UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

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

 

For the quarterly period ended November 30, 2012

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

 

Commission file number:  000-52445

 

ECO VENTURES GROUP, INC.

(Name of registrant as specified in its charter)

Nevada		33-1133537
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
7432 State Road 50, Suite 101 Groveland, FL		34736
(Address of principal executive offices)		(Zip Code)

 

(352) 557-4830

 (Registrant’s telephone number, including area code)

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o  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	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	[x]

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

The number of shares of the registrant’s common stock outstanding as of January 18, 2013 was 6,947,609 shares.

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	PART I		Financial Information	Page Number
		Item 1.	Financial Statements (unaudited)
			Condensed Consolidated Balance Sheets as of November 30, 2012 (Unaudited) and August 31, 2012	3
			Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended November 30, 2012 and 2011 and for the Period from November 9, 2010 (date of inception) through November 30, 2012	4
			Unaudited Condensed Consolidated Statement of Equity (Deficit) for the Three Months Ended November 30, 2012	5
			Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2012 and 2011 and for the period from November 9, 2010 (date of inception) through November 30, 2012	7
			Notes to Unaudited Condensed Consolidated Financial Statements	8
		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
		Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
		Item 4.	Controls and Procedures	25
	PART II		Other Information
		Item 1	Legal Proceedings	27
		Item 1A.	Risk Factors	27
		Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
		Item 3.	Defaults Upon Senior Securities	27
		Item 4.	Mine Safety Disclosures	27
		Item 5	Other Information	27
		Item 6.	Exhibits	27
	SIGNATURES			28

 

Page 2

Item 1.  Financial Statements

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	November 30, 2012		August 31, 2012
ASSETS	(unaudited)
Current Assets
Cash	$ 2,912		$ 67
Deposits	10,000		10,000
Total current assets	12,912		10,067
Property, plant and equipment	766,367		766,367
TOTAL ASSETS	$ 779,279		$ 776,434
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$ 492,326		$ 856,500
Notes payable, related parties	138,026		138,026
Advances, related parties	375,003		315,240
Total current liabilities	1,005,355		1,309,766
Commitments and contingencies	-		-
Equity (deficit)
Eco Ventures Group, Inc. Equity
Preferred stock, $0.001 par value; 100,000,000 shares authorized	-		-
Series A cumulative convertible preferred stock, $0.001 par value; 4,000,000 shares designated, 75,000 shares issued and outstanding as of  November 30, 2012 and August 31, 2012	75		75
Series B cumulative convertible preferred stock, $0.001 par value; 6,120,800 shares designated, 20,000 shares issued and outstanding as of November 30, 2012 and August 31, 2012	20		20
Common stock, $0.001 par value; 750,000,000 shares authorized, 37,642,557 and 35,606,841 shares issued as of November 30, 2012 and August 31, 2012, respectively and  6,547,557 and 4,511,841 shares outstanding as of November 30, 2012 and August 31, 2012, respectively	6,547		4,511
Preferred stock subscription	100,000		100,000
Common stock subscription	-		50,000
Additional paid-in capital	4,150,241		3,345,299
Deficit accumulated during the development stage	(3,437,655)		(3,117,186)
Total Eco Ventures Group, Inc. Equity	819,228		382,719
Non-controlling interest	(1,045,304)		(916,052)
Total deficit	(226,076)		(533,333)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$ 779,279		$ 776,434

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

Condensed Consolidated Statements of Operations (unaudited)

	For the Three Months Ended November 30, 2012		For the Three Months Ended November 30, 2011		For the Period from date of inception (November 9, 2010) Through November 30, 2012
Operating expenses	$ 52,867		$ 64,344		$ 375,948
General and administrative expenses	406,915		445,192		3,549,129
Total operating expenses	459,782		509,536		3,925,077
Loss from operations	(459,782)		(509,536)		(3,925,077)
Other income (expense)
Gain on forgiveness of debt	12,300		-		274,093
Loss on settlement of debt	-		-		(656,000)
Interest expense	(2,240)		(5,704)		(33,600)
Total other income (expense)	10,060		(5,704)		(415,507)
Net loss	(449,722)		(515,240)		(4,340,584)
Net gain/(loss) attributable to non-controlling interest	129,252		(125,223)		(1,233,629)
Net loss attributable to Eco Ventures Group, Inc. common shareholders	$ (320,470)		$ (390,017)		$ (3,106,955)
Weighted average common shares outstanding – basic and diluted	2,287,928		1,967,292
Net loss per share - basic and diluted	$ (1.01)		$ (0.20)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

Condensed Consolidated Statement of Equity (Deficit) (unaudited)

Three Months Ended November 30, 2012

	Preferred shares									Preferred shares			Common shares
	Series A			Series B			Common shares			subscribed			subscribed
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, September 1, 2012	75,000	$ 75		20,000	$ 20		4,511,841	$ 4,511		40,000	$ 100,000		100,000	$ 50,000
Common stock issued in November 2012 for services rendered at $0.30 per share	-	-		-	-		1,600,000	1,600		-	-		-	-
Common stock issued in September 2012 at $0.50 per share from common stock subscription	-	-		-	-		100,000	100		-	-		(100,000)	(50,000)
Common stock issued for cash in November 2012 at $0.35 per share	-	-		-	-		85,716	86		-	-		-	-
Common stock issued in November 2012 for services rendered at $0.23 per share							250,000	250
Compensation forgiven by officers/related parties and accounted for as contributed services	-	-		-	-		-	-		-	-		-	-
Stock based compensation	-	-		-	-		-	-		-	-		-	-
Net loss	-	-		-	-		-	-		-	-		-	-
Balance, November 30, 2012	75,000	$ 75		20,000	$ 20		6,547,557	$ 6,547		40,000	$ 100,000		-	$ -

(Continued on next page)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

Condensed Consolidated Statement of Equity (Deficit) (Unaudited) (Continued)

Three Months Ended November 30, 2012

	Additional Paid in Capital		Deficit Accumulated During the Development Stage		Total		Non-Controlling Interest		Equity (Deficit)
Balance, September 1, 2012	$ 3,345,299		$ (3,117,186)		$ 382,719		$ (916,052)		$ (533,333)
Common stock issued in November 2012 for services rendered at $0.30 per share	(1,600)		-		-		-		-
Common stock issued in September 2012 at $0.50 per share from common stock subscription	49,900		-		-		-		-
Common stock issued for cash in November 2012 at $0.35 per share	29,914		-		30,000		-		30,000
Common stock issued in November 2012 for services rendered at $0.23 per share	57,250				57,500				57,500
Compensation forgiven by officers/related parties and accounted for as contributed services	448,096		-		448,096		-		448,096
Stock based compensation	221,382		-		221,382		-		221,382
Net loss	-		(320,470)		(320,470)		(129,252)		(449,722)
Balance, November 30, 2012	$ 4,150,241		$ (3,437,655)		$ 819,228		$ (1,045,304)		$ (226,076)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

ECO VENTURES GROUP, INC.

(formerly Modern Renewable Technologies, Inc.)

(A Development Stage Company)

Condensed Consolidated Statement of Cash Flows (unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-7

ECO VENTURES GROUP, INC.

 (formerly Modern Renewable Technologies, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2012

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The accompanying unaudited condensed consolidated financial statements of Eco Ventures Group, Inc., (the “Company”), have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The results from operations for the three month period ended November 30, 2012 are not necessarily indicative of the results that may be expected for the year ending August 31, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the August 31, 2012 consolidated  financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on December 27, 2012.

Basis and business presentation

Eco Ventures Group, Inc. (“EVG” or the “Registrant”), a public traded and holding company of our planned expanding lines of business, formerly known as Modern Renewable Technologies, Inc., was incorporated under the laws of the State of Nevada in April 2002.  In connection with the consummation of the reverse merger transaction on June 1, 2011 with Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”) formed on November 9, 2010 (date of inception), the accounting acquirer (see below), EVG changed its name to Eco Ventures Group, Inc., a Nevada corporation.  The historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.  All references that refer to (the “Company” or “Eco Ventures Group” or "EVG" or “we” or “us” or “our”) are to Eco Ventures Group, Inc., the Registrant and its wholly and or majority owned subsidiaries unless otherwise differentiated, Eco Ventures Group, Inc., a Florida formed corporation.  We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and specialize in the planned extraction of precious metals from mineralized waste bodies and reclaimed mine tailings and also will focus on the production of advanced biodiesel from recovered cooking oils and oil rich plants. We have not generated any revenues to date, have incurred expenses and has sustained losses since November 9, 2010 (date of inception).  Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise.  For the period from November 9, 2010 (date of inception) through November 30, 2012, we have accumulated a deficit through its development stage of $3,437,655.

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida.  All significant intercompany balances and transactions have been eliminated in consolidation.

The remaining 30% ownership of Eco Ventures – Florida as of November 30, 2012 is recorded as non-controlling interest in the unaudited condensed consolidated financial statements.

Reverse Merger and Corporate Restructure

On May 27, 2011, the Registrant entered into a material definitive agreement for the acquisition of 70% of the capital stock of Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”).  The acquisition was completed on June 1, 2011 through issuance of 1,5375,00 (including 125,000 shares issued to consultants and 95,000 shares issued to officers) shares of Common Stock of the Company in exchange for 467 Shares of Eco Ventures - Florida in a tax-free share exchange. A total of 422,158 shares of Common Stock of the Registrant shall be issued to Holders of the Registrant’s outstanding Convertible Debentures.  Upon the conversion of all such Convertible Debentures, the Registrant had a total of 1,959,888 Shares of Common Stock issued and outstanding.

F-8

As a condition of the reverse merger transaction, the name of the Registrant was changed to “Eco Ventures Group, Inc.”, a Nevada corporation and the Registrant’s OTC trading symbol has been changed to “EVGI”. The transaction is accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures – Florida since the stockholders of Eco Ventures – Florida owned a majority of the Company’s voting power immediately following the merger transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control in accordance with the terms of the Shareholder Agreement dated May 20, 2011.  For accounting purposes, Eco Ventures – Florida is the accounting acquirer and or the surviving entity.  Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.  The Company did not recognize goodwill or any intangible assets in connection with this transaction.

 

Estimates

The preparation of the 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.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of operations, since the Company has not started generating revenue.

Cash

The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.  As of November 30, 2012, all acquired property and equipment has yet to be placed in service, therefore no depreciation was recorded for the period from November 9, 2010 (date of inception) through November 30, 2012.

Long-Lived Assets

 

The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used.  Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.  

 

Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been

F-9

included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting.

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding.  Shares issuable upon conversion of the Series A and Series B preferred stock have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Diluted shares outstanding were 2,401,328 shares as of November 30, 2012.

Stock based compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.  

As of November 30, 2012, the Company did not have any issued or outstanding stock options.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions.  At times, such investments may be in excess of the FDIC insurance limit.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred.  Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company did not incur any research and development expenses from November 9, 2010 (date of inception) through November 30, 2012. 

Reliance on Key Personnel and Consultants

 

The Company has 2 full-time employees and no part-time employees.  Additionally, the Company has consultants performing various specialized services.  The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

On September 10, 2012, the Board of Directors (the “Board”) of Eco Ventures Group, Inc. (the “Company”) accepted the resignation of Paul Smith as President. Mr. Mark Cox was appointed to President on September 10, 2012.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments.

F-10

Reclassification

Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's unaudited condensed consolidated financial position, results of operations or cash flows.

 

 NOTE 2 – GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements from November 9, 2010 (date of inception) through November 30, 2012, the Company incurred deficit accumulated during development stage of $3,437,655, used $66,185 in cash for operating activities for the quarter ended November 30, 2012. In addition, the Company is in a development stage, has yet commercialized its planned business and has not generated any revenues since inception.  These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

 

The Company’s existence is dependent upon management’s ability to develop profitable operations and or upon obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned product and processes, as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional products. There can be no assurance that the Company’s commercialization or financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.  In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in bankruptcy or many be subject to an involuntary petition in bankruptcy.  To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of November 30, 2012 and August 31, 2012 are comprised of the following:

		November 30, 2012 (unaudited)			August 31, 2012
Office furniture and fixtures		$ 1,667		$ 1,667
Equipment		149,214		149,214
Leasehold improvements		19,640		19,640
Construction in process		595,846		595,846
Total property, plant and equipment		$ 766,367		$ 766,367

As of November 30, 2012, the Company is currently in the assembly and testing mode, not in operations.  Therefore no depreciation was recorded for the period from November 9, 2010 (date of inception) through November 30, 2012.

During the period from November 9, 2010 (date of inception) through November 30, 2012, the Company received property and equipment from three investors at a fair value of $560,000. The transaction was recorded as a capital contribution.

F-11

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of November 30, 2012 and August 31, 2012 are comprised of the following:

		November 30, 2012 (unaudited)			August 31, 2012
Accounts payable		$ 470,134			$ 425,952
Accrued interest		22,192			19,952
Accrued compensation		-			410,596
Total accounts payable and accrued liabilities		$ 492,326			$ 856,500

Upon the completion of the reverse merger transaction, the Company determined certain liabilities have been forgiven by the creditors/shareholders, which is deemed as extinguished as of August 31, 2011. Accordingly, the Company has recorded a gain on forgiveness of debt of $261,793 that related to the write-off of these extinguished liabilities during the year ended August 31, 2011.

During the quarter ended November 30, 2012, the Company determined certain accrued compensation have been forgiven by the officers / related parties and accordingly, the Company credited to additional paid-in capital as contributed services rendered by the officers / related parties of $448,096 (accrued amount of $410,596 as of August 31, 2012 and the amount incurred for the three months ended November 30, 2012 of $37,500).

Also, during the quarter ended November 30, 2012, the Company determined certain liabilities have been forgiven by the creditors and accordingly, the Company recorded a gain on forgiveness of debt of $12,300 during the quarter ended November 30, 2012.

NOTE 5 – NOTES PAYABLE, RELATED PARTIES

Notes payable as of November 30, 2012 and August 31, 2012 are comprised of the following:

	November 30, 2012 (unaudited)		August 31, 2012
Note payable, 8% per annum, due on demand, unsecured	$ 23,821		$ 23,821
Note payable, 8% per annum, due on demand, unsecured	34,075		34,075
Note payable, 8% per annum, due on demand, unsecured	16,317		16,317
Note payable, 8% per annum, due on demand, unsecured	37,827		37,827
Note payable, 8% per annum, due on demand, unsecured	10,053		10,053
Note payable, 8% per annum, due on demand, unsecured	15,933		15,933
Total	$ 138,026		$ 138,026

From November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate of $265,474 in exchange for operating expenses paid on behalf of the Company by two shareholders of its majority owned subsidiary.  The notes bear an 8% per annum interest rate, unsecured and are due on demand.

During the year ended August 31, 2012, the Company issued an aggregate of 1,783,203 shares of common stock, valued at $0.45 - $1.60 per share in settlement of $357,124 of the outstanding notes payable and accrued interest and recorded a loss on settlement of notes payable and accrued interest of $656,000.

During the year ended August 31, 2012, the Company issued six notes totaling $138,026 in exchange for operating funds provided by a shareholder of its majority owned subsidiary.  The note bears an 8% per annum interest rate, unsecured and are due on demand.

F-12

NOTE 6 – STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.001 per share.  The Company's preferred stock may be divided into such series as may be established by the Board of Directors. The Board of Directors may fix and determine the relative rights and preferences of the shares of any series established.

 

Series A Cumulative Convertible Preferred Stock ("Series A")

In August, 2011, the Company designated 4,000,000 shares of authorized preferred stock as Series A Redeemable Convertible Preferred stock ("Series A").

As per the subscription agreement for 75,000 preferred stock Series A issued, each Series A shares will be converted into one share of the Company’s common stock and one share of Raptor Technology Group, Inc.

As of November 30, 2012 and August 31, 2012, there were 75,000 Series A Cumulative Convertible Preferred Stock issued and outstanding.

Series B Cumulative Convertible Preferred Stock ("Series B")

In September 2011, the Company designated 6,120,800 shares as Series B Cumulative Convertible Preferred stock

During the year ended August 31, 2012, the Company issued 20,000 shares of its Series B Redeemable Convertible Preferred stock in exchange for proceeds of $50,000, valued at $2.50 per share.

As of November 30, 2012 and August 31, 2012, there were 20,000 Series B Cumulative Preferred Stock issued and outstanding.

Common stock

The Company is authorized to issue 750,000,000 shares of $0.001 par value common stock as of November 30, 2012.  As of November 30, 2012 and August 31, 2012, 37,642,557 and 35,606,841 shares of the Company's common stock were issued and 6,547,557 and 4,511,841 shares of the Company's common stock were outstanding, respectively.

On May 25, 2012 the shareholders and the board of directors of the Company approved a one (1) share for every forty (40) share reverse stock split.  The reverse stock split had a record date of May 29, 2012 and an effective date of July 11, 2012.  All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split.

In May 2011, in connection with entering a joint venture (See Note 10 below), the Company issued an aggregate of 125,000 shares of its common stock in exchange for services rendered with a fair value of $100,000.

In May 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 56,288 shares of its common stock in exchange for old notes payable of $349,726.

In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 95,000 shares of its common stock in exchange for two officers’ compensation with a fair value of $76,000.

In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 1,317,500 shares of its common stock in exchange for 467 shares or 70% interest of Eco Ventures - Florida (See Note 1 above).

On November 23, 2011, the Company issued, but held in escrow, 95,000 shares of its common stock pursuant to officer's employment agreements at par value. 

F-13

On November 23, 2011, the Company issued 1,250 shares of its common stock in exchange for officer's compensation with a fair value of $4,500, valued at $3.60 per share.

On January 27, 2012, the Company issued 20,000 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $1.60 per share.

On February 21, 2012, the Company issued 42,691 shares of its common stock in exchange for a note payable in the amount of $68,737 valued at $1.60 per share.

On February 26, 2012, the Company issued 20,000 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $1.60 per share.

On March 23, 2012, the Company issued 100,242 shares of its common stock in exchange for a note payable in the amount of $160,387, valued at $1.60 per share.

On April 18, 2012, the Company issued 11,250 shares of its common stock as employee compensation in the amount of $9,000 valued at the closing stock price of $0.80. 

On July 23, 2012, the Company issued, but held in escrow 31,000,000 shares of its common stock.

On August 1, 2012, the Company issued 1,600,000 shares of its common stock in exchange for a note payable and accrued interest in the amount of $64,000, valued at $0.45 per share. The Company recorded a loss on settlement of debt of $656,000 during the year ended August 31, 2012.

On August 8, 2012, the Company issued 6,250 shares of its common stock in exchange services rendered in the amount of $6,250 valued at $1 per share.

On August 22, 2012, Company received subscription money of $50,000 for 100,000 shares of restricted common stock, valued at $0.50 per share. On November 1, 2012 the Company issued the 100,000 shares of its authorized but unissued capital in restricted common stock.

On August 22, 2012, the Company issued 750,000 shares of its common stock in exchange for services rendered in the amount of $530,000 valued at $0.70-$0.80 per share.

On October 4, 2012, the Company issued 1,600,000 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered during the fourth quarter ended August 31, 2012. The Company charged to operation as stock based compensation during the year ended August 31, 2012, fair value of 1,600,000 common stock of $480,000 valued at $0.30 per share.

In addition, in consideration for services rendered in August 2012 by Mark Cox, the Company will subsequently issue 125,000 shares of its common stock and charged to operation as stock based compensation of $122,500 valued at $0.98 per share during the year ended August 31, 2012.

On November 1, 2012 and November 21, 2012 the Company issued a total of 42,858 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Schneider purchasing the shares at a price of $0.35 per share through a subscription agreement.

On November 1, 2012 and November 21, 2012 the Company issued a total of 42,858 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Bhatia purchasing the shares at a price of $0.35 cents per share through a subscription agreement.

On November 21, 2012, the Company issued 250,000 shares of its authorized but unissued capital in restricted common stock.  This was in consideration for services rendered and was valued at $0.23, closing market price on November 21, 2012.

F-14

In addition, as per employment agreement with Mark Cox, upon completion of 60 days review period, the Company will subsequently issue 125,000 shares of its common stock and charged to operation as stock based compensation of $37,500 valued at $0.30 per share during the quarter ended November 30, 2012.

As a condition to Mutual Release Agreement with Paul Smith, ex-President and Chief Financial Officer of the Company, dated September 10, 2012 the Company will subsequently issue 300,000 restricted shares and charged to operation as stock based compensation of $165,000 valued at $0.55 per share during the quarter ended November 30, 2012. Also, the remaining 31,667 restricted stock were vested immediately on the date of agreement which will be issued subsequently and charged to operation as stock based compensation of $17,422 valued at $0.55 per share during the quarter ended November 30, 2012.

As per employment agreement, the Company charged to operation as a stock based compensation of $1,460 fair value of 3,957 of shares of its restricted stock to Randall Lanham, the Chief Executive Officer of the Company, for the quarter ended November 30, 2012.

 NOTE 7 - STOCK OPTIONS

On July 26, 2011, the 2011 Incentive Stock Option Plan (the “2011 Plan”) which provides incentive stock and non-statutory options to be granted to select employees, directors and consultants of the Company was approved by the Board of Directors and reserved 10.0 million shares of the Company’s common stock for the 2011 Plan.

 

As of November 30, 2012, the Company has not granted any stock options under the 2011 Plan.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company’s current officers and shareholders have advanced funds to the Company for travel related and working capital purposes.  No formal repayment terms or arrangements existed. There were $375,003 and $315,240 advances due at November 31, 2012 and August 31, 2012, respectively.

  

As described in Note 5, above, from November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate amount of $265,474 and during the year ended August 31, 2012, the Company issued six notes in the aggregate of $138,026 to the non-controlling interest shareholders of Eco Ventures – Florida.  The notes bear an 8% per annum interest rate, unsecured and are due on demand. The Company charged interest expense of $2,240 and $5,704 during the quarter ended November 30, 2012 and 2011, respectively and $33,600 for the period from November 9, 2010 (date of inception) through November 30, 2012.

On September 10, 2012, the Board of Directors (the “Board”) of Eco Ventures Group, Inc. (the “Company”) accepted the resignation of Paul Smith as President.  In accordance with agreement, Mr. Smith’s shall receive all stock earned prior to resignation totaling 3,850,000 shares of pre-split stock, with a total common stock of 96,250 shares post reverse stock split as of September 10, 2012. Smith shall receive an additional 300,000 shares of stock valued at $165,000 as compensation for remaining on the “Advisory Board” of Eco Ventures. Also, Smith waived his right to any back salary or cash compensation for services rendered. During the quarter ended November 30, 2012, the Company credited to additional paid-in capital as contributed services of $180,297 resulted from Smith’s waiving of his right to any back salary or cash compensation for services.

Also, during the quarter ended November 30, 2012, Randall Lanham, the Chief Executive Officer of the Company waived rights towards any back salary or cash compensation and accordingly, the Company credited to additional paid-in capital as contributed services of $267,799.

During the quarter ended November 30, 2012, the Company charged to operations as stock based compensation of $37,500 valued at $0.30 per share for 125,000 shares vested upon completion of 60 days review period per employment agreement with Mark Cox, President and Chief Financial Officer of the Company.

F-15

NOTE 9 - NON CONTROLLING INTEREST

The remaining 30% ownership of Eco Ventures – Florida is recorded as Non Controlling interest in the unaudited condensed consolidated financial statements.

 

A reconciliation of the non controlling loss attributable to the Company:

Net loss Attributable to the Company and transfers (to) from non-controlling interest for the quarter ended November 30, 2012:

Net loss		$	430,840
Average Non-controlling interest percentage			30.0	%
Net loss attributable to the non-controlling interest		$	129,252

The following table summarizes the changes in Non-Controlling Interest from November 9, 2010 (date of inception) through November 30, 2012.

 

Balance, November 9, 2010 (date of inception)		$	-
Non controlling interest portion of contributed capital			188,325
Net loss attributable to the non-controlling interest			(163,652)
Balance, August 31, 2011			24,673
Net loss attributable to the non-controlling interest			(940,725)
Balance,  August 31, 2012		$	(916,052)
Net loss attributable to the non-controlling interest			(129,252)
Balance,  November 30, 2012		$	(1,045,304)

NOTE 12 – SUBSEQUENT EVENTS

Equity Transactions

On December 13, 2012, the Company entered into a one hundred thousand dollar ($100,000) Note payable agreement. The Note payable plus interest and fee of $25,000 is due and payable on or before March 12, 2013 and is secured by 1,500,000 shares of restricted common stock, which were issued and held in escrow account.  The costs and fees associated with the Note payable are ($25,000) making the total due one hundred twenty five thousand dollars ($125,000). In addition, Joshua Partners, LLC received four hundred thousand (400,000) restricted common shares.

F-16

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

Forward-Looking Statements

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

   

Introduction and Plan of Operation

 

The following discussion updates our plan of operation for the 2013 Fiscal Year. The discussion also summarizes the results of our operations for the three month ended November 30, 2012 and the period from November 9, 2010 (date of inception) through November 30, 2012.

BACKGROUND

Eco Ventures Group, Inc. (“EVG” or “the Company”) is a family of ecologically-friendly and economically sound business ventures committed to providing for society’s growing energy and renewable resource needs -- building shareholder value and profiting from the efficient use of new green technologies. EVG concentrates on two planned core business activities. EVGI's Eco Energy Group focuses on the production of advanced biodiesel from recovered cooking oils and oil rich plants.  Eco Minerals Recovery Group specializes in the extraction of precious metals from ore bodies and reclaimed mine tailings.  To date, neither of our business groups has generated any revenue.

Company Background

We were incorporated on April 5, 2002 under the laws of the State of Nevada as “Aztek Ventures Inc.” Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” Effective April 21, 2008, we amended our Articles of Incorporation to change our name from “Genesis Uranium Corp.” to “Vault Technology Inc.” to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Vault Technology, Inc.” to “Modern Renewable Technologies, Inc.” (“Modern”).

Merger Agreement

On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., (“Eco Ventures- Florida”) a privately held company formed on November 9, 2010 (date of inception) under the laws of the State of Florida (the “Merger Agreement” or the “Merger”).  Under the terms of the Merger Agreement, shareholders of Eco Ventures - Florida exchanged an aggregate of seventy percent (70%) of Eco Ventures – Florida’s issued and outstanding capital stock in exchange for 1,537,500 (including 125,000 shares issued to consultants and 95,000 shares issued to officers) restricted shares of Modern’s authorized but unissued capital stock.  As a condition to the Merger Agreement, 422,158 shares of Modern shall be issued to the Holders of the Registrant’s outstanding convertible debentures.  The Merger was consummated on June 1, 2011. 

In connection with the Merger, Modern changed its name to Eco Ventures Group, Inc. (“Eco Ventures – Nevada” or the

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“Registrant”).  The transaction has been accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures –Florida since the stockholders of Eco Ventures – Florida owned a majority of the Registrant’s voting power immediately following the Merger Transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control.  For accounting purposes, Eco Ventures – Florida shall be the accounting acquirer and or the surviving entity.  Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.

 

Upon completion of the Merger Transaction on June 1, 2011, our name was changed to Eco Ventures Group, Inc.  As a result, our OTC Bulletin Board symbol became “EVGI” as of June 6, 2011.

 

The Company’s current business operations and facilities are located in Groveland, FL.  In 2011 EVG entered into to an exclusive strategic joint venture with Raptor Technology Group, Inc. of Groveland, FL to commercialize patent pending and proprietary technologies in the fields of efficient precious metals recovery.  EVG and Raptor have completed construction of a 5,000 concentrated ton per year mineral recovery facility.  However, at the present time this extraction process is not economically viable and the Company has decided to suspend operations on its mineral extraction division and focus it efforts on the Eco Energy Group division.

EVG also entered into an agreement for Raptor to build a biodiesel facility in Groveland utilizing their technology and know how. This technology makes use of a lower cost feedstock than the current industry standard.  EVG is in the process of bringing these biodiesel production technologies to market. The combination is projected to provide Eco Ventures Group profits both in the near and long term, using projections based on current market conditions and costs.  The Company’s biofuel production facilities are strategically located close to large marine and land transport shipping hubs for sales of biodiesel fuel.

On July 30, 2012, the Board of Directors of Eco Ventures Group, Inc. (OTCBB: EVGI)(the “Company”) ratified a definitive “Reorganization Agreement” (“the Agreement”) between the Company and Energiepark Supitz GmbH (“Energiepark”) whereby the Company will acquire 75% of the Shares of Energiepark in exchange for Shares of the Company which, upon issuance, will constitute 30% of the issued and outstanding Shares of Common Stock of the Company (“the Acquisition Shares”), and cash consideration of $3,000,000.  The Company has the option to acquire the remaining 25% of the Shares of Energiepark at a price which will be equal to 25% of the net value of the combined companies, as defined in the Agreement.  The Agreement was signed and notarized by Energiepark, in accordance with German law, on August 1, 2012.

Our principal offices are located at 7432 State Road 50, Suite 101, Groveland, FL 34736, and our telephone number is (352) 557-4830.  Our common stock is quoted on the OTC Bulletin Board System under the symbol “EVGI.”  Our corporate website is www.ecoventuresgroup.com.

 

TERMS AND DEFINITIONS

 

BioDiesel

Biodiesel is a renewable, clean-burning diesel replacement made from an increasingly diverse mix of resources such as agricultural oils, recycled cooking oil and animal fats, with a host of potential future feedstocks such as algae under research. It is the first and only commercial-scale fuel being produced nationwide to meet the EPA’s definition as an advanced biofuel under the agency’s Renewable Fuel Program, which is aimed at spurring development of sustainable alternatives to oil.

The EPA has determined that biodiesel reduces greenhouse gas emissions by 57 percent to 86 percent compared with petroleum diesel, depending on the feedstock used. Biodiesel also has the highest energy balance of any domestic, liquid fuel, yielding 4 ½ units of energy for every unit of fossil energy it takes to produce it. The EPA also says biodiesel dramatically reduces nearly every toxic air pollutant compared with traditional diesel.

Crushing

 

Crushers are machines that use a metal surface to break or compress materials.  Mining operations use crushers, commonly classified by the degree to which they fragment the starting material, with primary and secondary crushers handling course materials, and tertiary and quaternary crushers reducing ore particles to finer gradations.  Each crusher is designed to work with a certain maximum size of raw material, and often delivers its output to a screening machine which sorts and directs the

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product for further processing.  Typically, crushing stages are followed by milling stages if the materials need to be further reduced.  Crushers are used to reduce particle size enough so that the material can be processed into finer particles in a grinder. 

Extracting Metals (Hydrometallurgy)

 

Hydrometallurgy involves the use of aqueous solutions to extract metals or compounds from their ores, or from mineralized waste materials from mines.  Some hydrometallurgical processes include leaching, precipitation of insoluble compounds, or pressure reduction.  Biohydrometallurgy is a sub topic of hydrometallurgy; this uses microbes to extract metals or metal compounds from the raw ore.

Leaching

Due to the difference in the dissolution rates, it is possible to separate the compounds of different metals. Often, some oxidative reagents need to be added to promote leaching.  Leaching involves the use of aqueous solutions, which is brought into contact with a material containing a valuable metal. .  In the leaching process, oxidation potential, temperature, and pH of the solution are important parameters, and are often manipulated to optimize dissolution of the desired metal component into the aqueous phase.  The three basic leaching techniques are in-situ leaching, heap leaching, and vat leaching. The Company’s patent pending photo catalytic oxidation system allows the enhancement of the acid’s capability of leaching the gold, platinum, palladium and  silver from mineralized waste.  This process may also use a grinding technology prior to leaching in which we take the mineralized waste to a -40 micron size to enhance surface area for the leaching.  (Reference to a grain of salt is 400 microns).

 

OUR BUSINESS GROUPS

Our business operations have been internally divided into two working groups, neither of which are independent legal entities.  To date, we have not generated any revenues from either business group.

ECO ENERGY GROUP

 

Eco Energy Group (EEG) is a business group of EVG which is dedicated to the cost-effective production of biodiesel from multiple low-cost feedstocks by using bio refinery technologies.  EEG is near completion of its initial 3.6 million gallon facility in Groveland, FL, which processes biofuels from oil-rich plants and recovered cooking oils. EVG’s batch reactor will initially run on recycled cooking oils as a feedstock, termed “yellow grease.”   The Company will seek to secure reliable and cost-effective supplies of this feedstock.  EVG will need to obtain additional financing in order to complete this facility and make it operational.  Future plans include adding a $4M Advanced Biofuel Reactor facility that will produce 3 million gallons per year of biodiesel annually.   The company expects to generate revenue by selling its biofuels at or near spot market prices.  Feedstock makes up the single largest cost of producing biodiesel. EEG’s process is able to use much less expensive feedstock to remain competitive with the prices of petroleum diesel.

EVG and Raptor Technology Group (“Raptor”) have entered into a joint venture agreement in which the Companies will share in the first Advanced Biofuel facility’s gross revenue 50% / 50%. Additionally, the companies have entered into a management agreement whereby Raptor will manage EVG’s 3.6 million gallon per year biofuel facility in exchange for fifteen percent (15%) of the net revenue receipts.

 How Our Process Works

 

In the production of biodiesel from various feedstocks, (e.g. vegetable oils, rapeseed, waste and cooking oil materials) there are several techniques used to convert the materials to biodiesel, including primarily methyl esters.

For the most part, vegetable and rendered animal fats contain a mixture of triglycerides (TG) and free fatty acids (FFA). With refined vegetable oils (e.g. soybean oil, canola oil), the oil consists predominately of TG materials.  In the case of the combined mixture of used vegetable oils (from cooking) and animal fats, there may also be quantities of FFA materials.  The amount of FFA in a used oil or animal fat depends to some extent on the age of the material, the extent of pretreatment, and the previous use of the material.

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In oils and fats that have been used as feedstocks for the production of biodiesel, FFA contents have ranged from near 0% to values in excess of 30% FFA (by weight).  Feedstocks consisting of greater than 90% FFA have also been processed in advanced conversion systems, although these are considered lower grade feedstock.

As the industry has developed, two basic methodologies have evolved for the treatment of the various feedstocks:  “base catalyst trans-esterification” and “two stage acid/base-esterification/trans-esterification”.

  

For feeds that contain little or no FFA content (i.e. typically less than 2% FFA/weight), the "base catalyst trans-esterification" can be used.  In this approach, the feedstock is first prepared for use in the process using a variety of methods, and then mixed with a solution of methyl alcohol (methanol) and a "base" catalyst.  This catalyst can consist of sodium methoxide (or methylate) (NaOCH3); sodium hydroxide (NaOH); or potassium hydroxide (KOH).

In the base catalyst reaction, the oil reacts with the methanol, in the presence of the catalyst at elevated temperatures, and the TG fraction is converted to biodiesel, i.e. methyl ester.  As the conversion proceeds, a co-product consisting of glycerin is produced.  An excess of methanol is used in the reaction to ensure efficient conversion.  Further, the reaction can be carried out at atmospheric or elevated pressures in either batch or continuous modes.

In the "two-stage acid/base-esterification/trans-esterification" approach, the higher FFA feed is first pretreated and is then contacted with a mixture of methanol and an acid catalyst.  Typically sulfuric acid is used as the acid catalyst, although other materials have been looked at.

In the acid catalyst step, the FFA content in the feedstock is "esterified" via the reaction of the methanol with the FFA in the presence of the catalyst.  Contained TG components are primarily unaffected in the acid catalysis step. The reaction is generally carried out at elevated temperatures and can be conducted in batch or continuous reactors at atmospheric or elevated pressures.

After the esterification (i.e. 1st stage reaction), the mixture is treated to allow for separation of the co-products that can form in this reaction, (predominantly water).  The recovered TG/ester (produced from the FFA) fraction is then transferred to a second stage.

In the 2nd stage of the process, the TG/ester is mixed with the base catalyst, and a trans-esterification reaction carried out. This step is similar to the technique used in the base catalyst process, wherein only the trans-esterification stage was employed.  As in the first case, co-product glycerin is formed and any FFA remaining after the 1st stage is converted to soaps.  The biodiesel and glycerin fractions are eventually separated and treated as outlined in the base catalyst summary.

Advanced Biofuel Reactor Technology

Now consider a similar situation wherein the methanol is heated, but is in a container that keeps the solution under pressure. In this case, when the solution starts to boil, the vapor enters the vapor phase; pressure builds up, and the methanol stops boiling.  As the temperature is further increased, the pressure will also increase (in the closed container) and the solution, while well above the "atmospheric boiling point" will not boil.

This is the same principle as that used in a conventional "pressure cooker".  In the pressure cooker case, an enclosed vessel is used with a pressure control regulator that will only allow the pressure to build up to a certain point.  As the liquid heats to the "atmospheric boiling point", for example that associated with elevated conditions, it will not boil due to the pressure control device, and the liquid continues to heat until it reaches the temperature associated with the pressure that is allowed by the pressure control device.  

In this manner, liquids can be made to boil at a higher temperature than they normally would for the elevation under consideration. Applying this principle to methanol, wherein the solution is further heated in the enclosed vessel until the so-call "critical temperature" and "critical pressure" is reached (for methanol the critical temperature is about 464 degrees F and the critical pressure about 1142 psi).  Once these critical values have been reached (or exceeded), the properties of the fluid under consideration change markedly from the properties associated with the solution under "normal" (below critical) conditions.  

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The main characteristics of Advanced Reactor fluids are that they behave as both vapors and liquids and in some cases make excellent substitutes for other, more toxic, organic solvents.  As an example, supercritical carbon dioxide (CO2) is finding expanded uses in the food processing industries for use as a solvent (to replace more toxic materials).  The Advanced Reactor fluid can be an excellent penetrant (when acting somewhat as a vapor) as well as a useful solvent, especially when behaving as a liquid.  

Methanol, in the Advanced Reactor reaction approach, is mixed with the lower grade feedstock then fed into a specially designed Advanced Reactor reaction system.  The extent of pretreatment needed for the feedstock is less than that associated with the "conventional" single or 2 stage-processing methodologies.  No catalyst is used in this approach, and the methanol/feedstock mixture is then subjected to temperatures and pressures that are above the critical points in the reaction system.  Both continuous and batch reaction systems can be used depending on the volumes of feeds to be processed.

Under the conditions achieved at levels above advanced reaction, the methanol reacts with both the FFA content of the feed to convert it to a methyl ester, i.e. esterification, as well as with the contained TG portion of the feed for ester production, i.e. trans-esterification, both without the need for a separate catalyst.  

As in the conventional approaches, both water (from the esterification reaction) and glycerin (from the trans-esterification reaction) are formed as co-products.  Note, however, that since there is no base catalyst used, the formation of potential soaps, via base catalyst reaction with any residual FFA components, is eliminated.

The reaction product mixture then exits the AR reaction system and enters the post-treatment section of the process.

Typically, the post-treatment would involve energy recovery, to minimize overall energy consumption; separation of the biodiesel (methyl ester) from the glycerin phase; and potential biodiesel final treatment (normally distillation) to produce a high quality product.

In this manner, a relatively straightforward process approach is used to treat very low quality or highly variable feedstock materials.  Further, the use of the advanced reactor step, followed by biodiesel post-treatment, allows for close quality control and minimized effects of any feedstock changes or process variations.

 

ECO MINERALS RECOVERY GROUP

Eco Minerals Recovery Group (EMRG) is the division that utilizes its proprietary technology for the extraction of precious metals from ore bodies and reclaimed mine tailings (mineralized waste materials).  Our process isolates and recovers precious minerals like gold, silver, platinum, palladium and rare earth oxides.   It is the company’s intent to generate operating revenues by selling these recovered precious minerals to third parties.  However, at the present time this extraction process is not economically viable and the Company has decided to suspend operations on its mineral extraction 

Employees

 

There were two people employed by our Company on a full-time basis as of November 30, 2012, including Randall Lanham, our Chief Executive Officer, and Paul Smith, our President and CFO.  Additional technological experts provide services to the Company as independent contractors on a project basis.

 

Office and Manufacturing Facilities

 

Eco Ventures Group’s operations and facilities are located in Groveland, FL, 25 miles West of Orlando, FL on State Road 50.  The Company has leased an office / warehouse complex with a large warehouse facility for its Mineral Recovery Operation and Bio-Diesel Operation. The warehouse contains the completed 5,000 ton per year facility, which is already plumbed for expansion to a 10,000 concentrated ton per year facility. The leases shall be for a period of Eleven (11) year term commencing April 1, 2011. The Company has an option to extend the term of these leases for five successive periods of one year each with a 3.5% escalation clause upon each renewal.

 

Plans include constructing an additional 10,000 ton per year facility, as well as the 3-million gallon Advanced Biofuel Facility at the current location.

 

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Plan of Operations

 For the period from November 9, 2010 (date of inception) through November 30, 2012, we experienced the negative effects of the financial markets upheaval, which made capital acquisition extremely difficult. Our plan of operations for fiscal 2013 is to continue seeking funding for our operations and expansion of our precious metals extraction and biofuel operations, complete all necessary permitting requirements, and seek further acquisitions of ore and mine tailings.

 

We are presently in the development stage of our planned business and have not earned any revenues for the period from November 9, 2010 (date of inception) through November 30, 2012.

Recent Activities:

On September 8, 2011, the Company completed construction of its precious metal extraction plant.  Phase I of this project gives EVGI the ability to process 5,000 tons of concentrated ore per year.

 

On October 19, 2011, the Company signed a Mineral Exploitation Agreement with Broken Hills, LLC to recover the precious metals from certain mine claims in Nevada. The ore containing the precious metals will be concentrated on location using EVGI’s proprietary technology and then shipped to EVGI’s precious metal extraction facility in Groveland, Florida.  Based on land surveys, exploratory drilling and independent assays, the ore from the claims contain significant quantities of Gold, Platinum and Palladium.

 

We announced on December 12, 2011 that the Company has entered into a Mineral Exploitation Agreement with DRR Partners, LLC to process 1,100 tons of highly concentrated ore.  This complex black ore being delivered by DRR is currently being tested and evaluated for its precious metal content.  Per the agreement, we will pay DRR a percentage of gross sales on a sliding scale ranging from 10% if the precious metal content is less than $75,000 per ton, up to 40% if the precious metal content is greater than $250,000 per ton.  The Company has no obligation to continue in the agreement if the precious metal content is less than $50,000 per ton.

During the quarter ended November 30, 2012, we determined certain liabilities have been forgiven by the related parties and accordingly, we credited to additional paid-in capital as a contribution of services by related parties of $448,096.

 

Results of Operations

 

For the three months ended November 30, 2012 as compared to the three months ended November 30, 2011

Net Loss

We incurred a net loss of $449,722 for the three month period ended November 30, 2012 as compared to $515,240 for the three month period ended November 30, 2011.  We incurred a net loss of $4,340,584 for the period from November 9, 2010 (date of inception) through November 30, 2012.

Operating expenses

 

For the three months ended November 30, 2012, total operating costs were $459,782 as compared to $509,536 for the three months ended November 30, 2011. General and administrative costs were primarily comprised of costs associated with starting operations and related salaries, overhead and travel expenses.  

Gain on forgiveness of debt

For the three months ended November 30, 2012, we recorded a gain on forgiveness of debt of $12,300 as compared to $nil for the three months ended November 30, 2011.

 

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Interest expense

For the three months ended November 30, 2012, we incurred $2,240 in interest expense as compared to $5,704 for the three months ended November 30, 2011 on demand notes issued in settlement of expenses paid on the Company's behalf and working capital provided.

 

 

Liquidity and Capital Resources

 

Since November 9, 2010 (date of inception), we have been in the development stage and have to date  received no revenue from the extraction of gold or other precious metals or other business operations, we have relied on funds received in connection with our equity and debt offerings to finance our ongoing operations. We have experienced net losses since inception, and we expect we will continue to incur losses for the next year. As of the date of this filing, we do not have any available external source of funds. We require additional capital in the near term to maintain our current operations. Although we are actively seeking additional equity and debt financing, such financing may not be available on acceptable terms, if at all.

Our unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. Since our inception on November 9, 2010, we have not generated revenue and have incurred net losses. We have a deficit accumulated during the development stage of $3,437,655 for the period from November 9, 2010 (date of inception) through November 30, 2012. Accordingly, we have not generated cash flow from operations and have primarily relied upon loans from officers, promissory notes and advances from related parties, and equity financing to fund our operations. These conditions as indicated in the report of our Independent Registered Public Accounting Firm dated December 26, 2012 on our consolidated financial statements for the period from November 9, 2010 (date of inception) through August 31, 2012, which included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern.

We currently have $2,912 cash on hand. Accordingly, we do not have sufficient cash resources or current assets to pay our obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants and advisors as payment for goods and services. Considering the foregoing, we are dependent on additional financing to continue our operations and exploration efforts and, if warranted, to further develop and expand our precious metals extraction operations. Our significant capital requirements for the foreseeable future include development and operational costs, and our corporate overhead expenses.

 

We are actively seeking additional equity or debt financing. However, there can be no assurance that funds required during the next twelve months or thereafter will be available from external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on our business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on our existing shareholders. All of these factors have been exacerbated by the extremely unsettled credit and capital markets presently existing.

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity, has not established any sources of revenue to cover its operating expenses from November 9, 2010 (date of inception) through November 30, 2012.  In addition, the Company has incurred deficit accumulated during development stage of $3,437,655, used $607,355 in cash for operating activities since inception and had a negative working capital (current liabilities exceeded current assets) of $992,443 as of November 30, 2012. The Company will engage in very limited activities without incurring any significant liabilities that must be satisfied in cash until a source of funding is secured.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

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The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements. 

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable to continue as a going concern, it may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

 

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. A summary of the critical accounting policies and the judgments that we make in the application of those policies is presented in Note 1 to our unaudited condensed consolidated financial statements.

Our unaudited condensed consolidated financial statements are based on the selection of accounting policies and the application of accounting estimates, some of which require management to make significant assumptions. Actual results could differ materially from the estimated amounts. The following accounting policy is critical to understanding and evaluating our reported financial results:

 

Development Stage Company

 

The Company is considered to be a development stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915.

 

Going Concern

 

The unaudited condensed consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida.  All significant intercompany balances and transactions have been eliminated in consolidation.

The remaining 30% ownership of Eco Ventures – Florida as of November 30, 2012 is recorded as non-controlling interest in the unaudited condensed consolidated financial statements.

 

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and

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(4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

 

Stock-Based Compensation

 

We utilize the Black-Scholes option-pricing model to determine fair value of options and warrants granted as stock-based compensation, which requires us to make judgments relating to the inputs required to be included in the model. In this regard, the expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected life of the stock options. The U.S. Treasury bill rate for the expected life of the stock options is utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding.

 

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's unaudited condensed consolidated financial position, results of operations or cash flows.

Inflation

 

We believe that inflation has not had, and is not expected to have, a material effect on our operations.

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Climate Change

 

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not applicable

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of November 30, 2012, under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer), management has evaluated the effectiveness of the design and operations of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of November 30, 2012 as a result of the material weakness in internal control over financial reporting discussed below.

 

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Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and President/Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2012. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of November 30, 2012. Our Chief Executive Officer and President/Chief Financial Officer concluded we have a material weakness due to lack of segregation of duties and a limited corporate governance structure.

 

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. Therefore while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported a material weakness resulting from the combination of the following significant deficiencies:

 

●	Lack of segregation of duties in certain accounting and financial reporting processes including the approval and execution of disbursements;

 

●

The Company’s corporate governance responsibilities are performed by the Board of Directors; we do not have independent Board of Directors, we do not have an audit committee or compensation committee. Because our Board of Directors only meets periodically throughout the year, several of our corporate governance functions are not performed concurrent (or timely) with the underlying transaction, evaluation, or recordation of the transaction.

 

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in most exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

 

 In light of the above material weakness, we performed additional analyses and procedures in order to conclude that our unaudited condensed consolidated financial statements for the three month period ended November 30, 2012 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our unaudited condensed consolidated financial statements for the three and nine month periods ended November 30, 2012 are fairly stated, in all material respects, in accordance with US GAAP.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required by smaller reporting companies.

 

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

On October 4, 2012, the Company issued 1,600,000 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered during the fourth quarter ended August 31, 2012. The Company charged to operation as stock based compensation during the year ended August 31, 2012, fair value of 1,600,000 common stock of $480,000 valued at $0.30 per share.

On November 1, 2012 and November 21, 2012 the Company issued a total of 42,858 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Schneider purchasing the shares at a price of $0.35 per share through a subscription agreement.

On November 1, 2012 and November 21, 2012 the Company issued a total of 42,858 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Bhatia purchasing the shares at a price of $0.35 cents per share through a subscription agreement.

On November 21, 2012, the Company issued 250,000 shares of its authorized but unissued capital in restricted common stock.  This was in consideration for services rendered and was valued at $0.23, closing market price on November 21, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

 

None

Item 5. Other Information.

 

None.

Item 6.  Exhibits

The following exhibits are filed as part of this quarterly report on Form 10-Q:

Exhibit No.		Description
31.1		Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2		Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1		Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2		Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101*		Interactive Data Files

*to be filed by exhibit

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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.

Dated: January 18, 2013		ECO VENTURES GROUP, INC.
		(the registrant)
		By:	/s/ Randall Lanham
		Randall Lanham
		Chief Executive Officer

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