Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - EQCO2, INC. | Financial_Report.xls |
| EX-32.2 - CERTIFICATION - EQCO2, INC. | clno_ex322.htm |
| EX-31.2 - CERTIFICATION - EQCO2, INC. | clno_ex312.htm |
| EX-31.1 - CERTIFICATION - EQCO2, INC. | clno_ex311.htm |
| EX-32.1 - CERTIFICATION - EQCO2, INC. | clno_ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
To
FORM 10-Q/A
| x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarter period ended July 31, 2013
| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
|
For the transition period form _______ to _______
Commission File number 000-52653
EQC02, INC.
(Formerly Cleantech Transit, Inc.)
(Exact name of registrant as specified in its charter)
|
Nevada
|
98-0505768
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
282 Cheyenne Way, Zephyr Cove, NV 89448
(Address of principal executive offices)
(775) 954-0085
(Registrant’s telephone number)
NA
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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 (§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 o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer,” “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Small reporting company | x |
| (Do not check if a small reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes x No o
As of September 16, 2013 there were 1,660,510,800 shares of Common Stock of the issuer outstanding.
Explanatory Note
We are filing this Amendment No. 1 to our Form 10-Q for the period ended July 31, 2013 to correct the checkbox on the cover page to reflect "Yes" regarding our shell company status. Our original Form 10-Q was filed with the box incorrectly checked "No." Except as described above, the remainder of the Form 10-Q is unchanged.
1
INDEX
|
Page Number
|
|||||
|
PART I.
|
FINANCIAL INFORMATION
|
||||
|
ITEM 1.
|
Financial Statements (unaudited)
|
4 | |||
|
Condensed consolidated Balance Sheets as at July 31, 2013 and October 31, 2012
|
5 | ||||
|
Condensed consolidated Statement of Operations for the three and nine month periods ended July 31, 2013 and 2012 and for the period from May 25, 2010 (Inception of Development Stage) to July 31, 2013 and for the period from June 28, 2006 (inception of pre-exploration stage) to May 24, 2010
|
6 | ||||
|
Condensed consolidated Statements of Cash Flows for the nine month periods ended July 31, 2013 and 2012 and for the period from May 25, 2010 (Inception of Development Stage) to July 31, 2013
|
7 | ||||
|
Notes to the condensed consolidated financial statements.
|
8 | ||||
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
13 | |||
|
ITEM 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
15 | |||
|
ITEM 4.
|
Controls and Procedures
|
15 | |||
|
PART II.
|
OTHER INFORMATION
|
||||
|
ITEM 1.
|
Legal Proceedings
|
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 Information
|
16 | |||
|
ITEM 5.
|
Other Information
|
16 | |||
|
ITEM 6.
|
Exhibits
|
17 | |||
|
SIGNATURES
|
18 | ||||
2
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in end-user demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2011, filed on February 14, 2013.
As used in this Form 10-Q, “we,” “us,” and “our” refer to EQC02, Inc., which is also sometimes referred to as the “Company.”
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
3
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The accompanying interim financial statements have been prepared by our management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three and nine months ended July 31, 2013 are not necessarily indicative of the results that can be expected for the year ending October 31, 2013.
4
EQC02, INC.
(Formerly Cleantech Transit, Inc.)
(Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
|
July 31,
2013
|
October 31,
2012
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 14,854 | $ | 947 | ||||
|
Prepaid
|
5,000 | -- | ||||||
|
Total Current Assets
|
19,854 | 947 | ||||||
|
Other assets
|
||||||||
|
Prepaid Management fee
|
-- | 12,600 | ||||||
|
Total assets
|
$ | 19,854 | 13,547 | |||||
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 99,785 | 57,353 | |||||
|
Notes payable
|
35,000 | 25,000 | ||||||
|
Note Payable – related party
|
38,000 | -- | ||||||
|
Accrued compensation – related party
|
76,000 | -- | ||||||
|
Advance
|
25,345 | 23,245 | ||||||
|
Advances – related parties
|
10,000 | -- | ||||||
|
Total Current Liabilities
|
284,130 | 105,598 | ||||||
|
STOCKHOLDERS’ EQUITY
|
||||||||
|
Preferred stock; Series A Convertible; $0.001 par value;
|
||||||||
|
5,000,000 shares authorized; none issued and outstanding
|
-- | 1,282 | ||||||
|
Preferred stock; Series B Convertible $0.001 par value; 1,000,000 shares
|
||||||||
|
authorized; none issued and outstanding
|
-- | -- | ||||||
|
Common stock
|
||||||||
|
5,000,000,000 shares authorized, at $0.001 par value 1,660,150,800 and 1,304,384,130 shares issued and outstanding at July 31, 2013 and October 31, 2012, respectively
|
1,660,151 | 1,304,384 | ||||||
|
Paid in capital
|
1,132,965 | 1,214,050 | ||||||
|
Deficit accumulated during the pre-exploration stage
|
(219,677 | ) | (219,677 | ) | ||||
|
Deficit accumulated during the development stage
|
(2,837,715 | ) | (2,392,090 | ) | ||||
|
Total Stockholders’ Equity
|
(264,276 | ) | (92,051 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 19,854 | $ | 13,547 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
5
EQC02, INC.
(Formerly Cleantech Transit, Inc.)
(Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended July 31,
|
Nine Months ended July 31,
|
From
May 25, 2010
(Inception of
Development
Stage) to
July 31,
|
From
June 28, 2006 (Inception of Pre-Exploration Stage) to
May 24,
|
|||||||||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
2013 | 2010 | |||||||||||||||||||
|
Revenues
|
$ | -- | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||||
|
EXPENSES
|
||||||||||||||||||||||||
|
General & administrative
|
119,054 | 314,991 | 355,625 | 911,787 | 2,334,202 | - | ||||||||||||||||||
|
Total Operating Expenses
|
(119,054 | ) | (314,991 | ) | (355,625 | ) | (911,787 | ) | (2,334,202 | ) | - | |||||||||||||
|
OTHER INCOME(EXPENSE)
|
||||||||||||||||||||||||
|
Gain from bargain purchase
|
-- | 110,362 | -- | |||||||||||||||||||||
|
Interest expense
|
-- | (6,209 | ) | -- | (17,646 | ) | (38,213 | ) | -- | |||||||||||||||
|
Investee losses
|
-- | (139,014 | ) | -- | (163,712 | ) | (163,712 | ) | -- | |||||||||||||||
|
Loss on Impairment of Investment
|
-- | 306,650 | -- | (306,650 | ) | (306,650 | ) | -- | ||||||||||||||||
|
Loss on conversion of debt to equity
|
-- | -- | (90,000 | ) | -- | (105,300 | ) | -- | ||||||||||||||||
|
Total other expense
|
-- | (451,873 | ) | (90,000 | ) | (488,008 | ) | (503,513 | ) | -- | ||||||||||||||
|
Net loss from continued operations
|
(119,054 | ) | (776,864 | ) | (445,625 | ) | (1,399,795 | ) | (2,837,715 | ) | -- | |||||||||||||
|
Discontinued operations
|
-- | -- | -- | -- | -- | (219,667 | ) | |||||||||||||||||
|
NET LOSS
|
$ | (119,054 | ) | $ | (776,864 | ) | (445,625 | ) | (1,399,795 | ) | (2,837,715 | ) | (219,667 | ) | ||||||||||
|
NET LOSS PER SHARE: Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | -- | -- | ||||||||||
|
WEIGHTED AVERAGE OUTSTANDING SHARES : Basic and diluted
|
1,616,354,097 | 616,073,680 | 1,487,965,382 | 571,840,555 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
6
EQC02, INC.
(Formerly Cleantech Transit, Inc.)
(Development Stage Company)\
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Nine Months Ended July 31,
|
From
May 25, 2010
(Inception of
Development
Stage) to
July 31,
|
From
June 28, 2006 (Inception of Pre-Exploration Stage) to
May 24,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2010
|
|||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||
|
Net loss
|
(445,625 | ) | (1,399,795 | ) | (2,837,715 | ) | (219,667 | ) | ||||||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||||||
|
Stock based compensation
|
168,400 | 828,500 | 1,575,300 | -- | ||||||||||||
|
Notes issued for expenses
|
-- | -- | 88,395 | -- | ||||||||||||
|
Notes issued for expenses -discontinued operations
|
-- | -- | -- | 43,523 | ||||||||||||
|
Expenses paid by related parties
|
10,000 | -- | 10,000 | |||||||||||||
|
Contributed capital-expense-discontinued operations
|
-- | -- | -- | 34,000 | ||||||||||||
|
Loss(gain) on conversion of debt
|
90,000 | -- | 105,300 | -- | ||||||||||||
|
Gain from bargain purchase
|
-- | (110,362 | ) | -- | ||||||||||||
|
Investee losses
|
163,711 | 163,712 | -- | |||||||||||||
|
Loss on impairment of investment
|
306,650 | 306,650 | --- | |||||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||||||
|
Accounts payable and accrued expenses
|
52,432 | 79,071 | 153,591 | -- | ||||||||||||
|
Accounts payable-discontinued operations
|
-- | -- | 30,757 | |||||||||||||
|
Prepaid expense
|
7,600 | (12,000 | ) | 7,600 | -- | |||||||||||
|
Accrued compensation – related party
|
76,000 | -- | 76,000 | -- | ||||||||||||
|
Net cash used in operating activities
|
(41,193 | ) | (34,463 | ) | (461,529 | ) | (111,387 | ) | ||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||||||
|
Investment in LLC
|
-- | -- | (335,000 | ) | -- | |||||||||||
|
Net cash used in investing activities
|
-- | -- | (335,000 | ) | -- | |||||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||
|
Proceeds from sale of common stock
|
15,000 | -- | 15,000 | 29,900 | ||||||||||||
|
Proceeds from loan from related party related to discontinued operations
|
-- | -- | -- | 81,487 | ||||||||||||
|
Proceeds from preferred shares issued for cash
|
-- | -- | 590,000 | -- | ||||||||||||
|
Proceeds from advances
|
2,100 | 19,064 | 25,345 | -- | ||||||||||||
|
Proceeds from note payables- related party
|
38,000 | -- | 38,000 | |||||||||||||
|
Proceeds from issuance of notes
|
-- | -- | 143,038 | -- | ||||||||||||
|
Net cash provided by financing activities
|
55,100 | 19,064 | 811,383 | 111,387 | ||||||||||||
|
Net Increase (Decrease) in Cash
|
13,907 | (15,399 | ) | 14,854 | -- | |||||||||||
|
Cash at Beginning of Period
|
947 | 16,085 | -- | -- | ||||||||||||
|
CASH AT END OF PERIOD
|
14,854 | 686 | 14,854 | -- | ||||||||||||
|
Supplemental disclosure of noncash financing transactions
|
||||||||||||||||
|
Stock issued for the conversion from preferred shares
|
$ | 12,820 | $ | -- | $ | 12,820 | -- | |||||||||
|
Notes issued for expense
|
$ | -- | $ | -- | $ | 88,395 | -- | |||||||||
|
Issuance of note payable for investment in LLC
|
$ | -- | $ | -- | $ | 25,000 | -- | |||||||||
|
Conversion of debt to equity (preferred shares)
|
$ | -- | $ | -- | $ | 51,000 | -- | |||||||||
|
Common stock issued for prepaid management fees
|
$ | -- | $ | -- | $ | 1,050,000 | -- | |||||||||
|
Common stock issued for debt related to discontinued operations
|
$ | -- | $ | -- | $ | -- | $ | 75,918 | ||||||||
|
Common stock issued for accounts payable
|
$ | 10,000 | -- | $ | 49,000 | -- | ||||||||||
|
Common stock issued for notes payable
|
$ | -- | $ | 223,957 | $ | 223,975 | -- | |||||||||
|
Accrued interest contributed to capital
|
$ | -- | $ | 41,140 | $ | 41,140 | -- | |||||||||
|
Stock issued for compensation to related party
|
$ | -- | $ | 303,500 | $ | 422,900 | -- | |||||||||
The accompanying notes are an integral part of these financial statements
7
EQC02, INC.
(Formerly Cleantech Transit, Inc.)
(Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2013
(Unaudited)
NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of operations
The Company was incorporated under the laws of the State of Nevada on June 28, 2006 under the name of Patterson Brooke Resources Inc.
On April 7, 2010, the Company amended its Articles of Incorporation to change its corporate name from “Patterson Brooke Resources Inc.” to “Cleantech Transit, Inc.” Then, on May 30, 2013, the Company changed its name to “EQCO2, Inc.”.
Originally the Company was organized for the purpose of acquiring and developing mineral properties. The Company has decided to allow the Alice claim to lapse without renewing it on May 24, 2010. Therefore, the Company is no longer a pre-exploration stage company but is now considered a development stage company as defined under FASB ASC 915, and commenced operations in the public and private transportation bus and coach industries, providing high quality engineered modern eco-friendly vehicles in a cost conscious and environmentally sustainable manner.
On July 11, 2011 the Company formed Cleantech Energy, Inc. as a wholly owned subsidiary. There has been no activity in this entity, through July 31, 2013.
On July 25, 2011 the Company formed Cleantech Exploration Corp. as a wholly owned subsidiary. There has been no activity in this entity, through July 31, 2013.
Basis of Presentation
The interim financial statements for the three and nine months ended July 31, 2013 and 2012 are unaudited. These financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America.
The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended October 31, 2012, filed with the SEC
NOTE 2: GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The aggregate accumulated deficit and accumulated deficit during the development stage and pre-exploration stage of the Company is $3,057,382 ($2,837,715 and $219,677, respectively). The Company has not established revenues to cover its operating costs. This uncertainty raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
8
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting.
Principles of Consolidation
The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts is computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. As of July 31, 2013, the Company has no dilutive common stock equivalents outstanding.
Revenue Recognition
Revenue is recognized on the sale and transfer of goods or completion of service. During the three and nine month period ended July 31, 2013, the Company did not have any revenue.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk.
9
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheets for cash, accounts payable, and convertible notes payable approximate fair values because of the immediate or short-term maturity of these financial instruments.
Recent Accounting Pronouncements
The Company does not expect the adoption of recent accounting pronouncements to have a material impact on the Company’s financial statements.
NOTE 4: EQUITY METHOD INVESTMENT
On August 19, 2011 the Company entered into an agreement with Phoenix Biomass Energy, Inc. (and amendment dated September 28, 2011) whereby the Company obtained a 40% interest in Ortigalita Power Company, LLC., from Phoenix Biomass for $360,000. The Company is accounting for this investment under the equity method. Ortigalita is building a plant to produce electricity from waste and by-products. The Company has paid $335,000 in cash and has executed a no interest, demand note payable for the remaining balance of $25,000. The closing date of this purchase was October 31, 2011. As the Company paid less than the relative fair value of the net assets received, it has recorded a gain on bargain purchase in the amount of $110,362, in accordance with ASC 805-30.
During the nine months ended July 31, 2012, the investee reported a net loss of $163,712. The Company therefore recorded its share of these losses in the statement of operations $163,712.
On July 31, 2012 the Board of Directors reviewed the 40% interest investment the Company held in Ortigalita Power Company, LLC. It purchased from Phoenix Biomass for $360,000. The Company’s investee loss incurred through July 31, 2012 was $163,712, leaving the value of the investment as $306,650. Through the Company’s review and discussion with the controlling interest of the project, it was determined that a substantial investment would be required to bring the plant to a production level that would be profitable. As the Company is unable to make such an investment, the Company determined its investment was impaired and recorded a related impairment loss of $306,650 in its statement of operations.
10
NOTE 5: NOTES PAYABLE
On September 30, 2011 the Company issued a no interest, demand note to Phoenix Biomass as part of the investment in the Ortigalita plant project in the amount of $25,000.
On July 20, 2012, the Company, at the request of the convertible note holders, converted $223,957 of notes to 43,068,600 shares (pre-split) of common stock at $0.0052 per share. As part of the conversion the accrued interest of $41,140 on the notes was forgiven by the note holders, and contributed to additional paid-in capital.
On July 19, 2013 the Company issued a note payable for $38,000. The note is payable on demand, but if unpaid by December 15, 2014, 10% per annum interest will begin to accrue.
On May 20, and June 28, 2013 a related party advanced the Company $5,000 on each date for a total of $10,000. These advances are payable on demand and bear no interest.
As of July 31, 2013, the Company had notes payable of $73,000 plus advances of $35,345, bearing no interest and due on demand.
NOTE 6: RELATED PARTY TRANSACTIONS
On April 1, 2012 the Company entered into a one year management agreement with Crown Equity Holdings, Inc. Under the terms of the agreement the Company will pay Crown Equity Holdings $22,000 monthly, in cash. If the Company does not pay the amount in cash the Company will issue shares for the difference between $66,000 and the cash amount paid at the end of each quarter. The management agreement covered the period from May 1, 2012 to July 31, 2013.
On January 31, 2013, the Company issued 148,333,335 shares of common stock with a value of $53,400; using the quoted value of the Company’s common stock on January 31, 2013 ($12,600 was prepaid from the previous quarter).
On February 22, 2013 the Company issued 30,000,000 shares of common stock to three individuals that are related parties for services performed. The value of these shares was based on the closing price of the Company’s common stock on that date, for a total value of $27,000.
On May 20, and June 28, 2013 a related party advanced the Company $5,000 on each date for a total of $10,000. These advances are payable on demand and bear no interest.
On July 1, 2013 the Company signed a consulting service agreement with a related party. Under the terms of the agreement, the Company shall pay the consultant $20,000 per month for its consulting services. The term of the agreement is on year ending on June 30, 2014.
On July 19, 2013 the Company issued a note payable for $38,000. The note is payable on demand, but if unpaid by December 15, 2014, 10% per annum interest will begin to accrue.
NOTE 7: STOCKHOLDERS EQUITY
On August 23, 2011 the Company designated 5,000,000 of the 10,000,000 preferred shares as Series A Convertible preferred. These share have a conversion right of 10 shares of common for each share of preferred, a voting right as a class, and liquidation preference valuation of $0.50 per share.
During the year ended October 31, 2012, the Company issued 301,400,000 shares of common stock with a value of $132,000 for the management fees due for the quarter ended October 31, 2012. As additional compensation to Crown Equity Holdings, the Company issued 228,365,760 shares of common stock with a value of $237,500 ($0.00104 per share) for services rendered.
On January 31, 2013 the Company issued 148,333,335 shares of common stock to Crown Equity Holdings, Inc. with a value of $53,400 as payment for management services during the quarter ended January 31, 2013 ($12,600) was prepaid from the previous quarter).
11
On February 7, 2013 the Company filed amended articles of incorporation authorizing 5,000,000, Series B preferred stock. Each share is convertible into 100 shares of common stock and each share has 50,000 votes on all matters of the Company. On May 8, 2013, the Board of Directors reduced the number of authorized Series B preferred shares to 1,000,000.
On February 22, 2013 the Company issued 100,000,000 shares of common stock to nine individuals and entities for services performed. These shares were valued based on the closing price of the Company’s common stock on that date, which was $.0009. Therefore, the Company recorded related compensation expense of $90,000. Three of the individuals were related parties and received an aggregate of 30,000,000 shares with a value of $27,000.
On April 14, 2013, the Company issued 33,333,335 shares of common stock to an individual, to settle advances outstanding of $10,000. The closing price of the Company’s common stock on this date was $.003. Therefore, the Company has recorded a loss on conversion of debt to equity in the amount of $90,000.
On June 5, 2013 the Company issued 5,000,000 shares of common stock for services provided, valued at $20,000.
On June 17, 2013 the Company issued 2,500,000 share of common stock for $5,000 in cash.
On June 21, 2013 the Company issued 5,000,000 shares of common stock for $10,000 in cash. On July 10, the shares were returned and cancelled, and on September 21, 2013 the related $10,000 received in cash, was returned to the subscriber.
On June 24, 2013 the Company issued 64,100,000 shares of common stock for the exchange of 1,282,000 shares of preferred stock.
On July 9, 2013 the Company issued 2,500,000 shares of common stock for services provided, valued at $5,000.
On July 12, 2013 the Company filed an amended article of incorporation with the State of Nevada increasing the authorized number of common shares to 5,000,000,000. Subsequent to that date, the Company affected a forward stock split of five shares for every one share issued and outstanding. All share references in these financial statements have been retroactively adjusted for this stock split, unless otherwise noted.
NOTE 8: COMMITMENTS AND CONTINGENCIES
On May 8, 2013 the Company entered into an exchange agreement with Discovery Carbon Environmental Securities, Inc (Discovery) a Nevada corporation. Under the terms of the agreement the Company will issue 500,000,000 shares of its common stock for all the outstanding stock of Discovery. In addition the Company will issued 500,000 shares of Series B preferred stock to the control person of Discovery. A related shareholder of the Company will redeem 203,099,095 shares of the Company’s common stock for 500,000 shares of the Company’s Series B preferred stock. As of September 12, 2013 the exchange had not been completed.
On July 1, 2013 the Company signed a consulting service agreement with a related party. Under the terms of the agreement, the Company shall pay the consultant $20,000 per month for its consulting services. The term of the agreement is one year ending on June 30, 2014.
NOTE 9: SUBSEQUENT EVENTS
On August 26, 2013 the Company issued a related party 500,000 Series B Preferred shares in compliance with the terms of the Exchange Agreement with Discovery Carbon Environmental Securities Corporation of May 8, 2013 because the related party had satisfied all of the conditions of that Exchange Agreement required of the related party in order for him to receive the Series B preferred shares. Each share has 50,000 votes.
12
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in our financial statements and the notes thereto, which form an integral part of the financial statements, which are attached hereto.
The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.
Our Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words such as: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Financial Condition as of July 31, 2013
The Company had current assets of $19,854 on July 31, 2013. Total current liabilities reported of $284,130 consisted of $99,785 in accounts payable and accrued expenses and $108,345 in notes payable and advances plus $76,000 of accrued compensation to a related party.
Deficit accumulated during the development stage increased from $2,392,090 as of October 31, 2012 to $2,837,715 as of July 31, 2013.
Background
The Company was incorporated under the laws of the State of Nevada on June 28, 2006 under the name Patterson Brooke Resources Inc. to identify and acquire a mineral property that held the potential to contain gold and/or silver mineralization. In early 2010, due to the global economic crisis, a challenging environment for raising capital and the lack of suitable drill targets discovered on the Alice Claim, the Company decided to shift our business focus to begin to explore opportunities in the development and production of hybrid, electric, alternative fuel and diesel heavy duty transit buses, luxury motor coaches and tour buses. On April 7, 2010, the Company amended the Articles of Incorporation to change the name to Cleantech Transit, Inc. On May 30, 2013, the Company changed its name to EQC02, Inc. The Company has expanded the business focus to invest directly in specific green projects. Recognizing the many economic and operational advances of converting wood waste into renewable sources of energy, the Company negotiated an agreement to invest in Phoenix Energy, a manufacturer and distributor of biomass-generated power plants.
On February 14, 2008, the Company conducted a 25 to 1 forward stock split of all issued and outstanding shares.
On October 13, 2010, the Company affected a 3 to 1 forward stock split by way of stock dividend. In accordance with the forward stock split, the Company issued a dividend of two shares of common stock of the Company for each share of common stock issued and outstanding as of the record date of October 13, 2010 (the “Stock Dividend”). The payment date for the Stock Dividend was October 13, 2010.
On August 19, 2011 the Company entered into an agreement with Phoenix Biomass Energy, Inc. (and amendment dated September 28, 2011) whereby the Company obtained a 40% interest in Ortigalita Power Company, LLC. from Phoenix Biomass for $360,000. The Company is accounting for this investment under the equity method. Ortigalita is building a plant to produce electricity from waste and by-products. The Company has paid $335,000 in cash and has executed a no interest, demand note payable for the remaining balance of $25,000. The closing date of this purchase was October 31, 2011. As the Company paid less than the relative fair value of the net assets received, it has recorded a gain on bargain purchase in the amount of $110,362, in accordance with ASC 805-30.
13
As of July 31, 2012 the Company reviewed the investment and elected to impair it investment for a loss of $306,650.
On May 30, 2013 the Company approved 5 shares of common stock for 1 share of common stock forward split which was filed with the State of Nevada on July 12, 2013.
Critical Accounting Policies
The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended October 31, 2012. For the three and nine month periods ended July 31, 2013, there have been no material changes or updates to our critical accounting policies.
Results of Operations
The following discussion of the financial condition, results of operations, cash flows and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended October 31, 2012 included in our Annual Report on Form 10-K filed on February 14, 2013. On May 24, 2010 the Company changed its focus from exploration of mineral properties, to manufacturing, marketing and distributing in the urban mass transit sector.
During the three and nine months periods ended July 31, 2013 and 2012 the Company did not produce any revenue.
Operating expenses for the three and nine months ended July 31, 2013 were $119,054 and $355,625 compared to $314,991 and $911,787 during the same periods in 2012. Expenses during 2013 were lower than the same period in 2012 due to a significant reduction in compensation and professional fees in 2013 over 2012. Interest expense was zero for the three and nine month period ending July 31, 2013 and for the same period in 2012. During the nine months period ended July 31, 2013 the Company converted $10,000 in advances to equity and incurred a loss on debt conversion to equity of $90,000.
Period from inception, June 28, 2006, to July 31, 2013
The Company has accumulated a total deficit of $3,057,392. Deficit accumulated during the pre-exploration stage was $219,677 and accumulated during the development stage was $2,837,715.
As a development stage company, the Company is currently have limited operations, principally directed at potential acquisition targets and revenue-generating opportunities.
Liquidity and Capital Resources
As of July 31, 2013, the Company has current assets of $19,854. As at July 31, 2013, the Company’s current liabilities were $284,130 resulting in negative working capital of $264,276. Cash used in operating activities was $41,193 for the nine month period ended July 31, 2013, compared to $34,463 during the same period in 2012. The increase in 2013 was due to a lower net loss, lower stock compensation offset by accrued compensation. Cash used in investing activities was zero for the nine month period ended July 31, 2013 and zero for the same period in 2012. Cash from financing activities was $55,100 for the nine month period ended July 31, 2013 and $19,064 during the same period in 2012. Cash received in financing in 2013 consisted of the sale of common stock for $15,000 in cash, and notes and advances of $40,100.
14
Off-Balance Sheet Arrangements
The Company has not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as of July 31, 2013 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer along with the Principal Financial Officer concluded that disclosure controls and procedures are not effective as of July 31, 2013 in ensuring that information required to be disclosed by us in reports that are file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. These material weaknesses include the following:
● the Company does not have an Audit Committee.
● there are no written internal control procedurals manual which outlines the duties and reporting requirements of the officers. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control policies.
● there are no effective controls instituted over financial disclosure and the reporting processes.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the three months ended July 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
15
PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
On August 30, 2013 the Company along with one of its officers was named in a civil suit (Case # A-13-687800-C filed in the Clark County Nevada District Court. The case was filed by two of the shareholders of the Company pertaining to the exchange agreement of May 8, 2013 between the Company and Discovery Carbon Environmental Securities, Inc. Due to the filing of this civil suit being so recent, the Company is not able to assess and determine its liability, if any, as of the date of this filing as it pertains to this matter.
ITEM 1A: RISK FACTORS
Not applicable
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 14, 2013, the Company issued 33,333,335 shares of common stock to an individual, to settle advances outstanding of $10,000.
On June 17, 2013 the Company issued 2,500,000 share of common stock for $5,000 in cash.
On June 21, 2013 the Company issued 5,000,000 shares of common stock for $10,000 in cash. On July 10, the shares were returned and cancelled.
On June 24, 2013 the Company issued 64,100,000 shares of common stock for the exchange of 1,282,000 shares of preferred stock.
On June 5, 2013 the Company issued 5,000,000 shares of common stock for service of $20,000.
On July 9, 2013 the Company issued 2,500,000 shares of common stock for service of $5,000.
On July 11, 2013 the Company replaced 100,000,000 shares of S-8 shares with 100,000,000 shares of restricted shares.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: MINE SAFETY INFORMATION
None
ITEM 5: OTHER INFORMATION
On December 31, 2012 the Company filed Security Registration Statement on Form S-8 registering 20,000,000 shares of common stock for issuance to consultants, advisors, employees and directors. On July 11, 2013 the Company rescinded the registration of the S-8 shares and replaced the S-8 shares with restricted stock.
16
ITEM 6: EXHIBITS
The following exhibits are included as part of this report:
|
31.1
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
31.2
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
__________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
17
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.
| EQC02, INC. | |||
| (Registrant) | |||
|
Date: September 27, 2013
|
By: |
/s/ William Barnwell
|
|
|
William Barnwell, President, Chief Executive Officer
(Principal Executive Officer)
|
|||
18