Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Ecolivegreen CorpFinancial_Report.xls
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR8.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR2.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR9.htm
EX-32 - SECTION 1350 CERTIFICATION - Ecolivegreen Corpex_32-1.htm
EX-32 - SECTION 1350 CERTIFICATION - Ecolivegreen Corpex_32-2.htm
EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - Ecolivegreen Corpex_31-2.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR5.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR7.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR4.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR1.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR3.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR6.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR11.htm
XML - IDEA: XBRL DOCUMENT - Ecolivegreen CorpR10.htm
EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - Ecolivegreen Corpex_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


þ

  

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


For the quarterly period ended March 31, 2012


OR


o

  

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


For the transition period from ___________ to ___________

 

Commission file number  333-157459

 

EcoLiveGreen Corp.

(Exact name of registrant as specified in its charter)


Florida

 

26-3941151

(State or other jurisdiction of incorporation or organization)

  

(I.R.S. Employer Identification Number)


7076 Spyglass Avenue, Parkland, Florida

 

33076

(Address of principal executive offices)

  

(Zip Code)


(954) 599-3672

(Issuer’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


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 þ     No o


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


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


           Large accelerated filer        o                                                                             Accelerated filer                             o

           Non-accelerated filer          o                                                                             Smaller reporting company           þ

(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 o     No þ


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class

  

Outstanding at April 15, 2012

Common Stock, $0.001

  

14,377,500 shares

Preferred Stock, $0.001

  

0 shares




ECOLIVEGREEN CORP.

 

TABLE OF CONTENTS


 

PAGE

 

 

Part I Financial Information

3

 

  

Item 1. Financial Statements

3

 

  

Condensed Balance Sheets at March 31, 2012 (unaudited) and December 31, 2011 (audited)

3

 

  

Condensed Statements of Operations for the three months ended March 31, 2012 and 2011 and

     the cumulative period from November 5, 2008 (inception) through March 31, 2012

4

 

  

Condensed Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and

     the cumulative period from November 5, 2008 (inception) through March 31, 2012

5

 

  

Notes to Consolidated Financial Statements

6

 

  

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

12

 

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

15

 

  

Item 4. Controls and Procedures

15

 

  

Part II Other Information

16

 

 

Item 1. Legal Proceeding.

16

 

 

Item 1A. Risk Factors.

16

 

 

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

16

 

 

Item 3. Defaults Upon Senior Securities.

16

 

 

Item 4. Mine Safety Disclosures.

16

 

 

Item 5. Other Information.

16

 

 

Item 6. Exhibits.

16


- 2 -



Item 1.  Financial Statements


ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET


ASSETS

 

 

Unaudited

 

Audited

 

 

 

March 31, 2012

 

December 31, 2011

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and equivalents

 

$

500

 

$

1,000

 

Total Current Assets

 

 

500

 

 

1,000

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

Intellectual assets,  net

 

 

6,862

 

 

6,862

 

 

 

 

 

 

 

 

 

Total Assets

 

$

7,362

 

$

7,862

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

 

Accrued expenses

 

 

4,193

 

 

4,693

 

Loans from related parties

 

 

600

 

 

 

Total Current Liabilities

 

 

4,793

 

 

4,693

 

 

 

 

 

 

 

 

 

Total Long Term Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

4,793

 

 

4,693

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

 

 

Preferred Stock, par value $0.001; 10,000,000 shares authorized;
0 shares issued and outstanding as of March 31, 2012 and
December 31, 2011

 

$

 

$

 

Common stock, par value $.001; 500,000,000 shares authorized;
14,647,500 shares issued and outstanding as of March 31, 2012 and
14,377,500 shares issued and outstanding at December 31, 2011

 

$

14,648

 

$

14,378

 

Additional paid in capital

 

 

231,877

 

 

218,647

 

Deficit accumulated during the development stage

 

 

(243,956

)

 

(229,856

)

Total Stockholders’ Equity

 

 

2,569

 

 

3,169

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

7,362

 

$

7,862

 


The accompanying notes are an integral part of these statements.


- 3 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

For the Period November 5, 2008 (inception) through March 31, 2012

(Unaudited)


 

 

 

 

 

 

Cumulative from

 

 

 

 

 

 

 

November 5, 2008

 

 

 

For the three

 

For the three

 

(inception)

 

 

 

months ended

 

months ended

 

through

 

 

 

March 31, 2012

 

March 31, 2011

 

March 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

Legal and Accounting

 

 

3,750

 

 

650

 

 

49,000

 

Consulting

 

 

5,550

 

 

5,377

 

 

159,433

 

General and Administrative

 

 

4,800

 

 

1,500

 

 

34,148

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

14,100

 

 

7,527

 

 

242,581

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(14,100

)

 

(7,527

)

 

(242,581

)

 

 

 

 

 

 

 

 

 

 

 

Other income/expenses:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

(1,375

)

Total Other Income/ (Expenses)

 

 

 

 

 

 

(1,375

)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) before Income Taxes

 

 

(14,100

)

 

(7,527

)

 

(243,956

)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(14,100

)

$

(7,527

)

$

(243,956

)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$

(0.001

)

$

(0.001

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

14,398,269

 

 

12,851,667

 

 

 

 


The accompanying notes are an integral part of these statements.


- 4 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Period November 5, 2008 (inception) through March 31, 2012


 

 

 

 

 

 

Cumulative from

 

 

 

 

 

 

 

November 5, 2008

 

 

 

For the three

 

For the three

 

(Inception)

 

 

 

ended months

 

ended months

 

through

 

 

 

March 31, 2012

 

March 31, 2011

 

March 31, 2012

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(14,100

)

$

(7,527

)

$

(243,956

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Issuance of  stock options

 

 

 

 

 

 

1,830

 

Issuance of common stock for interest

 

 

 

 

 

 

1,375

 

Issuance of common stock for services

 

 

13,500

 

 

7,500

 

 

64,633

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in accounts payable

 

 

 

 

 

 

 

Increase/(Decrease) in accrued expenses

 

 

(500

)

 

(1,262

)

 

4,193

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(1,100

)

 

(1,289

)

 

(171,925

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash

 

 

 

 

 

 

127,575

 

Loan Payable - consultants

 

 

 

 

 

 

44,250

 

Loans payable - related parties

 

 

600

 

 

1,289

 

 

600

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

600

 

 

1,289

 

 

172,425

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

 

(500

)

 

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

CASH BEGINNING BALANCE

 

 

1,000

 

 

1,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH ENDING BALANCE

 

$

500

 

$

1,235

 

$

500

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

Taxes paid

 

$

 

$

 

$

 

Interest paid

 

$

 

$

 

$

 


The accompanying notes are an integral part of these statements.


- 5 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


NOTE 1 – BASIS OF PRESENTATION


The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the years ended December 31, 2011 and 2010 and the period November 5, 2008 (Inception) through December 31, 2011 were filed on February 7, 2012 with the Securities and Exchange Commission and are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2012 and for the period November 5, 2008 (Inception) through March 31, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.


NOTE 2 – DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK


Description of Business


ECOLIVEGREEN CORP. (“ELG CORP.”, “EcoLiveGreen Corp”) is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products including, but not limited to, applications of patents with the U.S. Patent and Trademark Office.


In third quarter 2008, three (3) engineers founded our company and continued the discussions of filing patents related to developing products having ecological properties together with the potential of economic substance. The Company’s initial application was submitted to the U.S. Patent and Trademark Office (USPTO) in the science of Light-emitting Diode (LED) technology which ultimately resulted in several modifications having the initial patent issuance on June 29, 2010. Currently, the company has filed patent applications in three (3) distinct and separate areas as further explained below. At March 31, 2012, the summary of patent applications and issuances are as follows:


 

·

Patents Issued: six (6) having two (2) in the field of LED lighting and three (4) in the field of waste water concentrator systems

 

 

 

 

·

Applications with Notices of Allowance: None

 

 

 

 

·

Additional Applications Pending with the USPTO : three (3) having two (2) in the field of LED lighting and one (1) in the field of digital music

 

 

 

 

·

One (1) Application for certain territorial rights under the Patent Cooperation Treaty (PCT) in the field of waste water concentrator


The following further describes the Company’s applications and patent issuances with the USPTO:


LED CEILING TILE TROFFER REPLACEMENT


This product has several patented and patent pending technologies included within. It is a simple plug-and-play luminaire that simply replaces a ceiling tile. Power is supplied via a plug that comes from a transformer mounted above the ceiling. Only the transformer needs to be installed by a licensed electrician. The tiles may be moved around the drop ceiling at will by any non-licensed maintenance man. Additionally, these tiles light the room with healthful color rather than the cold white color that is typical of standard fluorescent lamps. The color may be adjusted from warm to cooler white depending upon the location. Also, patented technology allows the light to automatically adjust to the ambient lighting conditions to reduce light output when not needed. This saves money, energy, and the environment. The LED tiles contain no mercury, as do fluorescent lamps. Several patents protect the way the light is distributed from the LED tile so that eyes are not damaged by intense light typical of modern high-powered LEDs.


- 6 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


SANITARY WASTEWATER CONCENTRATOR


It is the norm for municipalities and other urban developments to collect the generated sanitary wastewater from homes, schools, hospitals, restaurants, hotels and other commercial establishments through its defined wastewater systems. The wastewater is transported in the collection system of underground pipes which flow by gravity or by a pressurized pumping process to a centralized (regional) treatment facility for purification and final disposal of the water and solids generated.


The waste water collection system, can in some instances, become hydraulically overloaded due to urban sprawl. Alternatively, the rate of flow can exceed the capacity of the sewer main piping which causes flow and capacity concerns. To best solve this problem it may be necessary to lay a parallel pipeline and increase the hydraulic pressure on the system to increase the force of wastewater through the existing pipe at the additional cost, including but not limited to, laying of the pipeline, disruption or limitation of normal services, energy and safety issues.


Our invention claims a system constructed of a group of components located at a strategic position along the pipeline of the sewage collection system positioned upstream of the regional treatment facility based on the sewer main calculated at the excessive hydraulic loading point.


The collected array of components forms a system for separating a portion of the solids from a portion of the wastewater. The concentrated solids are reintroduced into the collection system for transport to the treatment plant; the separated and purified water can then be reused locally for land irrigation or industrial applications. Our inventive system is equipped with controls to adjust for variations in the daily or seasonal hydraulic loading of the piping system.


MINIATURE HYBRID REVERBERATION SYSTEM


Modern Reverberation in sound studios is accomplished using Digital Signal Processing. Legacy Reverberation systems used large chamber rooms with cement walls, large plates the size of a queen sized mattress, and springs for less realistic lower cost reverb. In our modern world, there is always a great demand for legacy systems since the sound can never be 100% duplicated by modern Digital Signal Processing. However, these legacy systems are huge taking as much real-estate as the sound room itself. To justify this problem, we have invented a hybrid system. Using patent pending technology, we miniaturize the large chamber room and large plates into a rack sized system.


As of March 31, 2012, we had an accumulated deficit of ($243,956).  Our auditors have raised substantial doubt as to our ability to continue as a going concern, as expressed in its opinion on our financial statements included in this report.  Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  There can be no assurance that we will operate at a profit or such additional financing will be available, or if available, can be obtained on satisfactory terms.


On June 8, 2010, the company amended its articles of incorporation and bylaws to increase the authorized common stock to 500,000,000 common shares and provide for 10,000,000 shares of “blank check” preferred stock, each with a par value of $0.001 per share.


Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL  33076.  Our telephone number is (954) 599-3672.  Our fiscal year ends on December 31.


Basis of Presentation


The accompanying consolidated financial statements have been prepared by the Company. The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).


- 7 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


Going Concern


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management’s Plan to Continue as a Going Concern


The Company has met its historical working capital requirements from the sale of its capital shares and loans from its independent consultant, Steven Adelstein.  In order to continue as a going concern, the Company will need, among other things, additional capital resources.


Management’s plans to obtain such resources for the Company include obtaining capital from the sale of common stock of the Company and/or financing from independent third parties. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


Development Stage Risk


Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained.  Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company has no cash equivalents.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


Inventories


Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.


Revenue Recognition


The Company recognizes revenue when:


 

·

Persuasive evidence of an arrangement exists;

 

 

 

 

·

Shipment has occurred;


- 8 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


 

·

Price is fixed or determinable; and

 

 

 

 

·

Collectability is reasonably assured.


The Company closely follows the provisions of Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. For the period from November 5, 2008 (inception) to March 31, 2012, the Company recognized no revenues.


Earnings (Loss) Per Share


The Company computes earnings per share in accordance ASC 260 “Earnings Per Share” which was previously Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.  There were no potentially dilutive common shares outstanding during the period.


Income Taxes


The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.


Fair Value of Financial Instruments


The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.


Share Based Payments

(included in ASC 718 “Compensation-Stock Compensation”)


In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.


In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R).


Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted 1on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.


Effective commencing on the year ended December 31, 2008, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.


- 9 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


Recent Accounting Pronouncements


The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


Subsequent Events


We evaluated subsequent events through the date and time our financial statements were available on April 27, 2012.


NOTE 4 – EQUITY TRANSACTIONS


In November, 2008, the Company issued 6,862,500 shares of common stock for the purchase of all rights, title and interest into the patent pending application for the commercial lighting technology designed for commercial and residential buildings to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers. The value of the purchase was determined to be the cost to create and develop the patent application, which was $6,862.


In December, 2008, the Company issued 1,687,500 shares of common stock to an independent consultant for services rendered in the amount of $1,688.


In February, 2009, the Company issued 450,000 shares of common stock for $0.025 per share to an investor for cash in the amount of $11,250.


In August, 2009, the Company issued 830,000 shares of common stock for $0.03 per share pursuant to the company’s Form S-1 filing with the Securities and Exchange Commission to various investors for cash and consideration of $24,900.


In June, 2010, the company issued 2,420,000 shares of common stock for $0.036 per share as follows:


 

·

550,000 shares of common stock for $19,800 to two (2) existing stockholders.

 

 

 

 

·

1,870,000 shares of common stock for conversion of debt in the amount of $67,320 to two (2) existing stockholders.


In June, 2010, the company amended its articles of incorporation and bylaws to increase the authorized common stock to 500,000,000 common shares and provide for 10,000,000 shares of “blank check” preferred stock, each with a par value of $0.001 per share.


In September, 2010, the Company issued 300,000 shares of common stock for $0.036 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $11,000.


In December, 2010, the Company issued 300,000 shares of common stock for $0.04 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $12,000.


In March, 2011, the Company issued 150,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $7,500.


In June, 2011, the Company issued 200,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $10,000.


In September, 2011, the Company issued 230,000 shares of common stock for $0.05 per share to two (2) existing investors (50,000 shares to Steven Adelstein and 180,000 shares to Tammi Shnider) for conversion of debt in the amount of $11,500.


In November, 2011, the Company issued 820,000 shares of common stock for $0.05 per share to two (2) existing investors (500,000 shares to Steven Adelstein and 270,000 shares to Tammi Shnider and 50,000 shares to various others) for consulting services and conversion of debt in the amount of $41,000.


- 10 -



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)


In December, 2011, the Company issued 127,500 shares of common stock for $0.05 per share to an investor (Tammi Shnider, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $6,375.


In March, 2012, the Company issued 270,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $13,500.


In March, 2012, pursuant to that certain Registration Statement on Form S-1 (Commission File No. 333-157495), which was  declared effective on March 26, 2012 by the Securities and Exchange Commission, we registered 4,000,000 shares of Common Stock for sale by the Company for an aggregate offering price of $500,000.  At April 15, 2012, the Company has not sold any of these common shares as registered in the Form S-1 and there are no assurances that the Company can or will sell said shares or a portion thereof.


NOTE 5 – CONCENTRATION OF CREDIT RISK


Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2012, the Company had no amounts in excess of the FDIC insured limit.


NOTE 6 – RELATED PARTY TRANSACTIONS


In November, 2008, the company entered into agreement to acquire the intellectual properties of two (2) pending patents (after consolidation) in the specific area of fluorescent bulbs for $6,862. This agreement was entered into the same three (3) officers and directors that are the present officers and directors of our company. We issued a total of 6,862,500 shares for the intellectual properties of these two (2) pending patents rather than the payment of cash or equivalent as provided within said agreement.


In December, 2008, the company entered into an agreement with Steven Adelstein, its independent consultant, for the amount of $60,000. This amount ($60,000) represents consulting services to be rendered from January 1, 2009 until December 31, 2009 in equal monthly installments. Under the terms and conditions of the agreement, the Company will be advanced cash and cash equivalents as required to pay for filing expenses including filing fees with the Securities and Exchange Commission, audit fees for the audited financials as of December 31, 2008, and certain defined operating expenses. The balance is for consulting services provided from time to time by Mr. Adelstein as defined in said agreement.


The total amount of $60,000 in the form of a note, having interest commences to accrue at January 1, 2010, at 7.2%, having both interest and principal payable with a balloon payment on December 31, 2012. The note is convertible into common shares at $0.05 per share at the discretion of note holder, and assigns until December 31, 2012. There shall not be any pre-payment penalties and interest shall be compounded annually. The amount outstanding at December 31, 2009 is $44,250. Mr. Adelstein agreed to purchase an additional 525,000 common shares in February, 2009 at $0.03 per share for a total of $15,750 therefore reducing his note by $15,750. The company, on June 8, 2010, converted the total amount of Mr. Adelstein’s note for the issuance of common shares at $0.036 per share.


Mr. Adelstein is the husband of Judith Adelstein, and Tammi Shnider, is the adult daughter of Judith and Steven Adelstein.


From time to time, the company borrows funds from shareholders and/or related parties of the company.  At March 31, 2012 and December 31, 2011, the company owed $600 and $0, respectively.


The Company does not lease or rent any property. Office space and services are provided without charge by Steven Adelstein, independent consultant and shareholder to the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.


The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.


- 11 -



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


The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 7, 2012 with the Securities and Exchange Commission and are hereby referenced.


The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. 


You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers;  and, our ability to maintain a level of investment that is required to remain competitive. 


Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.


For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.


Overview


ECOLIVEGREEN CORP. (“ELG CORP.”) is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products. The patents issued and/or pending are in the specific area of commercial lighting technology designed to be used in the commercial and residential building to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers and digital music and waste water concentrator.


Going Concern


Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations.  As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of $171,925 from inception of November 5, 2008 to March 31, 2012 and has an accumulated deficit of ($243,956) through March 31, 2012.


This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.


We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.  Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.  If we are unable to obtain adequate capital, we could be forced to cease operations.  There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.


- 12 -



Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


Stock Compensation

(included in ASC 718 “Compensation-Stock Compensation”)


The Company adopted SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model.


Revenue Recognition

(included in ASC 605 “Revenue Recognition”)


The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.


Outlook


The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products means that, for the near future, bottom line profitability will be a poor indicator of our success. We do not expect our development investment rate to decline meaningfully in the near future. Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.


Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.


Our primary marketing challenge for the coming 12 months is to achieve market awareness and acceptance of our patents currently under development.


Revenues


These forward-looking statements, pertaining to revenues, are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.


- 13 -



As our revenues commence, we plan to continue to invest in marketing and sales by increasing the number of direct sales consultants and management personnel, expand our selling and marketing activities, building brand awareness and sponsoring additional marketing events. We expect that in the future, marketing and sales expenses will increase in absolute dollars. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the fourth quarter of 2012. We do not expect our revenues to increase significantly until 2013.


General and Administrative Expenses


We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, vice president and chief financial officer have foregone full salary payments during the initial stages of the business from inception (November 5, 2008) through March 31, 2012, we anticipate compensation to commence upon obtaining environmentally-safe products resulting in revenue recognition. In addition, we believe in the 2013 fiscal year that the compensation packages required to attract the senior executives for similar companies will require our company to execute against its business plan that will result in increases of our total general and administrative expenses.


Summary of Consolidated Condensed Results of Operations


Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.


Results for the Three Months Ended March 31, 2012 Compared to March 31, 2011


Revenues. The Company’s revenues for the three months ended March 31, 2012 and 2011 were $0. From inception (November 5, 2008) through March 31, 2012, the company did not generate any revenues.


Legal and Accounting Expenses. Legal and Accounting expenses for the three months ended March 31, 2012 were $3,750 as compared to $650 for the three months ended March 31, 2011.  The increase of $3,100 of these expenses was a direct result of our filing Form S-1 with the Securities and Exchange Commission which became effective March 26, 2012.


Consulting. Consulting expenses for the three (3) months ended March 31, 2012 were $5,550 as compared to $5,377 for the three (3) months ended March 31, 2011.  These expenses were a result of the fees and consultants associated with the continuance of preparation and filing of patents.


General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2012 were $4,800 compared to $1,500 for the three months ended March 31, 2011.  The increase of $3,300 in General and Administrative expenses was a result of the company’s current and normal operations during the three (3) months ended March 31, 2012.


Net Loss. Net loss for the three months ended March 31, 2012 was ($14,100) as compared to ($7,527) for the three months ended March 31, 2011.  The increase in net loss for the three months ended March 31, 2012 was primarily a direct result of the application processing and review of existing patents and pending patents including application processes and fees.


Impact of Inflation


We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.


Liquidity and Capital Resources


Liquidity is the ability of a company to generate sufficient amounts of cash to meet its need for cash. Since its inception, the Company has been funded by its founders, stockholders and related parties with advances and loans and through the sale of common shares including its initial public offering.  At March 31, 2012, we had a working capital deficit of ($4,293) and an accumulated deficit of ($243,956), as compared to a working capital deficit of ($3,693and an accumulated deficit of ($229,856) at December 31, 2011.


As of March 31, 2012 and December 31, 2011, total current assets were $500 and $1,000 respectively.


- 14 -



As of March 31, 2012, total current liabilities were $4,793 represented by $4,193 of accrued expenses and $600 of loans to related parties.  As of December 31, 2011, total current liabilities were $4,693, which consisted of accrued expenses.


Cash flows from financing activities and cash generated through the company’s issuance of common shares including its initial public offering and loans from related parties represented the Company’s principal source of cash since November 5, 2008 (inception) through March 31, 2011.


Material Commitments


We entered into an agreement with a third party independent contractor to assist in various financial matters, patent application procedures for a total of $60,000 in accordance with the agreement, the term was from January 1, 2009 through December 31, 2009. In June, 2010, the Company issued common shares as full repayment of this obligation. At March 31, 2012, we had no material commitments or agreements.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Recent Accounting Pronouncements


The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. 


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for a smaller reporting company.


Item 4.  Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. 


In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.


There has been no change in our internal controls over financial reporting during our first fiscal quarter ending March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


- 15 -



PART II OTHER INFORMATION


Item 1.  Legal Proceeding.


None.


Item 1A.  Risk Factors.


None.


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


In March, 2012, the Company issued to Steven Adelstein, (a stockholder consultant and related party) 270,000 common shares for a total reduction of debt of $13,500 ($0.05 per common share).


Management believes the above shares of common stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.


Item 3.  Defaults Upon Senior Securities.


None.


Item 4.  Mine Safety Disclosures.


Not applicable.


Item 5.  Other Information.


None


Item 6.  Exhibits

 

(a)          Exhibits


Exhibit No.

Description

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Principal Accounting and Financial Officer

101*

XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.


* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



ECOLIVEGREEN CORP.



DATE:  May 9, 2012

By:

/s/ Len Bryan

 

 

Len Bryan

 

 

President, Principal Executive Officer


- 16 -