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EX-32 - ECAUG201310QEX32 - ENVIRO CLEANSE INC.ecaug201310qex32.htm
EX-31 - ECAUG201310QEX31 - ENVIRO CLEANSE INC.ecaug201310qex31.htm

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 August 31, 2013

or

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

For the transition period from to

Commission File Number 333-182808

 

ENVIRO CLEANSE, INC.

(Exact name of registrant as specified in its charter)

 

   
Nevada 33-1224051
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
   
   

1516 Tropicana Ave, Suite 155

Las Vegas, Nevada

89119
(Address of principal executive offices)

(Zip Code)

 

Telephone: (702)789-0552
(Registrant’s telephone number, including area code)

N/A
(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 Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [  ]

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

 

       
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:


25,000,000 common shares issued and outstanding as of August 31, 2013

  


TABLE OF CONTENTS

       
PART I – FINANCIAL INFORMATION 3
  Item 1.

Financial Statements

Condensed Balance Sheets (unaudited)

Condensed Statements of Operations (unaudited)

Condensed Statements of Cash Flows (unaudited)

Notes to the Condensed Financial Statements

 

4

5

6

7

 

  Item 2. Management Discussion And Analysis Of Financial Condition and Results of  Operations 9
  Item 4T. Controls And Procedures 12
       
PART II – OTHER INFORMATION 13
  Item 1. Legal Proceedings: 13
  Item 2. Unregistered Sales Of Equity Securities 13
  Item 4. Submission Of Matters To A Vote Security Holders: 13
  Item 5. Other Information: 13
  Item 6. Exhibits 14
  Item 7.   Signature 14

 

  

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on July 23, 2012 and can be found on the SEC website at www.sec.gov. 

 

 

 

ENVIRO CLEANSE, INC.

(A Development Stage Company)

Condensed Financial Statements

(Expressed in US dollars)

August 31, 2013

(Unaudited)

 

 

 

Enviro Cleanse, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

 

August 31,

2013

$

May 31,

2013

$

  (unaudited) (audited)
ASSETS    
     
     
     

 

Current Assets 

   
Cash 636 2,560
     
Total Assets 636 2,560
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
     
Current Liabilities    
Loan Payable - Stockholder 5,500 3,500 
Accounts payable and accrued liabilities 0 0
     
Total Liabilities 5,500 3,500
     
STOCKHOLDERS’ DEFICIT    
     
Common Stock    
Authorized: 200,000,000 common shares with a par value of $0.001 per share    
Issued and outstanding: 25,000,000 and 25,000,000 common shares, respectively 25,000 25,000
     
Additional paid-in capital 0 0
     
Accumulated deficit during the development stage (29,864) (25,940)
     
Total Stockholders’ Deficit (4,864) (940)
     
Total Liabilities and Stockholders’ Deficit 636 2,560
     

 

 

ENVIRO CLEANSE, INC.

(A Development Stage Company)

Condensed Statement of Operations

(Unaudited)

 

 

 

For the Three Months Ended

August 31, 2013

$

For the Three Months Ended

August 31, 2012

$

Accumulated from April 17, 2012 (date of inception) to

August 31, 2013

$

       
Revenue $        0 $        0 $        0
       
Operating Expenses      
 Bank Fees 14  36 494 
Computer & Internet Expense 0 0 9
Incorporation Fees 0 0 273
Office & Operating Supplies 10 0 511
Professional Fees 3,900 2,750 28,577
       
Total Operating Expenses 3,924 2,786 29,864
       
Loss from operations (3,924) 2,786 (29,864)
       
       
Other Income and Expense 0 0 0
       
       
Net Loss (3,924) (2,786) (29,864)

 

Net Loss per Share – Basic and Diluted

0 0  
       
Weighted Average Shares Outstanding – Basic and Diluted             

 

25,000,000

25,000,000  

 

 

 

 

 

 

 

 

 

 

ENVIRO CLEANSE, INC.

(A Development Stage Company)

Condensed Statement of Cash Flows

(Unaudited)

 

   

 

 

For the Three Months Ended

August 31,

2013

$

From the Three Months Ended

August 31,

2012

$

Accumulated from April 17, 2012 (date of inception) to

August 31,

2013

$

         
Operating Activities        
         
Net (loss) for the period   (3,924) (2,786) (29,864)
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities   0 0 0
         
Net Cash Used In Operating Activities   (3,924) (2,786) (29,864)
         

Financing Activities

 

       
Loan Payable - Director   2,000  0  5,500
Proceeds from sale of common stock   0 0 25,000
         
Net Cash Provided by Financing Activities   2,000 0 30,500
         
Cash increase (decrease) during the Period   (1,924) (2,786) 636
         
Cash – Beginning of Period   2,560 23,680 0
         
Cash – End of Period   636 20,894 636
         
         
Supplemental Disclosures        
         
Interest paid   0 0 0
Income tax paid   0 0 0
Non-Cash Activities   0 0 0
         

 

 

 

 

 

 

 

 

 

 

Enviro Cleanse Inc.

(A Development Stage Company)

Notes to The Financial Statements

August 31, 2013

 

 

 

1. ORGANIZATION AND BUSINESS OPERATIONS

 

Enviro Cleanse Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 17, 2012.  The Company is in the development stage as defined under Statement on Financial Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”  The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  As of August 31, 2013 the Company has $636 in cash.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a) Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

 

b) Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  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.

 

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

d) Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  in  the  United States requires  management  to  make   estimates and assumptions that  affect  the reported amounts of  assets and liabilities and disclosure of contingent assets and liabilities at  the  date  of  the  financial  statements  and the reported amounts of  revenues  and    expenses  during  the  reporting  period.  Actual results could differ from those estimates.

 

e) Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

 

f) Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

 

g) Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.  The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

h) Income Taxes

Income taxes are accounted for under the assets and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

 

i) Basic and Diluted Net Loss per Share

The Company follows ASC Topic 260 to account for the earnings per share.  Basic earnings per common share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

 

j) Fiscal Periods

 

The Company's fiscal year end is May 31.

 

k) Recent Accounting Pronouncements

 

The Company has evaluated the recent accounting pronouncements through ASU 2011-06 and believes that none of them will have a material effect on the company’s financial statements.

 

3. COMMON STOCK

 

The authorized capital of the Company is 200,000,000 common shares with a par value of $ 0.001 per share.

 

During the period between April 2012 and May 2012, the Company issued 15,000,000 shares of common stock at a price of $0.001 per share for a value of $15,000 to Mi Ok Cho, its President. The Company relied on Section 4(2) of the Securities Act for this issuance.

 

During the period between April 2012 and May 2012, Company issued 10,000,000 shares of common stock under the private placements agreement to various investors at $0.001 per share. Company received a total of $10,000 net of offering proceeds.

 

There were no further issuances of stock as at August 31, 2013.

 

 

 

 

 

4. RELATED PARTY TRANSACTIONS

 

 Mrs. Mi Ok Cho has advanced funds to the Company to pay any costs incurred by it. These funds are unsecured, non-interest bearing and due on demand.  The balance due Mrs. Mi Ok Cho was $5,500 as on August 31, 2013.

 

5. INCOME TAXES

 

For the quarter ended  August 31,  2013 and from inception (April 17, 2012) to August 31, 2013,  the Company  incurred  net operating  losses  and,  accordingly,  no  provision  for income  taxes has been recorded.  In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.  At August 31, 2013, the Company had approximately $29,864 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2032.  

 

6. SUBSEQUENT EVENTS

We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.

 

 

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

Business Overview

 

Enviro Cleanse Inc. is a new Nevada-based company developing a soil remediation business in the area of Fort McMurray, Alberta. Our mission is to become a soil remediation and site assessment firm in Fort McMurray and within a 20 mile radius. Our soil remediation firm is targeted towards Oil and Mining Operations, Municipalities, and Government Agencies looking for Soil Remediation and Land Reclamation Assessment Services. The principal customers for its services will be small to medium-sized companies working the western Canadian oil and gas sectors; drilling contractors, well operators, environmental and exploration companies.

 

The main market sectors we will penetrate are to offer soil remediation services to:  

  • Oil and Mining Operations
  • Municipalities
  • Government Agencies

Core Product Offerings

We will have two main product revenue streams: 

  • Soil Remediation Services
  • Land Reclamation Assessment Services

 

 

Liquidity and Capital Resources

             

 

Cash Flows

 

           
   

 

Three months ended
August 31,
2013

  Three months ended
August 31,
2012
 

Since inception (April 17, 2012) to
August 31,
2013

 

             
Net Cash From Used in Operating Activities $  (3,924) $  (2,786)  $ (29,864)
Net Cash Used From Sale of Common Stock $  0 $  0  $  25,000
Net Cash From Financing Activities $  2,000 $  0  $  5,500
Net Increase (Decrease) in Cash During the Period   $ (1,924) $  (2,786)  $ 636

 

Through August 31, 2013, the Company had not carried on any significant operations and had not generated any significant revenues. The Company has incurred losses since inception aggregating $29,864. We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through its financing activities. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company may not be able to raise additional financing to cover operating deficits.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit since inception (April 17, 2012) to the quarter ended August 31, 2013 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations.  However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

 

Results of Operations for the Three Months Ended August 31, 2013 and 2012

Revenues

Revenues for the three months ended August 31, 2013, and August 31, 2012 were $0 and $0, respectively.

Net Loss

For the three months ended August 31, 2013 and August 31, 2012 we incurred net losses of $3,924 and $2,786, respectively.

Expenses

Our total expenses for the three months ended August 31, 2013 were $3,924 which consisted of $3,900 of professional fees and $24 of general and administrative expenses.  Our general and administrative expenses consist of bank charges, phone and postage expenses, and other miscellaneous expenses. Since inception (April 17, 2012) to August 31, 2013, we incurred total expenses of $29,864, which consisted of $28,577 of professional fees and $1,287 of general and administrative expenses.
  

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Off-Balance Sheet Arrangements

 

As of August 31, 2013, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

  

ITEM 4T.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we 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 and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2013. Based on the evaluation of these disclosure controls and procedures, our sole officer concluded that our disclosure controls and procedures are ineffective.

 

Changes in internal controls

 

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended August 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us.  None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.  Management is not aware of any other legal proceedings that have been threatened against us.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

N/A.

ITEM 5.  OTHER INFORMATION

None.

 

Exhibit Exhibit
Number Description
31.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS XBRL Instance Document
EX-101.SCH XBRL Taxonomy Extension Schema
EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB XBRL Taxonomy Extension Label Linkbase
EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF XBRL Taxonomy Extension Definition Linkbase

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.


 

Date: October 15, 2013

       
       
/s/ Mi Ok Cho
Mi Ok Cho      

Chief Executive Officer, Chief Financial Officer,

President, Treasurer and Director