetary value the Company determined it should be accounted for under the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $36,207 was recognized as interest expense and recorded in Notes payable on the date of issuance. Also, in conjunction with the audit of our 2010 financial statements we determined that our valuation of stock issuances was incorrect. In addition to these changes, the Company also made various re-classification changes throughout the financial statements and related notes to the financial statements to conform to changes made to the annual financial statements. The following table shows the effect of the changes on the unaudited financial statements.
 
11
 
 
 

 
 


Consolidated Balance sheets
         
 
March 31, 2010
 
March 31, 2010
 
Change
ASSETS
(re-stated)
 
(as originally filed)
   
Current assets:
         
Cash
 $                       21
 
 $                        21
 
 $                -
Accounts receivable-trade
                   23,493
 
                   23,493
 
                   -
Prepaid expenses
                     4,640
 
                     1,866
 
            2,774
Total current assets
28,155
 
25,380
 
2,774
           
Property and equipment, net
                   34,928
 
                   34,928
 
                  -
           
Other assets:
         
Investments
                             1
 
                             1
 
                   -
Deposits
                        300
 
                         300
 
                   -
Total Other assets
                        301
 
                         301
 
                   -
Total assets
 $               63,383
 
 $                60,609
 
 $         2,774
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
         
Current liabilities:
         
Bank overdraft
 $               78,510
 
 $                78,510
 
 $                -
Accounts payable and accrued expenses
                181,075
 
171,641
 
            9,434
Related party payable
                345,335
 
228,046
 
        117,289
Convertible notes payable
                           -
 
36,207
 
        (36,207)
Notes payable
                658,099
 
614,493
 
          43,606
Derivative liability
                   43,843
 
                   43,843
 
                   -
Notes payable-related parties
                467,764
 
                 467,764
 
                   -
Accrued interest
                878,484
 
                 878,484
 
                   -
Accrued interest-related parties
                133,426
 
                 133,426
 
                   -
Wages payable and other accrued liabilities
                381,136
 
                 560,636
 
      (179,500)
Income taxes payable
                109,573
 
                 109,573
 
                   -
Common stock payable
                     4,000
 
                     4,000
 
                   -
Total current liabilities
3,281,245
 
3,326,623
 
        (45,378)
           
Deferred tax liabilities
                   16,506
 
                   16,506
 
                   -
Total long-term liabilities
                   16,506
 
                   16,506
 
                     -
           
Total liabilities
             3,297,751
 
              3,343,129
 
        (45,378)
           
Stockholders’ equity(deficit):
         
Common stock
                   79,300
 
                     7,925
 
          71,375
Additional paid in capital
           (2,178,489)
 
            (2,172,189)
 
          (6,300)
Accumulated other comprehensive income
                103,256
 
                   47,572
 
          55,684
Accumulated deficit
           (1,222,629)
 
            (1,149,864)
 
        (72,765)
Total Garb Oil & Power stockholders' equity(deficit)
           (3,218,562)
 
            (3,266,556)
 
          47,994
Non-controlling interest
                 (15,806)
 
                 (15,964)
 
                158
Total stockholders' equity(deficit)
           (3,234,368)
 
            (3,282,520)
 
          48,152
Total liabilities and stockholders' equity
 $               63,383
 
 $                60,609
 
 $         2,774

12
 
 

 


Consolidated Statements of Operations
         
 
For the three month periods ended
 
March 31, 2010
 
March 31, 2010
 
Change
 
(re-stated )
 
(as originally filed)
   
SALES
         
Sales
 $                           -
 
 $                         -
 
 $                         -
Sales-related party
                               -
 
                            -
 
                            -
TOTAL SALES
                               -
 
                            -
 
                            -
COST OF SALES
                               -
 
                            -
 
                            -
GROSS PROFIT
                               -
 
                            -
 
                            -
           
OPERATING EXPENSES
         
Selling, general and administrative
250,800
 
217,190
 
33,610
Total Operating Expenses
250,800
 
217,190
 
33,610
INCOME (LOSS) FROM OPERATIONS
                  (250,800)
 
               (217,190)
 
                 (33,610)
           
OTHER INCOME(EXPENSE)
         
Other income
                      12,947
 
                       (349)
 
                   13,296
Interest expense
                    (88,497)
 
                 (99,404)
 
                   10,907
Total Other Income(Expense)
                    (75,550)
 
                 (99,753)
 
                   24,203
LOSS BEFORE INCOME TAXES
                  (326,350)
 
               (316,943)
 
                   (9,407)
PROVISION(BENEFIT) FOR INCOME TAXES
                           366
 
                         373
 
                           (7)
           
NET LOSS BEFORE NON-CONTROLLING INTEREST
                  (326,716)
 
               (317,316)
 
                   (9,400)
Net Income (loss) attributable to non-controlling interest
                      (1,496)
 
                   (1,525)
 
                           29
NET LOSS ATTRIBUTABLE TO GARB OIL & POWER
               (325,220)
 
             (315,791)
 
                 (9,429)
           
OTHER COMPREHENSIVE INCOME(LOSS):
         
Foreign currency translation adjustment
                    (51,867)
 
                            -
 
                 (51,867)
TOTAL COMPREHENSIVE INCOME (LOSS)
                  (377,087)
 
               (315,791)
 
                 (61,296)
Comprehensive income(loss) attributable to non-controlling interest
                    (10,373)
 
                            -
 
                 (10,373)
COMPREHENSIVE INCOME(LOSS) ATTRIBUTABLE
  TO GARB OIL & POWER
 $              (366,714)
 
 $            (315,791)
 
 $              (50,923)
           
BASIC AND DILUTED LOSS PER COMMON SHARE
  ATTRIBUTABLE TO GARB OIL & POWER
  SHAREHOLDERS
 $                     (0.00)
 
 $                  (0.00)
 
 $                  (0.00)
           
WEIGHTED AVERAGE OF COMMON SHARES
  OUTSTANDING
79,250,000
 
79,273,077
 
                 (23,077)

13
 
 

 

Statements of Cash flows
For the three months ended
   
 
March 31, 2010
 
March 31, 2010
 
Change
    (restated)     (as originally filed)    
Cash Flows from Operating Activities:
         
Net Income (loss)
 $        (325,220)
 
 $            (317,316)
 
 $          (7,904)
Adjustments to reconcile net loss to net cash from
         
operating activities:
         
Net loss attributable to non-controlling interest
               (1,496)
 
                   (1,525)
 
                     29
Depreciation
                 1,700
 
                     1,732
 
                   (32)
Shares issued for services
               51,505
 
                            -
 
             51,505
Loan fees
               39,207
 
                            -
 
             39,207
Interest related to convertible debentures
                        -
 
                         167
 
                 (167)
Common stock issued for interest expense
                        -
 
                     4,846
 
              (4,846)
Changes in assets and liabilities:
         
Accounts recievable
                 1,612
 
                     1,612
 
                      -
Prepaid expenses
               (2,939)
 
                       (164)
 
              (2,775)
Accounts Payable
               13,239
 
                 133,414
 
         (120,175)
Accrued interest
               36,091
 
                            -
 
             36,091
Accrued interest-related party
                 9,371
 
                            -
 
                9,371
Income taxes payable
               (8,226)
     
              (8,226)
Other accrued expenses
               56,194
 
                            -
 
             56,194
Net cash flows from operating activities
           (128,962)
 
               (177,234)
 
             48,272
Cash flows from investing activities:
         
Net cash flows from investing activities
                        -
 
                            -
 
                      -
Cash flows from financing activities:
         
 Net Proceeds from convertible notes payable
               47,000
 
                   47,914
 
                 (914)
Bank overdraft
                 7,607
 
                            -
 
                7,607
Payments on notes payable-related party
                        -
 
                   59,576
 
           (59,576)
Due to related party for acquisition of NewView
                        -
 
                            -
 
                      -
Proceeds from issuance of Series B preferred shares
                 5,000
 
                     5,000
 
                      -
Net cash flows from financing activities
               59,607
 
                 112,490
 
           (52,883)
Net Increase(Decrease) in cash and cash equivalents
             (69,355)
 
                 (64,744)
 
              (4,611)
Effect of exchange rates on cash
               49,719
 
                   45,108
 
                4,611
Beginning Cash and Cash equivalents
               19,657
 
                   19,657
 
                      -
Ending Cash and Cash equivalents
 $                    21
 
 $                        21
 
 $                   -
           
Supplemental Disclosures of Cash flow information:
         
Cash paid for interest
 $                     -
 
 $                     648
 
 $              (648)
           
Supplemental Disclosures of Non-cash Investing and Financing Activities
         
Series A Preferred shares issued to relieve debt
 $          134,790
 
 $                         -
 
 $        134,790
Stock options granted as partial consideration for acquisition
         
of RPS GmbH Resource Protection Stystems
 $      3,150,000
 
 $                         -
 
 $     3,150,000
Decrease in related party payable related to acquisition of NewView
 $          515,084
     
 $        515,084
Increase in notes payable related party related to acquisition of NewView
 $          355,636
 
 $                         -
 
 $        355,636

14
 
 
 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition or Results of Operation.

Forward Looking Information

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included elsewhere in this report. In addition to historical information, this quarterly report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “estimates,” “intends,” “potential,” “projected,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.

These statements are based on current expectations and assumptions regarding future events and business performance and involve known and unknown risks, uncertainties and other factors that may cause industry trends or our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.  The Company’s actual results may differ significantly from the results discussed in the forward-looking statements. The following discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report. Unless otherwise stated, references in this report to particular years or quarters refer to the Company’s fiscal years ended in December and the associated quarters of those fiscal years.

Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We will not and assume no obligation to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results or changes in our expectations, except as required by law. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report.

In this Quarterly Report, references to “Garb,” the “Company,” “we,” “us,” “our” (and words of similar import) refer to Garb Oil & Power Corporation, a Utah corporation, and such references also include our wholly-owned subsidiary, Resource Protection Systems GmbH, our subsidiaries Newview S.L. and eWaste USA, Inc. and any other subsidiary of the Company, unless specific reference is made to a particular company or a subsidiary of a company.

Further Information

The reports we file with the SEC are available, free of charge, on the Investor Relations page of our Web site www.ir-site.com/garb/sec.asp, as soon as reasonably practicable after we electronically file such material with the SEC.  Information on our Web site does not constitute a part of this quarterly report on Form 10-Q.

Business

Garb is a fast-growing provider of high-quality equipment to the waste processing and recycling industries.  Garb supplies enabling technologies that allow its clients to push their waste processing and recycling goals forward. Whether the need is for single machines or an entire plant, Garb provides innovative, profitable ideas and comprehensive value-added providing for a high rate of return on investment.

Garb was incorporated in the State of Utah in 1972 under the name Autumn Day, Inc.  The Company changed its name to Energy Corporation International in 1978, to Garb-Oil Corporation of America in 1981 and finally to Garb Oil & Power Corporation in 1985.

The Company has designed a system intended to recover rubber from used large, off-the-road (“OTR”) tires. The Company has the rights to act as the non-United States agent for a third party’s unproven technology for the remediation of radioactive wastes and exclusive rights to build its plants in the United States and abroad.

Recent Developments

On October 27, 2009, the Company consummated the acquisition of RPS.  RPS provides equipment and products to the waste processing, energy and recycling industries. It supplies the enabling technologies for waste processing and recycling, from the single machines to entire plants, specializing but not limited to, waste rubber, municipal waste, domestic waste, waste to energy, electronic scrap and all derivatives relating to these industries, including rubber power, fine rubber particles, alloys of rubber, TPE-V and rubber, elastomers, compounds and technical rubber products from raw material, to processing, manufacturing and wholesaling available to both the recycling industry and original product manufacturers and producers.
 
15

 
 

 
On January 15, 2010, RPS, acquired 80% of the approved the issuance of and outstanding stock of Newview.  Newview holds certain proprietary information and other technology we believe help complete our e-waste processing business and processes.  This technology has now become integrated into our sales network.

Outlook

Management is pursuing multiple avenues of generating cash or revenues during the next twelve months. The Company is pursuing sales of the crumb rubber plants on which the Company would earn a commission. The Company is also attempting to interest purchasers of Garbalizer shredders in establishing used and new tire marketing joint ventures. The Company continues to pursue the licensing or leasing of the Company’s OTR Tire Disintegrator System. The Company is exploring the synergies of its businesses, such as offering to joint venture a UTTI-type operation with the purchaser of a crumb rubber plant. The Company believes that with new marketing strategies it has implemented, the potential for machinery sales has increased. The Company is now in the process of marketing commodities imported from China through it’s a distributor, Lone Willow, LLP of Virginia (“Lone Willow”). The Company has submitted quotes for dry wall, cement and other building materials to Lone Willow which Lone Willow will market to users of such materials in the Eastern, North Eastern and South Eastern United States. Because of its minority-owned status, Lone Willow has an opportunity to achieve a favorable position for sales to contractors involved in rebuilding in Louisiana, Mississippi, Texas and other areas. Additional building materials and other commodities are available to the Company from China if the Company and Lone Willow are successful in marketing the commodities. If any of such possible transactions occur, management believes that the Company would have sufficient resources to operate for the next twelve months.

However, there is no assurance that the Company will be able to obtain cash flow from operations or to obtain additional financing. If these are not available to the Company, the Company may not be able to continue operations. While management remains hopeful that one or more transactions will proceed, no assurances can be expressed as to the Company’s continuing viability in the absence of revenues. Substantially all of the Company’s existing liabilities, other than trade payables and deferred revenue, are owed to the shareholders of the Company. Current funding has come from operations and sales and the Company is currently in negotiations with several investment sources for equity investment in the company, which if successful, will satisfy long-term operations and capital expenditures. There are no guarantees that such negotiations will be successful.

Results of Operation

Operating expenses for the Company have been paid, to the extent possible, from short-term unsecured notes from shareholders and private placements of securities.

For the three-month period ended March 31, 2010, the Company’s net loss was $325,220 compared with a net loss of $21,429 for the same period in 2009.  On a per share basis, the net loss for the three-month period ended March 31, 2010 was $0.00 compared to net loss per share of $0.00 for the same period in 2009 (rounded to two decimals).  The Company incurred a loss from operations before other income (expense) and extraordinary items during the quarters ended March 31, 2010 and 2009 of $250,800 and $17,296, respectively.  Net losses are expected to continue until such time, if ever, as the Company receives sufficient revenues from the sale of shredders, plants, or other operations. There is no assurance that the Company will ever be profitable.

The increased net loss in the quarter ending March 31, 2010 compared with the same quarter in 2009 was primarily the result of the following items:
 
·  
The Company had no sales during the three month period ended March 31, 2010 compared with sales of $22,852 during the same period in 2009.
·  
The Company’s Selling, General and Administrative expenses increased $210,652 or 525% from $40,148 for the three months ended March 31, 2009 to $250,800 for the period ended March 31, 2010 . The increase was a result of increases in salary wages and commissions of approximately $40,000, professional fees of $37,000, travel expenses of $25,000, and $43,000 related to the expense recorded for the derivative liability for the total shares potentially issuable in excess of the total authorized shares.
·  
Interest expense for the three month period ended March 31, 2010 increased $87,280 or 7,172% to $88,497 when compared to the three months period ended March 31, 2009 of $1,217. Of this increase $36,207 is attributable to interest expense related to the Company’s convertible debt. With the remaining increase being attributable to increases in interest expense on the Company’s other outstanding debt.

Liquidity and Capital Resources

When shredding machines are sold, the Company requires that 50% of the total selling price be deposited with the Company as protection against cancellation of the sales contract. The Company has access to these funds and uses them to cover part of the manufacturing costs of the shredder. The Company is also required to give a deposit to the manufacturer of the shredder, at the time the Company contracts with the manufacturer to build a machine. When the machine is finished and delivered to the buyer, it is completed and tested prior to delivery. At the time of shipment the buyer is required to pay the balance due on the sales contract. Because of the successful history of the Company’s machine performance, the deposit requirement historically has not presented a problem in sales.
 
16

 
 

 
 
Cash

Net cash from operating activities for the three month period ended March 31, 2010 was $(128,962) as compared with $17,673 during the same period in 2009.  The decrease in cash flows from operations was primarily attributable to the net loss of $325,220 and an decrease in contributed services and accounts receivable, offset in part increase in accrued interest of $45,462 and other accrued expenses of $59,830.

No cash was used or provided by investing activities during the three month period ended March 31, 2010 or 2009.

Net cash from financing activities for the three month period ended March 31, 2010 was $59,607, compared with $(1,175) for the same period in 2009.  The increase in net cash provided in financing activities was due to an increase in proceeds from the issuance of convertible notes payable, an increase in proceeds from issuance of common stock.

As of March 31, 2010, we had $21 in cash and $3,297,751 in total liabilities compared to $19,657 in cash and $6,043,009 in total liabilities as of December 31, 2009.   The ongoing losses and negative cash flows have created substantial pressure on the Company’s liquidity and our management cannot provide any assurance that the Company’s current finances will enable us to implement our plans and satisfy our estimated financial needs over the next 12 months.  We are actively seeking additional sources of financing to fund our operations for the foreseeable future.

Changes in Financial Condition

Our working capital deficit decreased by $2,221,126, or 40.5%, during the quarter ended March 31, 2010 compared to December 31, 2009.  The increase for the three month period is attributable to a decrease in Stock options payable of $3,150,000 and Wages payable of $78,597, offset in part by an increase in related party payable of $240,384, notes payable of $87,120, notes payable-related party of $65,825 and decrease in due from related party of $515,084.

Other than its short-term office lease and loans payable to affiliates, the Company and its subsidiaries are not subject to any material commitments or capital expenditures.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Critical Accounting Policies and Estimates

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Organization. The consolidated financial statements for the three-month period ended March 31, 2010 include our accounts and those of our wholly-owned subsidiary, RPS, which was acquired on October 27, 2009 in a stock acquisition (the “RPS Acquisition”), and Newview, which was acquired on January 15, 2010 by RPS.  Subsequent to the RPS Acquisition, RPS became a wholly owned subsidiary of Garb.  Under generally accepted accounting principles, the RPS Acquisition is considered to be a capital transaction in substance, rather than a business combination. That is, the RPS Acquisition is equivalent to the acquisition by RPS of Garb. As the RPS Acquisition was a capital transaction, and not a business combination, there is no assigned goodwill or other intangible asset resulting from the RPS Acquisition. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure on the Company’s financial statements.  Accordingly, the accounting for the RPS Acquisition is identical to that resulting from a reverse acquisition. Under reverse acquisition accounting, the comparative historical financial statements of Garb, as the legal acquirer, are those of the accounting acquirer, RPS.  Thus, the 2,782,291 shares of Common Stock approved the issuance of to the former RPS stockholders are deemed to be outstanding for all periods reported prior to the date of the reverse acquisition.

Basis of Presentation - Going Concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.  As shown in the consolidated financial statements, during the periods ended March 31, 2010 and 2009, the Company has incurred a net loss of $325,220 and $21,429, respectively, and as of March 31, 2010, the Company’s accumulated deficit was $1,222,629.  These factors, among others, raise substantial doubt that the Company can continue as a going concern for a reasonable period of time.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain successful operations. Management is continuing its efforts to obtain the necessary financing as may be required to generate sufficient cash flows for future operations. Management is pursuing avenues of generating cash or revenues during the next twelve months. The Company is pursuing sales of its waste-to-energy, waste-rubber and e-scrap plants on which the Company would earn a commission. The Company is also attempting to interest purchasers, or potential purchasers of Garb shredders and plants, in establishing joint ventures. The Company also continues to pursue financing to build, commission and operate its own waste refinement and recycling plants. Management also believes that with the new line-up of next-generation machines, industry expertise, website and marketing strategies that are now implemented, the potential for machinery and plant sales has increased.
 
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There is no assurance that the Company will be able to obtain cash flow from operations or to obtain additional financing. If these are not available to the Company, the Company may not be able to continue operations. While management remains hopeful that one or more transactions will proceed, no assurances can be expressed as to the Company’s continuing viability in the absence of revenues. Current funding has come from operations and sales and the Company is currently in negotiations with several investment sources for equity investment in the company, which if successful, will satisfy long-term operations and capital expenditures.  There are no guarantees that such negotiations will be successful.

Principles of Consolidation. The consolidated financial statements include the accounts of Garb and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition . Revenue is recognized when persuasive evidence of an arrangement exists, which is generally in the form of a signed contract which specifies a price, the sales amount is determined, shipment of goods to the customer has been received and accepted or services have been rendered, and collection is reasonably assured.  In the past the company has engaged in consulting activities but currently has no consulting contracts, revenue from these activities or expectations for such in the foreseeable future.
 
Concentration of Credit and Other Risks. The Company maintains cash in federally insured bank accounts.  At times these amounts exceed insured limits.  The Company does not anticipate any losses from these deposits. The Company had one customer whose sales were greater than 10% for the three-month period ended March 31, 2009, The Company had no sales for the three-month period ended March 31, 2010. Sales to the Company’s one customer whose sales were greater than 10% for the three-month period ended March 31, 2009 totaled 100 % of total revenues. The company’s March 31, 2010 accounts receivable was due from one customer.  The company’s March 31, 2009 accounts receivable was due entirely from one customer with one customer representing 100 % of the accounts receivable balance. The loss of any of these significant customers would have a temporary adverse effect on the Company’s revenues, which would continue until the Company located new customers to replace them.

Research and Development
 
During the three-month period ended March 31, 2010 and 2009, the Company has not expended any funds on research and development activities. Garb plans to grow its R&D budget to 8% of its revenue by 2015.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Our management evaluated, with the participation of our Chief Executive Officer and our Principal Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report.  Based on that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures our not effective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in periodic SEC reports that it file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
 
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Our management, including our Chief Executive Officer and Principal Financial Officer, do not expect that our disclosure controls will prevent all errors and all fraud.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the Company’s financial statements for the quarter ended March 31, 2010, certain significant internal control deficiencies became evident to management that, in the aggregate, represent material weaknesses, including,

i.  
Insufficient control processes for recording and approving journal entries;
 
ii.  
Insufficient policies and procedures over various financial statement areas;
 
iii.  
Failure to correctly record transactions and failure to timely complete documentation, testing and evaluation of internal accounting and financial reporting controls, resulting in untimely completion of accounting, preparation of financial statements and preparation of this quarterly report.
 
A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect financial statement misstatements on a timely basis.  A deficiency in design exists when a control necessary to meet the control objective is missing, or when an existing control is not properly designed so that even if the control operates as designed, the control objective would not be met.  A deficiency in operation exists when a properly designed control does not operate as designed or when the person performing the control does not possess the necessary authority or competence to perform the control effectively.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting implemented during the first quarter of 2010, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  The Company anticipates implementing additional internal controls and procedures to address material weaknesses as soon as it is financially and logistically able to do so.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .

None.

Item 1A. Risk Factors.

Not applicable.
 
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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .

·
See “Note 7. Equity” to the Financial Statements regarding the Jackson Issuance.
 
·
See “Note 7. Equity” to the Financial Statements regarding the Class A Issuance.  Each share of Class A Preferred Stock is convertible at any time at the discretion of the holder of such share into its pro rata shares (measured based on the total number of shares of Class A Preferred Stock then outstanding) of (i) four (4) times the total number of shares of Common Stock which are approved the issuance of and outstanding at the time of such conversion, plus (ii) the total number of shares of Class B Preferred Stock and Class C Preferred Stock which are approved the issuance of and outstanding at the time of such conversion minus (iii) the number of shares of Class A Preferred Stock approved the issuance of and outstanding immediately prior to the time of such conversion.  In the event any share of Class A Preferred Stock is so converted, each other outstanding share of Class A Preferred Stock shall automatically be converted.
·
See “Note 6. Convertible Debt Issuance” to the Financial Statements regarding the issuance of the Asher Note.

No underwriters were used in the sale of any unregistered shares of the Company during the three-month period ended March 31, 2010.  All unregistered shares of the Company sold period ended March 31, 2010 were approved the issuance of to accredited investors in reliance to the private placement exemption from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  (Removed and Reserved)

Item 5.  Other Information .

In January 2010 the Company approved the issuance of 50,000 of Common Stock to LeRoy Jackson for cash at a price per share of $0.10 for aggregate gross proceeds of $5,000 in an unregistered sale of securities (the “Jackson Issuance”).  The shares were approved the issuance of with a conversion feature into preferred shares.
 
In March 2010, the Company entered into a Stock Purchase Agreement with John Rossi and Igor Plahuta for the sale and issuance of one (1) share of Class A Preferred Stock to each of Mr. Rossi and Mr. Plahuta (the “Class A Issuance”).  The shares were approved the issuance of in satisfaction of $134,790(€100,000) owed by the Company to Mr. Rossi and Mr. Plahuta. The Company could be required to obtain shareholder approval to increase the Company’s authorized shares to net share or physically settle a contract, therefore share settlement was determined not to be controlled by the company.  In accordance with ASC 815-40-25-19 through 24 which indicates that asset or liability classification is required where the maximum number of shares that could be required to be delivered under share settlement of the contracts exceeds the total authorized shares. The company accounted for the total shares potentially issuable in excess of the total authorized shares of 1,289,489 multiplied by the March 31, 2010 trading price of $0.034 for a total amount of $43,843 as an expense and derivative liability in accordance with ASC 815.  Subsequent to period end, the board of directors increased the authorized shares so there were no potentially issuable shares in excess of total authorized shares.
 
In March 2010 the Company borrowed $50,000 from Asher Enterprises Inc. (“Asher”) pursuant to a convertible promissory note (the “Asher Note”). The Asher Note bears interest at 8% per annum and has a maturity date of December 5, 2010. Asher has the right to immediately convert the Asher Note before the maturity date, into shares of the Company’s common stock (“Common Stock”) at a discount of 42% of the average of the lowest 3 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the notes are immediately convertible into a variable number of shares based on a fixed monetary value the Company followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $36,207 was recognized as interest expense on the date of issuance.  As of March 31, 2010, no portion of the Asher Note has been converted to common stock. The balance of the note as of March 31, 2010 is $86,207.

In March 2010, the Company appointed Alan Fleming to as the Company’s Chief Operating Officer to serve until a successor is duly appointed or until his earlier death, removal, resignation or other disqualification from serving.

In April 2010, the Company received and accepted purchase orders to design, install and sell an e-waste recycling plant to La Stella Maris Inc. of Virginia for $13,492,000 (the “La Stelle Maris Plant”). Building of the La Stella Maris Plant is expected to start by November 30, 2010, with commissioning planned by March 15, 2011.  Proceeds from the sale of the La Stelle Maris Plant are paid on certain milestones and benchmarks during the life of the project.  Sale of the La Stelle Maris Plant is subject to the buyer’s timely payment of milestone payments. While a small part of the financing of the La Stelle Maris Plan could be funded through equity, the Company expects that the financing of the La Stelle Maris Plant will be fully funded through debt contributions via third party lenders. The initial working capital costs of the La Stelle Maris Plant may be contributed by the Company.
 
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In April 2010, the Company approved the issuance of 500,000 shares of Common Stock to Premier Media Services, Inc. (“PMS”) pursuant to that certain Agreement by and between the Company and PMS dated February 27, 2010 (the “PMS Agreement ”), at a per share price of $0.035 for $17,500 for services provided.  The PMS Agreement provides, among other things, that Company will pay PMS for the first three months of the PMS Agreement, a monthly fee of $7,500 cash or $12,500 in stock, and that Company also will issue options to PMS to purchase the following number of shares of Common Stock at the following exercise prices per share (i) 100,000 shares at $0.15, (ii) 100,000 shares at $0.25, (iii) 100,000 at $0.35, (iv) 100,000 shares at $0.50 and (v) 100,000 shares at $1.00, each with a exercise period of five (5) years from the date of the Agreement (collectively, the “ PMS Options ”).  The Company has not yet approved the issuance of the PMS Options.

In April 2010, the Company approved the issuance of 50,000 shares of Common Stock to Premier Funding & Financial Marketing Service LLC (“PFFM”) pursuant to that certain Agreement by and between the Company and PFFM dated January 14, 2010 for $1,750 for services provided.

In April 2010, the Company approved the issuance of 500,000 shares of Common Stock to Richard Papaleo pursuant to that certain Consulting Agreement by and between the Company and Mr. Papaleo dated April 1, 2010 for $22,500 for services provided.
 
In May 2010, the Company approved the issuance of 6,469,187 shares of Common Stock to Greg Shepard for forgiveness of $103,507 of debt.

In May 2010, the Company approved the issuance of an aggregate of 150,000 shares of Common Stock to various purchasers for an aggregate of $4,500 of services provided.

In May 2010, the Company approved the issuance of an aggregate of 10,000 shares of Class B Preferred Stock to various purchasers for an aggregate of $25,000 of services provided.

In May 2010, the Company approved the issuance of an aggregate of 13,480 shares of Class B Preferred Stock to various purchasers for aggregate gross proceeds of $33,700.

In May 2010, the Company approved the issuance of an aggregate of 23,198 shares of Class B Preferred Stock to related parties of the Company in satisfaction of accrued wages totaling $115,988.

In May 2010, the Company approved the issuance of 7,389 shares of Class B Preferred Stock to a related party of the Company, for forgiveness of $36,943 of debt.

In May 2010, the Company approved the issuance of 11,715 shares of Class B Preferred Stock to a related party of the Company, in satisfaction of $29,286 owed to the purchaser for expense reimbursement.

In May 2010, the Company approved the issuance of 10,625,000 shares of Common Stock to a related party of the Company for replacement of shares of Common Stock the related party sold to third parties to raise capital for the Company.

In May 2010, the Company approved the issuance of an aggregate of 8,325 shares of Class B Preferred Stock to various parties for aggregate gross proceeds of $18,750.

In May 2010, the Company approved the issuance of 2,775 shares of Class B Preferred Stock to a related party for aggregate gross proceeds of $6,250.

In May 2010, the Company approved the issuance of 173 shares of Class B Preferred Stock to a related party in satisfaction of $432 owed to such purchaser for expense reimbursement.

In May 2010, the Company approved the issuance of 120 shares of Class B Preferred Stock for aggregate gross proceeds of $300.

In May 2010, the Company approved the issuance of 18,290,155 shares of Common Stock to an affiliate for forgiveness of $274,352 of debt.

In May 2010, the Company approved the issuance of 50,000 shares of Class B Preferred Stock to a related party of the Company for forgiveness of $222,734 of debt.
 
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Item 6.  Exhibits .

The following exhibits are filed or furnished herewith or are incorporated herein by reference to exhibits previously filed with the SEC.
 
 No.
 
Description
 
Location
2.1
 
Stock Purchase Agreement dated October 19, 2009 by and among Garb Oil & Power Corporation, Igor Plahuta and John Rossi
 
Exhibit 2.1 to our current report on Form 8-K filed on November 3, 2009
2.2
 
Addendum No. 1 to Stock Purchase Agreement between Garb-Oil & Power Corporation on One Part and John Rossi and Igor Plahuta and Resource Protection Services GmbH as the Other Part, dated October 19, 2010
 
Exhibit 4.2 to our annual report on Form 10-K filed on April 22, 2010
3.1
 
Articles of Incorporation
 
Exhibit 3.1 of Registration Statement on Form 10, File No 000-14859
3.2
 
Articles of Amendment to Articles of Incorporation dated January 27, 1978
 
Exhibit 3.2 to our annual report on Form 10-K filed on April 22, 2010
3.3
 
Articles of Amendment to Articles of Incorporation dated January 13, 1981
 
Exhibit 3.3 to our annual report on Form 10-K filed on April 22, 2010
3.4
 
Articles of Amendment to Articles of Incorporation dated  April 19, 1984
 
Exhibit 3.4 to our annual report on Form 10-K filed on April 22, 2010
3.5
 
Articles of Amendment to Articles of Incorporation dated  October 29, 1985
 
Exhibit 3.5 to our annual report on Form 10-K filed on April 22, 2010
3.6
 
Articles of Amendment to Articles of Incorporation dated  May 19, 2006
 
Exhibit 3.6 to our annual report on Form 10-K filed on April 22, 2010
3.7
 
Articles of Amendment to Articles of Incorporation dated March 10, 2010
 
Exhibit 99.3 to our current report on Form 8-K filed on March 11, 2010
3.8
 
By-Laws
 
Exhibit 3.2 of Registration Statement on Form 10, File No. 000-14859
4.1
 
Stock Purchase Agreement by and among Garb Oil & Power Corporation, John Rossi and Igor Plahuta dated March 22, 2010
 
Exhibit 4.1 to our current report on Form 8-K filed on March 26, 2010
4.2
 
Memorandum of Understanding by and between Garb Oil & Power Corporation and LeRoy Jackson, dated January 15, 2010
 
Exhibit 4.2 to our original quarterly report on Form 10-Q filed on May 24, 2010
4.3
 
Securities Purchase Agreement by and between Asher Enterprises, Inc. and Garb Oil & Power Corporation dated March 11, 2010
 
Exhibit 4.3 to our original quarterly report on Form 10-Q filed on May 24, 2010
4.4
 
8% Convertible Promissory note to Asher Enterprises, Inc., dated March 11, 2010 with principal face amount of $50,000
 
Exhibit 4.4 to our original quarterly report on Form 10-Q filed on May 24, 2010
4.5
 
Agreement by and between the Garb Oil & Power Corporation and Premier Media Services, Inc., dated February 27, 2010
 
Exhibit 4.5 to our original quarterly report on Form 10-Q filed on May 24, 2010
4.6
 
Agreement by and between Garb Oil & Power Corporation and Premier Funding & Financial Marketing Service LLC dated January 14, 2010
 
Exhibit 4.6 to our original quarterly report on Form 10-Q filed on May 24, 2010
4.7
 
Consulting Agreement by and between Garb Oil & Power Corporation and Richard Papaleo dated April 1, 2010
 
Exhibit 4.7 to our original quarterly report on Form 10-Q filed on May 24, 2010
 
 
22
 
 

 
 
         
No.
 
Description
 
Location
4.8
 
Debt Conversion and Stock Purchase Agreement by and between Garb Oil & Power Corporation and Greg Shepard dated May 6, 2010
 
Exhibit 4.8 to our original quarterly report on Form 10
4.9
 
Stock Purchase Agreement by and between Garb Oil & Power Corporation and Preston Olsen dated May 7, 2010
 
Exhibit 4.9 to our original quarterly report on Form 10
4.10
 
Debt Conversion and Stock Purchase Agreement by and between Garb Oil & Power Corporation and Matthew Shepard dated April 14, 2010
 
Exhibit 4.10 to our original quarterly report on Form 10
4.11
 
Stock Purchase Agreement by and between Garb Oil & Power Corporation and Bill Anderson dated May 7, 2010
 
Exhibit 4.11 to our original quarterly report on Form 10
4.12
 
Stock Purchase Agreement by and between Garb Oil & Power Corporation and Alan Fleming dated April 14, 2010
 
Exhibit 4.12 to our original quarterly report on Form 10
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
Filed herewith
31.2
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
32.1
 
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
 
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
GARB OIL & POWER CORPORATION
   
Date: March 7, 2012
By: /s/ John Rossi                                                  
 
John Rossi
 
Chief Executive Officer and President
 
(Principal Executive Officer and Principal Financial Officer)

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