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UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
     
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended August 31, 2013
     
o
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number:  000-52445
 
CLEAR TV VENTURES, INC.
(FORMERLY 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.)
 
28562 Oso Parkway, Unit D,
Rancho Santa Margarita, CA
    
92688
(Address of principal executive offices)
 
(Zip Code)
     
 
(949) 858-5836
 (Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
                                                                                                 
Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, $0.001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o  No  þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  o  No  þ
 
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 o  No þ
 
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 o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large 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
 
Smaller reporting company þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  þ
 
The aggregate market value of the common stock of the registrant held by non-affiliates as of February 28, 2013 the last business day of the registrant’s most recently completed second fiscal quarter based on the closing sale prices of the registrant’s common stock on that date as reported on the Over the Counter Bulletin Board was $2,456,500. For purposes of this computation, all officers, directors, and 5 percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such directors, officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant.
 
As of July 10, 2014, there were 2,636,170 (post-split) shares of registrant’s common stock issued and 563,170 (post-split) shares outstanding.
  
 
 

 
 
EXHIBIT INDEX


 
PAGE
PART I
 
   
Item 1. Business
4
   
Item 1A. Risk Factors
6
   
Item 1B. Unresolved Staff Comments
6
   
Item 2. Properties
6
   
Item 3. Legal Proceedings
6
   
Item 4. Mine Safety Disclosures
6
   
PART II
 
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7
   
Item 6. Selected Financial Data
10
   
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
   
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
16
   
Item 8. Financial Statements and Supplementary Data
16
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
16
   
Item 9A. Controls and Procedures
17
   
PART II
 
   
Item 10. Directors, Executive Officers and Corporate Governance
18
   
Item 11. Executive Compensation
20
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
23
   
Item 13. Certain Relationships and Related Transactions, and Director Independence
23
   
Item 14. Principal Accountant Fees and Services
24
   
PART IV
 
   
Item 15. Exhibits and Financial Statement Schedules
24
   
SIGNATURES
24
   
EXHIBIT INDEX
26
 
 
- 2 -

 
 
This document (including information incorporated herein by reference) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve a degree of risk and uncertainty due to various factors affecting Clear TV Ventures, Inc. (Formerly Eco Ventures Group, Inc.)
 
PART I
Forward-Looking  Statements
 
Certain statements contained in this report (including information incorporated by reference) are “forward-looking statements” or management projections of future events.
 
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Such risks include, but are not limited to: the ability of our Company to obtain necessary financing; the prices of gold, silver and other commodities; currency fluctuations; metallurgical assumptions; operating performance of equipment, processes and facilities; labor relations; timing of receipt of necessary governmental permits or approvals; domestic laws or regulations, particularly relating to the environment and mining; domestic and international economic and political conditions; and other risks and hazards associated with mining operations. More detailed information regarding these factors is included in Item 1, Business, Item 1A, Risk Factors, and elsewhere throughout this report. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.
 
All subsequent written and oral forward-looking statements attributable to our Company or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Clear TV Ventures, Inc. (“CTVI” or the “Company”) disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These would include:
 
 
Statements regarding future earnings;
 
 
Estimates of future mineral production and sales, and biodiesel production and sales, for specific operations and on a consolidated or equity basis;
 
 
Estimates of future costs applicable to sales, other expenses and taxes for specific operations and on a consolidated basis;
 
 
Estimates of future cash flows;
 
 
Estimates of future capital expenditures and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding thereof;
 
 
Estimates regarding timing of future capital expenditures, construction, production or closure activities;
 
 
Statements regarding the availability and costs related to future borrowing, debt repayment and financing;
 
 
Statements regarding modifications to hedge and derivative positions;
 
 
Statements regarding future transactions;
 
 
Statements regarding the impacts of changes in the legal and regulatory environment in which we operate; and
 
 
Estimates of future costs and other liabilities for certain environmental matters.
 
 
- 3 -

 
 
All references in this Form 10-K that refer to the “Company”,  “Registrant,” “CTVI”, “we,” “us” or “our” are to Clear TV Ventures, Inc., a Nevada formed corporation formerly known as “Eco Ventures Group, Inc.” and unless otherwise differentiated, its subsidiary, Eco Ventures Group, Inc. a Florida formed corporation (“Eco Ventures – Florida”). All references to “Eco Ventures Group, Inc. - Florida” or “Eco Ventures – Florida” are to our subsidiary, Eco Ventures Group, Inc., a Florida formed corporation. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. (“CTV”), with CTV being the surviving corporation.

Item 1. Business
 
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”).   On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., as discussed below. On July 18, 2013, the Company declared a 15-for-1 reverse stock split for all of its common and preferred stock. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this reverse stock split. The Board of Directors of Eco Ventures, Inc. (the “Company”) has approved a change of its name to Clear TV Ventures, Inc. effective at the close of business on July 25, 2013.

Merger with Eco Ventures Group, Inc.

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 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) restricted shares of Modern’s authorized but unissued capital stock. As a condition to the Merger Agreement, 28,144 shares of Modern is to 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 “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.
   
 
- 4 -

 
 
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.  

Company business:

During the two years ended August 31 2013, we operated as Eco Ventures Group, Inc. (“EVG”).  Our focus during these two years and through June 24, 2014 was on the production of advanced biodiesel from recovered cooking oils and oil rich plants. One of divisions specialized in the extraction of precious metals from ore bodies and reclaimed mine tailings. We never generated any revenue during the period we operated as Eco Ventures Group, Inc.
 
The Company’s business operations and facilities through March 31, 2013 was 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, the extraction process was determined to be not economically viable and the Company decided to suspend operations on its mineral extraction division and began focuses  its 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 knowhow. 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 Company was not able to bring the technology to market and on March 31, 2013, with the consent of its landlord, abandoned the facilities,

On June 26, 2014, EVG merged with Petlife Pharmaceuticals, Inc. (See Note 13 to the accompanying consolidated financial statements, for a further discussion on the terms and conditions of this merger).

Our principal offices are located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, CA 92688, and our telephone number is (949) 858-5836.  Our common stock is quoted on the OTC Bulletin Board System under the symbol “EVGI.” We currently do not have a corporate website.
  
OUR BUSINESS GROUPS
 
During the period from June 2011 through June 2014, 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) was a business group of EVG which was 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 attempted to find a secure reliable and cost-effective supplies of this feedstock. EVG needed to obtain additional financing in order to complete this facility and make it operational. The Company did find the necessary funding and ceased the indicated operations in 2014
 
 
- 5 -

 
 
Employees

There is only one person employed by our Company on a full-time basis as of August 31, 2013, Randall Lanham, our Chief Executive Officer, President and CFO. Additional technological experts provide services to the Company as independent contractors on a project basis. 
 
Offices and Manufacturing Facilities
 
The Company’s operations and facilities were located in Groveland, FL, 25 miles West of Orlando, FL on State Road 50.  The Company has ceased all operations located at that address on March 31, 2013.

The Company’s corporate offices are located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, California.
 
Item 1A. Risk Factors

Not required by smaller reporting companies

Item 1B.    Unresolved Staff Comments

None.
 
Item 2. Properties

Eco Ventures Group’s initial headquarters, operations and manufacturing facilities were located at 7432 State Road 50, Suite 101, Groveland, FL, in a light-industrial complex 25 miles west of Orlando, FLIt was not economically feasible for the Company to continue to lease the office / warehouse complex with a large warehouse facility for its Mineral Recovery Operation and Bio-Diesel Operation and with  the consent of its landlord, abandoned the facilities on March 31, 2013.

Our corporate office is located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, California. The office is leased by our Company’s president who is currently allowing us to use the space free of charge.
 
Item 3. Legal Proceedings
 
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
 
 
- 6 -

 
 
 
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market Information
 
Eco Ventures Group, Inc. (formerly, Modern Renewable Technologies, Inc.) common stock is quoted on the OTC Bulletin Board (OTC/BB) under the symbol “EVGI.PK”. Our shares originally commenced quotation under the symbol “AZTV” on May 1, 2007. Prior to May 1, 2007, no public trading market existed for our common stock. Our symbol was changed to “AZVN” on July 9, 2007 upon completion of our 2.5 -for-1 stock split. Subsequently, our symbol was changed to “GEUR” on November 16, 2007 after our name change from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” Effective April 21, 2008, we changed our name from Genesis Uranium Corp. to “Vault Technology, Inc.”, 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.. and also completed a 70 to1 reverse split. As a result, our OTC Bulletin Board symbol was changed to “MRNZ” as of September 17, 2009. Effective on October 4, 2010 we completed a further 100 to 1 reverse split. The name of the Company was changed to Eco Ventures Group, Inc. on June 1, 2011 and has traded under the symbol “EVGI.OB” since June 6, 2011. On July 12, 2012 the Company effected a forty to one (40-1) reverse stock split. On July 18, 2013, the Company declared a 15-for-1 reverse stock split for all of its common and preferred stock.
 
The table below sets forth the high and low sales prices for our common stock for the periods indicated as reported by the OTCBB. Sales prices represent prices between dealers, do not include retail markups, markdowns or commissions and do not necessarily represent prices at which actual transactions were effected.*
 
      High        Low   
August 31, 2014
  $ 0.88     $ 0.88  
May 31, 2014       0.71        0.12  
February 28, 2014
    0.68       0.12  
November 30, 2013
    0.90       0.33  
August 31, 2013
    0.88       0.18  
May 31, 2013
    1.49       0.45  
February 28, 2013
    3.75       0.30  
November 30, 2012
    9.00       2.70  
August 31, 2012
    606.00       576.00  
May 31, 2012
    9,000.00       660.00  
February 29, 2012
    3,000.00       3,000.00  
November 30, 2011
    3,000.00       3,000.00  
 
*The above quotations have been adjusted to reflect our 40 to 1 reverse split effective July 12, 2012 and the 15-for-1 reverse stock split effective on July 18, 2013.
 
As of August 31, 2013, there were 115 reported holders of record of our common stock and a total of 2,363,170 shares of Common Stock issued and 563,170 shares outstanding.
 
We have never paid a cash dividend. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for growth. Our initial earnings, if any, will likely be retained to finance our growth. At the present time, we are not party to any agreement that would limit our ability to pay dividends.
 
The Securities Enforcement and Penny Stock Reform Act of 1990
 
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with prices of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current prices and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares are currently subject to the penny stock rules.
 
 
- 7 -

 
 
A purchaser is purchasing penny stock which limits the ability to sell the stock. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
 
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:
  
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
 
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
 
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices;
 
contains a toll-free telephone number for inquiries on disciplinary actions;
 
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
 
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.
 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
the bid and offer quotations for the penny stock;

the compensation of the broker-dealer and its salesperson in the transaction;
 
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
 
monthly account statements showing the market value of each penny stock held in the customer’s account.
  
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements have the effect of reducing the trading activity in the secondary market for our stock. Thus, stockholders may have difficulty selling their securities.
 
 
- 8 -

 
 
Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

The following sets forth information for the equity compensation plans outstanding as of August 31, 2013 (including individual compensation arrangements) under which shares of our common stock are authorized for issuance: 

Equity Compensation Plan Information
                       
   
Number of securities
           
   
to be issued upon
   
Weighted average
   
Number of securities
   
exercise of
   
exercise price of
   
remaining available for
   
outstanding options,
   
outstanding options,
   
future issuance as of
Plan Category
 
warrants and rights
   
warrants and rights
   
August 31, 2013
                       
Equity compensation plans approved by security holders:
   
-
     
-
     
-
                       
Equity compensation plans not approved by security holders:
   
-
     
-
     
-
                       
2011 Incentive Stock Option Plan
   
-
     
-
     
44,444
 
Number of securities
 
2011 Incentive Stock Option Plan
  
On July 26, 2011, the Board of Directors approved 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. The 2011 Plan provides that awards may be granted for up to 44,444 shares of the Company’s common share (subject to adjustment in case of a subdivision of our outstanding shares of Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Common Stock). The purpose of the 2011 Plan is (i) to further our growth by allowing us to compensate employees and Directors who have provided bona fide services to our company through the award of shares of our Common Stock, and (ii) attract, motivate, retain and reward quality employees and directors to acquire or increase a proprietary interest in our company. The 2011 Plan is administered by a committee consisting of at least two persons to be appointed by the Board of Directors, or in the absence of such a committee, the Plan is to be administered by the Board of Directors. Our Board of Directors appointed Paul Smith, our President and CFO, to the committee. Any of our employees or directors are eligible to receive awards under the Plan. We intend to register with the Securities and Exchange Commission the common shares issuable under the 2011 Incentive Stock Option Plan.
 
Transfer Agent
 
Empire Stock Transfer Co. is the transfer agent for our common stock. Their address is at 1859 Whitney Mesa Drive, Henderson, NV 89014.
 
Issuer purchase of equity securities
 
There were no issuer purchases of securities during the period covered by this report.
 
 
- 9 -

 
 
Item 6. Selected Financial Data.
 
Not required by smaller reporting companies.
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion provides information that management believes is relevant to an assessment and understanding of the financial condition and results of operations of Clear TV Ventures, Inc., formerly Eco Ventures Group, Inc. . (the “Company”).
 
This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as from September 1, 2011 through August 31, 2013. It consists of the following subsections:
 
 
·
“Introduction and Plan of Operation” which provides a brief summary of our consolidated results and financial position and the primary factors affecting those results, as well as a summary of our expectations for fiscal 2014;

 
·
“Liquidity and Capital Resources,” which contains a discussion of our cash flows and liquidity, investing activities and financing activities, contractual obligations, and critical obligations;

 
·
“Results of Operations and Comparison”,” which sets forth an analysis of the operating results for the last two fiscal years

 
·
Critical Accounting Policies,” which provides an analysis of the accounting policies we consider critical because of their effect on the reported amounts of assets, liabilities, income and/or expenses in our consolidated financial statements and/or because they require difficult, subjective or complex judgments by our management;

 
·
“Recent Accounting Pronouncements and Developments,” which summarizes recently published authoritative accounting guidance, how it might apply to us and how it might affect our future results.
   
This item should be read in conjunction with our consolidated financial statements and the notes thereto included in this annual report.
 
Introduction and Plan of Operation
 
The following discussion updates our plan of operation for the 2014 Fiscal Year. The discussion also summarizes the results of our operations for the period from September 1, 2011  through August 31, 2013.
 
Merger Agreements
 
On May 27, 2011, the Company, formerly known as Modern Renewable Technologies, Inc., (“Modern”), a Nevada Corporation, 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 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) restricted shares of Modern’s authorized but unissued capital stock. The Merger was consummated on June 1, 2011.
 
 
- 10 -

 
 
In connection with the Merger, Modern changed its name to Eco Ventures Group, Inc. (“Eco Ventures – Nevada” or the “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.
 
On April 18, 2014., Eco Ventures Group, Inc. (“EVGI”) entered into an Agreement and Plan of Merger with Petlife Pharmaceuticals, Inc., a Nevada Corporation (“PPI”). Under the terms of the merger, each 15 shares of EVGI common stock will exchanged for one share of PPI’s common stock. Each share of EVGI preferred stock will be exchanged for one share of PVI preferred stock.
 
Plan of Operations

From September 1, 2011 through August 31, 2013, we experienced the negative effects of the financial markets upheaval, which made capital acquisition extremely difficult. Due to our lack of funding and resources, we have been dormant Since August 31, 2013.  As indicated above, on June 26, 2014, we became Petlife Pharmaceuticals, Inc. It is our intention to acquire Petlife Corporation.
 
About Petlife, Inc.
 
Petlife Corporation (“Petlife”) is a registered US Veterinary Pharmaceutical company, incorporated in 2012 as a subsidiary of Medolife International, Inc.  If we do acquire of Petlife and obtain the necessary funding, we plan to market Petlife’s primary product under the name of Escozine for Pets, which now accessible through the company’s website (www.USPetlife.com). It is intent that Escozine for Pets will be registered and distributed globally; We also plan to market Escozine for Pets through direct online marketing.
 
Petlife’s primary goal is to bring its scientifically proven, potentiated bioactive medication and Nutraceuticals to the world of veterinary oncology, with the ultimate goal of extending the life of pets with cancer and improving their quality of life. In the process of achieving these objectives, Petlife will transition into a world renowned, professionally respected veterinary pharmaceutical company that will create new industry standards as well as being profitable and innovative.
Results of Operations
 
Year ended August 31, 2013 compared to year ended August 31, 2012
 
Net loss
 
We incurred a net loss of $1,622,269 for the year ended August 31, 2013 as compared to the net loss we incurred for the year ended August 31, 2012 of $3,260,801. 

Operating expenses
 
For the year ended August 31, 2013 we incurred $221,516 in operating expenses as compared to $267,058 in operating expenses we incurred for the prior year. Operating expenses for the year ended August 31, 2013 decreased by 45,542, due to the fact we had less funds to operate in 2013.
 
 
- 11 -

 
 
General and administrative
 
For the year ended August 31, 2013, general and administrative costs were $692,386 as compared to $2,311,620 that we incurred in the previous year. General and administrative costs were primarily comprised of costs associated with starting operations and related salaries, overhead and travel expenses. As part of our general and administrative expenses, we incurred stock based compensation (non-cash) of $305,557 and $1,282,100, for services rendered during the fiscal year ended August 31, 2013 and 2012, respectively.
 
Loss from Operations
 
For the year ended August 31, 2013 we incurred a loss from operations of $1,680,269 as compared to the operating loss we incurred for the year ended August 31, 2012 of $2,578,678.
 
Other income (expense):
 
Gain on forgiveness of debt.
 
During the year ended August 31, 2013, we recognized a net gain on the forgiveness of debt from a vendor totaling $166,142.
 
Loss on settlement of debt
 
For the year ended August 31, 2012, we incurred a loss on settlement of debt of $656,000 resulted from the issuance of 106,667 shares of our common stock, valued at $6.75 per share in settlement of the notes payable and accrued interest.
 
Interest expense
 
For the year ended August 31, 2013, we incurred $108,142 in interest expense on demand notes issued in settlement of expenses paid on the Company's behalf and working capital provided as compared to $26,123 that we incurred during the previous year. 

Net loss attributable to the non-controlling interest
 
Net loss attributable to non-controlling interest for the year ended August 31, 2013 was $461,505 as compared to $940,725 for the year ended August 31, 2012. Net loss attributable to the non-controlling interest amounted to $1565,882 for the period from November 9, 2010 (date of inception) through August 31, 2013. The net loss attributable to the non-controlling interest represented the 30% third party ownership of Eco Ventures– Florida’s share of its net loss for the year ended August 31, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through August 31, 2013.

Net loss attributable to Eco Ventures Group, Inc. common shareholders

Net loss attributable to Eco Ventures Group, Inc. common shareholders amounted to $1,160,764 for the year ended August 31, 2013 compared to $2,320,076 for the year ended August 31, 2012.
 
 
- 12 -

 
 
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 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 loss. 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. The report of our Independent Registered Public Accounting Firm include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern.
 
We currently have no 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. 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.
 
Net Cash Used in Operating Activities
 
Net cash used in operating activities was $137,097 for the year ended August 31, 2013, as compared to net cash used of $400,119 in prior year’s operating activities. The decrease was primarily due to a decrease in overall activity in 2013 as comared to the activity incurred in 2012.

Net Cash Used in Investing Activities
 
We had no investing activities during the year ended August 31, 2013. During the year ended August 31, 2012, we used net cash in investing activities of $36,971 for the procurement of property and equipment by Eco Ventures – Florida.
 
Net Cash Provided by Financing Activities
 
During the year ended August 31, 2013, we received net cash provided by financing activities totaling $137,030 of which $30,000 was from the issuance of 5,714 shares of our common stock, $7,030 in advances from a related party and $100,000 from a unrelated third party evidenced by a promissory note.

During the year ended August 31, 2012, we received net cash provided by financing activities of $381,250 primarily from sale of our Series B preferred stock of $50,000, common stock subscription of $50,000, proceeds from related party advances of $213,650 and proceeds from related party notes payable of $67,600. During the period from November 9, 2010 (date of inception) through August 31, 2011, we received proceeds from sale of our Series A preferred stock of $250,000, proceeds from related party advances of $48,604 and contributed capital by the majority owned subsidiary of $67,750.
 
 
- 13 -

 
 
Going Concern
 
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the 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 August 31, 2013.   In addition, the Company has incurred deficit accumulated during development stage of $4,277,950 and used $137,097 in cash for operating activities for the year ended August 31, 2013. 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.
 
 
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 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
 
Significant Accounting Policies
 
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
 
We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
 
General
 
The Company’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions.
 
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.
 
 
- 14 -

 
 
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 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 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 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 August 31, 2013 is recorded as non-controlling interest in the 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 (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.
 
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 August 31, 2013, the Company did not have any issued or outstanding stock options.
 
Impairment of Long-Lived Assets
 
The Company follows ASC 360, "Property, Plant and Equipment" which requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the long-lived assets and certain identifiable intangibles will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less disposal costs.
 
 
- 15 -

 
 
Income Taxes
 
The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
 
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 consolidated financial position, results of operations or cash flows.
 
Inflation
 
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.
 
Off-Balance sheet Arrangements
 
We do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment other than the operating leases as disclosed in Item 2, Properties and Notes to Consolidated Financial Statements (Note 10).
 
Item 7A.   Quantitative and Qualitative Disclosures About Market RISK
 
This item is not applicable to smaller reporting companies.
 
Item 8.   Financial Statements and Report of Independent Certifying Accountant
 
Our consolidated financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the consolidated financial statements included herein.
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
On August 16, 2011 (the “Engagement Date”), the Company engaged RBSM LLP (“RBSM ”) as its independent registered public accounting firm for the Company’s fiscal year ended August 31, 2011. The decision to engage RBSM as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either:
 
1.    the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
 
2.    any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
 
 
- 16 -

 
 
Item 9A. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As of August 31, 2013, 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 August 31, 2013 as a result of the material weakness in internal control over financial reporting discussed below.
 
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 August 31, 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of August 31, 2013. 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 consolidated financial statements for the period from November 9, 2010 (date of inception) through August 31, 2013 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the period from November 9, 2010 (date of inception) through August 31, 2013 are fairly stated, in all material respects, in accordance with US GAAP. 

This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report on internal control in this annual report. 

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.
   
 
- 17 -

 
 
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance Identify Directors and Executive Officers
 
The directors named below were elected for one-year terms. Officers hold their positions at the discretion of the Board of Directors in accordance with the terms of their employment agreements.
 
The names, addresses and ages of each of our directors and executive officers and the positions and offices held by them, which director positions are for a period of one year, are: 

Name and Address
Age
First Became Officer and/or Director
Position(s)
       
Randall Lanham
50
July 1, 2011
Director and CEO
28562 Oso Parkway
     
Unit D
     
Rancho Santa Margarita, C A 92688
     
  
OFFICERS AND DIRECTORS
 
RANDALL LANHAM – DIRECTOR AND CHIEF EXECUTIVE OFFICER
 
Experience
 
Randall Lanham is a California-licensed attorney with experience in securities law and corporate finances. Mr. Lanham has experience in both domestic and international corporate legal matters, with demonstrated effectiveness in corporate reorganizations and business operations. Mr. Lanham's business experience coupled with solid legal background in corporate and civil law positions him perfectly for his work at the helm of EVG, where his goals are to control costs, establishing customer and vendor relations, and increase internal productivity directly generating improved bottom-line profitability. 

Mr. Lanham has been engaged in the private practice of law in his own firm since 1996. Randall Lanham is a California- licensed attorney with experience in securities law and corporate finances. Mr. Lanham has experience in both domestic and international corporate legal matters, with demonstrated effectiveness in corporate reorganizations and business operations. Mr. Lanham's business experience coupled with solid legal background in corporate and civil law positions him perfectly for his work at the helm of EVG, where his goals are to control costs, establishing customer and vendor relations, and increase internal productivity directly generating improved bottom-line profitability. 

Mr. Lanham has been engaged in the private practice of law in his own firm since 1996, served as Vice President and General Counsel of Activate Corporation during 1995-1996, and was an Attorney with Leonard, Ralston, Stanton and Danks from 1992-1993. Mr. Lanham is also on the board of independent directors of Nymox Pharmaceutical Corporation based out of Montreal, Canada. NASDAQ: NYMX 

Education and Associations
  
 
J.D. Whittier College School of Law 1991
 
B.S. Criminal Justice/Political Sci., U. of Delaware - 1987
 
State Bar of California  1993

Significant  Employees
 
We have no significant employees other than our executive officer.
 
 
- 18 -

 
 
Director  Independence
 
Our common stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent” as defined under Rule 4200(a)(15): Randall Lanham and Paul Smith would not be considered “independent” under the NASDAQ rule due to the fact that they are employees of our company.
 
Board Meetings
 
During the fiscal year ended August 31, 2013, we had two directors. During the year fiscal year ended August 31, 2013, the Board held one meeting and has taken numerous actions by unanimous written consent.
 
Audit, Compensation and Nominating Committees
 
As noted above, our common stock is listed on the OTC Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. Considering the foregoing and the fact that we are an early stage exploration company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors currently consists of two members, neither of which is considered  independent.
 
Although there is no formal process in place regarding the consideration of any director candidates recommended by security holders, our Board of Directors will consider a director candidate proposed by a shareholder. A candidate must be highly qualified in terms of business experience and be both willing and expressly interested in serving on the Board.
 
The Board evaluates nominees for directors recommended by shareholders in the same manner in which it evaluates other nominees for directors. Minimum qualifications include the factors discussed above.
 
Shareholder  Communications
 
We do not have a formal shareholder communications process. Shareholders are welcome to communicate with the Company by forwarding correspondence to Eco Ventures Group, Inc., State Hwy. 50, Groveland, FL, Attn.: Shareholder Relations.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act, requires the Company’s officers and directors, and persons who own more than 10% of the Company’s Common Stock, to file reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. To our knowledge, during the fiscal year ended August 31, 2013, based solely on a review of such materials as are required by the SEC, all required reporting is current and accurate.
 
Code of Business Conduct and Ethics
 
We have adopted a code of business conduct and ethics that applies to all of our executive officers and employees. The Code addresses conflicts of interest, compliance with all laws and other legal requirements, conduct of business in an honest and ethical manner, integrity and actions in the Company’s best interest. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code. The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company currently has such procedures in place. Eco Ventures Group, Inc. Code of Business Ethics and Conduct is available on our web site at www.ecoventuresgroup.com
  
 
- 19 -

 

Item 11. Executive Compensation
 
Covered — All Executive Officers
 
The executive officers for the year ended August 31, 2012 and for the year ended August 31, 2013 are as follows:

Randall Lanham, Chief Executive Officer
Paul Smith, President (July 1, 2011 – September 9, 2012)
Mark Cox, President September 10, 2012 to present. 

Summary Compensation Table

The following table summarizes all compensation recorded by us for the year ended August 31, 2012 and for the year ended August 31, 2013 for our named executive officers.
 
Name and Principal Position
 
Year
 
Salary
   
Bonus
   
Stock Awards
   
Option Awards
   
Non-Equity Incentive Plan Compensation
   
Nonqualified Deferred Compensation Earnings
   
All other Compensation
   
Total
 
                                                     
Randall Lanham, 
 
2013
 
$
-
   
$
-
   
$
2,274
   
$
-
   
$
-
   
$
-
   
$
-
   
$
2,274
 
CEO (1)
                                                                   
   
2012
   
150,000
     
-
     
64,926
     
-
     
-
     
-
     
-
     
214,926
 
                                                                     
Paul Smith, 
 
2013
   
-
     
-
   
 
182,417
     
-
     
-
     
-
     
-
   
 
182,417
 
Ex-President
                                                                   
and CFO (2)
 
2012
   
150,000
     
-
     
64,926
     
-
     
-
     
-
     
-
   
 
214,926
 
                                                                     
Mark Cox, 
 
2013
   
-
     
-
   
 
15,000
     
-
     
-
     
-
     
-
   
 
15,000
 
President and CFO (3)
 
2012
   
-
     
-
   
 
63,366
     
-
     
-
     
-
     
-
   
 
63,366
 
                                 
 
 
(1)
Representing a total of 3,167 as Founder’s Shares valued at $12 per share, we also issued 3,167 shares to be equally vested in next 36 months. During the year ended August 31, 2012, 1,056 shares of common stock were valued at average of the closing market price during the month for which stocks are awarded totaling to $64,926 vested as set forth in their Employment Agreements. During the year ended August 31, 2013, 15,829 shares of the Company’s common stocks were issued and valued at average of the closing market price during the month for which stocks are awarded totaling to $2,274 vested as set forth in their Employment Agreements. These shares were not issued as of the date of this Annual Report.  These Shares are all restricted in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended.
 
 
(2)
Representing a total of 3,167 as Founder’s Shares valued at $12 per share, we also issued 3,167 shares to be equally vested in next 36 months. During the year ended August 31, 2012, 1,056 stocks were valued at average of the closing market price during the month for which stocks are awarded totaling to $64,926 vested as set forth in their Employment Agreements. During the year ended August 31, 2013, 31,667 shares of the Company’s common stock were agreed to be issued and valued at average of the closing market price during the month for which stocks are awarded totaling to $17,417 vested as set forth in their Employment Agreements and agreed to issue 300,000 shares of Company’s common stock as per Settlement Agreement valued at $165,000. Paul Smith has resigned as of September 10, 2012. These Shares are all restricted in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended. These shares were not issued as of the date of this Annual Report.
 
 
(3)
Mark Cox was appointed on August 7, 2012 and 8,333 shares eligible on signing of the agreement valued at $14.70. Mark Cox is on a review term for the first 120 days. The amended agreement state the effective date of appointment as September 10, 2012 but the stock award of 8,333 restricted shares shall remain earned as of August 7, 2012. During the year ended August 31, 2013, 28,333 shares of the Company’s common stock were earned and valued at average of the closing market price during the month for which stocks are awarded totaling to $63,366 vested as set forth in his Employment Agreement.  These shares were not issued as of the date of this Annual Report.
 
 
- 20 -

 
 
Executive Employment Agreements
 
Randall Lanham. We employed Mr. Lanham on July 1, 2011 as our Chief Executive Officer for a period of 3 years at annual salary of $300,000. Mr. Lanham will however forgo 50% of his salary until the Company receives a significant portion of its financing to expand its operations and execute its business plan. Mr. Lanham is entitled to an annual bonus to equal to 1% of the Company’s EBITA for each fiscal year during the Employment Period not to exceed $500,000. Mr. Lanham received 47,500 shares of the Company’s restricted Common Stock in conjunction with the reverse-merger transaction. The Company shall award an additional 1,319 shares of its "restricted stock" for each month that Mr. Lanham remains in the employ of the Company, up to a maximum of thirty-six (36) months.
 
Equity Compensation Plans
 
2011 Incentive Stock Option Plan
 
On July 26, 2011, our Board of Directors unanimously approved our 2011 Incentive Stock Option Plan (the “2011 Plan”). The purpose of the Plan is to retain current, and attract new, employees, directors, consultants and advisors that have experience and ability, along with encouraging a sense of proprietorship and interest in the Company’s development and financial success. The Board of Directors believes that option grants and other forms of equity participation are an increasingly important means of retaining and compensating employees, directors, advisors and consultants. The 2011 Plan authorizes us to issue up to 44,444 shares of our common stock. The plan allows us to grant tax-qualified incentive stock options, non-qualified stock options and restrictive stock awards to employees, directors and consultants of our company.
 
In order to be able to grant qualified “incentive stock options” under the 2011 Plan in accordance with Section 422 of the Internal Revenue Code, as amended, we must obtain shareholder approval of the 2011 Plan within 12 months before or after the 2011 Plan was adopted. Accordingly, we submitted the Plan for shareholder approval in June 2011 and the 2011 Plan was approved by shareholder action upon written consent in accordance with the By-Laws of the Company.
 
Unless terminated earlier by the Board, the 2011 Plan will expire on December 31, 2021. As of August 31, 2012 there are no outstanding options under the 2011 Plan, and no shares of Common Stock has been issued under the 2011 Plan.
 
Outstanding Equity Awards at Fiscal Year-end
 
There we no outstanding equity awards for our Executive officers in the period from November 9, 2010 (date of inception) through August 31, 2013.
 
Stock Option Exercised
 
There were no stock options exercised on common shares in the period from November 9, 2010 (date of inception) through August 31, 2013, with respect to the named executives listed in the Summary Compensation Table.
 
Expense  Reimbursement
 
We will reimburse our officers and directors for reasonable expenses incurred during the course of their performance.
 
Retirement Plans and Benefits.
 
None.
 
 
- 21 -

 
 
Director  Compensation
 
 The following table summarizes all director compensation for our Executive officers in the most recent fiscal year ended August 31, 2013 and the previous fiscal year ended August 31, 2012. No compensation was paid in either fiscal year due to lack of operating funds. There are no other standard compensation arrangements in place and all directors are treated equally with respect to any compensation.

   
Fees earned or
 
Stock
 
Option
 
Total
Name
 
paid in cash ($)
 
awards ($)
 
awards ($)
 
($)
                 
Randall Lanham
 
 
 
 
                 
 
Standard Director Compensation Arrangement
 
We do not have a standard compensation arrangement for directors.
 
Indemnification and Limitation on Liability of Directors
 
Our Articles of Incorporation and Bylaws provide that we must indemnify, to the fullest extent permitted by the laws of the State of Nevada, any of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the person serving or having served in a capacity as such, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met.
 
The Nevada Revised Statutes allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A person must be found to be entitled to indemnification under this statutory standard by procedures designed to assure that disinterested members of the board of directors have approved indemnification or that, absent the ability to obtain sufficient numbers of disinterested directors, independent counsel or shareholders have approved the indemnification based on a finding that the person has met the standard. Indemnification is limited to reasonable expenses.
 
At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by law. Specifically, our directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:
 
any breach of the duty of loyalty to us or our stockholders;
 
acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law;
 
dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual  restrictions;
 
violations of certain laws; or
 
any transaction from which the director derives an improper personal benefit.

 
- 22 -

 
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of July 10, 2014 , by (i) each person known by the Company to beneficially own more than five percent of the outstanding shares of Common Stock, (ii) each current director and named executive officer of the Company and (iii) all executive officers and directors as a group. Except as indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Except as indicated, the address of each of the persons named in the table is that of the Company’s principal executive offices. As of July 10, 2014, there were 50,000,000 shares of our common stock authorized and 2,636,170shares issued.
 
Title of Class
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
 
Percentage of Common Stock
             
Common Stock
 
Randall J. Lanham (2)
 
146,167 (1)
 
5.3%
             
Common Stock
 
Ryze Capital, NA LLC
 
1,193,333
 
45.30%
   
121 South Orange Ave Suite 1230
       
   
Orlando, FL 32801
       
             
Common Stock
 
Adobe International
 
600,000
 
22.80%
   
The Matalon
       
   
Coney Drive
       
   
Belize City, Belize
       
             
Common Stock
 
All officers and directors (2 persons) (2)
 
146,167
 
5.5%
                            
 
(1)
All shares are owned directly.
 
(2)
Officer and director.


Item 13. Certain Relationships and Related Transactions, and Director Independence
 
We have borrowed funds (See Note 5 and 8 to the Consolidated Financial Statements), from related parties. In connection with the borrowings, we have executed unsecured promissory notes (“Notes”) to related parties which are due on demand and carry interest rate of 8% per annum. These Notes are in the amounts of $138,026 payable to Central Florida Resources Group, Inc. The Notes also provide that we pay collection costs and attorney fees if the Notes are not paid when due.
 
In addition, our Chief Executive Officer, President/Chief Financial Officer and a principal shareholder have advanced funds of $290,506 and $315,240 as of August 31, 2013 and 2012, respectively to the Company for travel and working capital purposes. There are no formal repayment terms or arrangements for these advances and are due on demand. Central Florida Resources Group has advanced a total of $232,718 as of August 31, 2013 already included in $290,506. Also, as per employment agreement, the Company charged to operations salary expenses to CEO and President of $150,000 and $300,000 for the years ended August 31, 2013 and 2012, respectively.
 
Director  Independence
 
Our common stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent” as defined under Rule 4200(a)(15): Randall Lanham and Paul Smith would not be considered “independent” under the NASDAQ rule due to the fact that they are employees of our Company.
 
 
- 23 -

 
 
Item 14. Principal Accountant Fees and Services
 
RBSM LLP (“RBSM”) has served as our independent registered public accounting firm since August 16, 2011. RBSM was also Eco Ventures – Florida’s independent registered public accounting firm prior to the completion date of the Reverse Merger transaction on June 1, 2011. Prior to August 16, 2011, MaloneBailey LLP served as the Company’s then independent registered accounting firm.
 
The following table sets forth fees billed to us by RBSM during the fiscal years ended August 31, 2013 and 2012 for: (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

   
Fiscal Years Ended
 
   
August 31,
2013
   
August 31,
2012
 
Audit Fees (1)
 
$
32,500
   
$
36,500 
 
Audit Related Fees (2)
   
     
-
 
Tax Fess (3)
   
   - 
     
 - 
 
All Other Fees (4)
   
     
 - 
 
   
$
32,500
   
$
36,500
 
 
(1) Audit Fees 
 
Audit fees include fees incurred for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements for the period from November 9, 2010 (date of inception) through August 31, 2013, the reviews of the quarterly interim consolidated financial statements included in the Company’s Forms 10-Q for the fiscal year ended August 31, 2013, and services rendered to issue consents required in certain of the Company’s registration statements. RBSM has billed us $32,500 and $36,500 for audit fees incurred during the fiscal year ended August 31, 2013 and 2012, respectively in connection with the audit of our annual consolidated financial statements and review of quarterly interim financial statements included in our Form 10-Q.
 
(2) Audit-Related Fees 
 
RBSM billed us audit-related fees in the aggregate amount of approximately $0 during the fiscal year ended August 31, 2013 and 2012.
 
(3) Tax Fees 
 
No fees of this sort were billed by RBSM during the period from November 9, 2010 (date of inception) through August 31, 2013.
 
(4) All Other Fees 
 
No fees of this sort were billed by RBSM during the period from November 9, 2010 (date of inception) through August 31, 2013.
 
Policy on Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

Consistent with the SEC policies regarding auditor independence, our Board of Directors has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, our Board of Directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditor for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of the following four categories of services to the Board of Directors for approval.
 
PART IV
 

Item 15.   Exhibits and Financial Statement Schedules

See the Exhibit Index and the Index to Financial Statements immediately following the signature page of this report.

 
- 24 -

 

 

SIGNATURES
 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
             
   
Clear TV Ventures, Inc.
   
Date:  July 21, 2014            
   
By:
 
/s/ Randall Lanham
   
       
 Randall Lanham
   
       
Chief Executive Officer, President, Chief Financial 
Officer & Principal Accounting Officer
   
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on July 21, 2014.
 
Signature
 
Title
     
/s/ Randall Lanham
 
Chief Executive Officer and Director
 Randall Lanham
 
(Principal Executive Officer) President, Chief Financial Officer,
   
Principal Accounting Officer) and Director
 
 
 
 
- 25 -

 
 
 
EXHIBIT INDEX
 
Exhibits
 
Exhibit No.   Description
     
31.1
 
Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer
     
31.2
 
Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer
     
32.1
 
Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer and Chief Financial Officer
     
101
 
Interactive data files
 
 

 
- 26 -

 
 
 

CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc.)
(A Development Stage Company)
 

 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

 

   
Page 
     
Report of Independent Registered Public Accounting Firm
 
F-2
     
Consolidated Balance Sheets as of August 31, 2013 and 2012
 
F-3
     
Consolidated Statements of Operations for the year ended August 31, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through August 31, 2013
 
F-4
     
Consolidated Statement of (Deficit) Equity for the period from November 9, 2010 (date of inception) through August 31, 2013
 
F-5 – F-6
     
Consolidated Statements of Cash Flows for the year ended August 31, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through August 31, 2013
 
F-7
     
Notes to Consolidated Financial Statements
 
F-8 – F-28
 
 
 
F-1

 
 

Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Shareholders of Clear TV Ventures, Inc.
(formerly Eco Venture Group, Inc.)
 
We have audited the accompanying consolidated balance sheets of Clear TV Ventures, Inc. (formerly Eco Ventures Group, Inc.) and Subsidiary (the “Company”), a development stage company as of August 31, 2013 and 2012 and the related consolidated statements of operations, deficit and cash flows for the years ended August 31, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through August 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to the above present fairly, in all material respects, the consolidated financial position of Clear TV Ventures, Inc. (formerly Eco Ventures Group, Inc.) as of August 31, 2013 and 2012, and the results of operations, deficit and cash flows for the years ended August 31, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through August 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the accompanying consolidated financial statements, the Company is a development stage company and has not commenced its planned principal operations, is incapable of generating sufficient cash flow to sustain its operations without securing additional financing, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ RBSM LLP
 
July 21, 2014
 
 
F-2

 
 
CLEAR TV VENTURES, INC.
           
(formerly Eco Ventures Group, Inc. )
           
(A Development Stage Company)
           
Consolidated Balance Sheets
           
             
   
August 31,
 
   
2013
   
2012
 
             
ASSETS
           
Current assets:
           
Cash
  $ -     $ 67  
Deposits
    -       10,000  
Total current assets
    -       10,067  
                 
Property, plant and equipment
    -       766,367  
                 
Total assets
  $ -     $ 776,434  
                 
LIABILITIES AND DEFICIT
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 214,429     $ 836,548  
Accrued interest, related party
    30,519       19,952  
Notes payable, related parties,
    138,027       138,026  
Advances, related parties
    290,506       315,240  
                 
Total current liabilities
    673,481       1,309,766  
                 
Commitments and contingencies
               
                 
Deficit:
               
Eco Ventures Group, Inc. Stockholders Equity
               
Preferred stock, $0.001 par value; 6,666,667 and 100,000,000 shares authorized, respectively
               
Series A cumulative convertible preferred stock, $0.001 par value;
               
266,667 and 4,000,000 shares designated, respectively, 5,000 shares
               
 issued and outstanding as of August 31, 2013 and 2012
    5       5  
Series B cumulative convertible preferred stock, $0.001 par value;
               
408,054 and 6,120,800 shares designated, repectively. 1,333 shares
               
issued and outstanding as of August 31, 2013 and 2012
    1       1  
Common stock, $0.001 par value; 50,000,000 and 750,000,000 shares authorized,
               
repectvely. 2,636,170 issued and 563,170 shares outstanding as of August 31, 2013
               
and 2,373,789 shares issued and 300,789 share outstanding of August 31, 2012
    563       301  
Preferred stock subscription
    100,000       100,000  
Common stock subscription
    -       50,000  
Additional paid in capital
    4,881,457       3,349,598  
Deficit accumulated during development stage
    (4,277,950 )     (3,117,186 )
Total Eco Ventures Group, Inc. Stockholders'  Equity
    704,076       382,719  
                 
Non controlling interest
    (1,377,557 )     (916,052 )
                 
Total deficit
    (673,481 )     (533,333 )
                 
Total liabilities and deficit
  $ -     $ 776,434  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-3

 
 
CLEAR TV VENTURES, INC.
                 
(formerly Eco Ventures Group, Inc. )
                 
( a development stage company)
                 
Consolidated Statements of Operations
                 
                   
               
For the Period
 
               
From the
Date of
 
         
Inception
 
           (November 9,  
   
For the Year
Ended
   
2010)
Through
 
   
August 31,
   
August 31,
 
   
2013
   
2012
   
2013
 
                   
Operating expenses:
                 
Operation expenses
  $ 221,516     $ 267,058     $ 544,597  
Selling, general and administrative
    692,386       2,311,620       3,834,600  
Impairment loss
    766,367       -       766,367  
Total operating expenses
    1,680,269       2,578,678       5,145,564  
                         
Loss from operations
    (1,680,269 )     (2,578,678 )     (5,145,564 )
                         
Other income (expense)
                       
Gain on forgiveness of debt
    166,142       -       427,935  
Loss on settlement of debt
    -       (656,000 )     (656,000 )
Interest expense
    (108,142 )     (26,123 )     (139,502 )
                         
Total other income (expense)
    58,000       (682,123 )     (367,567 )
                         
Net loss
    (1,622,269 )     (3,260,801 )     (5,513,131 )
                         
Less: Net loss attributable to non controlling interest
    461,505       940,725       1,565,882  
                         
Net loss attributable to Eco Ventures Group, Inc.
  $ (1,160,764 )   $ (2,320,076 )   $ (3,947,249 )
                         
Net loss per common share, basic and diluted
  $ (2.39 )   $ (15.21 )        
                         
Weighted average number of common shares, basic and diluted
    486,234       152,529          
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

 
 
CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc. )
(A Development Stage Company)
Consolidated Statement of Equity (Deficit)
FOR THE PERIOD FROM NOVEMBER 9, 2010 (DATE OF INCEPTION) THROUGH AUGUST 31, 2013
 
 
   
Preferred shares
               
Series A
   
Common shares
 
 
Preferred shares
 
   
Series A
   
Series B
   
Common shares
   
subscribed
   
subscribed
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
 
                                                             
Balance at date of inception (November 9, 2010) as adjusted for recapitalization and reverse stock split
    -     $ -       -     $ -       15     $ -       -     $ -       -     $ -  
Effect of Reverse Merger:
                                                                               
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization
    -       -       -       -       115,978       116       -       -       -       -  
Common stock issued in May 2011 for services rendered at fair value of $12 per share
    -       -       -       -       8,333       8       -       -       -       -  
Common stock issued  in May 2011 for officers' compensation at fair value of $12 per shares
    -       -       -       -       6,333       6       -       -       -       -  
Sale of Series A preferred stock in June 2011 at $30 per share
    3,333       3       -       -       -       -       -       -       -       -  
Sale of Series A preferred stock in July 2011 at $30 per share
    1,667       2       -       -       -       -       -       -       -       -  
Preferred stock subscription
    -       -       -       -       -       -       2,666       100,000       -       -  
Capital contributed to majority owned subsidiary
    -       -       -       -       -       -       -       -       -       -  
Stock based compensation
    -       -       -       -       -       -       -       -       -       -  
Net loss
    -       -       -       -       -       -       -       -       -       -  
Balance, September 1, 2011
    5,000       5       -       -       130,659       130       2,666       100,000       -       -  
                                                                                 
Sale of Series B preferred stock in October 2011 at $37.50 per share
    -       -       1,333       1       -       -       -       -       -       -  
Common stock issued in November 2011 for officer compensation at $54 per share
    -       -       -       -       83       1       -       -       -       -  
Common stock issued in January 2012 in settlement of notes payable at $24 per share
    -       -       -       -       1,333       1       -       -       -       -  
Common stock issued in February 2012 in settlement of notes payable at $24 per share
    -       -       -       -       4,197       4       -       -       -       -  
Common stock issued in March 2012 in settlement of notes payable at $24 per share
    -       -       -       -       6,683       7       -       -       -       -  
Common stock issued in April 2012 for officers compensation at $12 per share
    -       -       -       -       750       1       -       -       -       -  
Common stock subscription received in August 2012 at $7.50 per share
    -       -       -       -       -       -       -       -       6,667       50,000  
Common stock issued in August 2012 for services rendered at $12 per share
    -       -       -       -       3,333       3       -       -       -       -  
Common stock issued in August 2012 in settlement of notes payable at $6.75 per share
    -       -       -       -       106,667       107       -       -       -       -  
Common stock issued in August 2012 for professional services at $15 per share
    -       -       -       -       417       0       -       -       -       -  
Common stock issued in August 2012 for professional services at $10.50 per share
    -       -       -       -       46,667       47       -       -       -       -  
Stock based compensation
    -       -       -       -       -       -       -       -       -       -  
Net loss
    -       -       -       -       -       -       -       -       -       -  
Balance, August 31, 2012
    5,000       5       1,333       1       300,789       301       2,666       100,000       6,667       50,000  
                                                                                 
Common stock issued in October 2012 for services rendered valued at to officer for cash at $4.50 per share
                                    106,667       106                                  
Common stock issued in November 2012 for cash at $5.25 per share
    -       -       -       -       2,857       3       -       -       -       -  
Common stock issued in November 2012 for cash at $5.25 per share
    -       -       -       -       2,857       3       -       -       -       -  
Common stock issued in November 2012 for services at $3.45 per share
    -       -       -       -       16,667       17       -       -       -       -  
Common stock issued in December 2012 as additional consideration on note payable valued at $2.70 per share
    -       -       -       -       26,666       26       -       -       -       -  
Common stock issued in March 2013 in settlement of  note payable valued at $0.60 per share
    -       -       -       -       100,000       100       -       -       -       -  
Common stock issued in November 2012 at $7.50 per share from common stock subscription
    -       -       -       -       6,667       7       -       -       (6,667 )     (50,000 )
Stock based compensation
    -       -       -       -       -       -       -       -       -       -  
Compensation forgiven by officers /related parties and accounted for as contributed services
                                                                               
Cancellation of rent due related party
    -       -       -       -       -       -       -       -       -       -  
Cancellation of debt due related party
    -       -       -       -       -       -       -       -       -       -  
Net loss
    -       -       -       -       -       -       -       -       -       -  
Balance, August 31, 2013
    5,000     $ 5       1,333     $ 1       563,170     $ 563       2,666     $ 100,000       -     $ -  
 
 
(Continued on next page)
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-5

 
 
 
CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc. )
(A Development Stage Company)
Consolidated Statement of Equity (Deficit)
FOR THE PERIOD FROM NOVEMBER 9, 2010 (DATE OF INCEPTION) THROUGH AUGUST 31, 2013
 
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Additional Paid in Capital
   
Deficit Accumulated
   
Total
   
Non-Controlling Interest
   
Equity (Deficit)
 
   
During the
 
   
Development Stage
 
                               
Balance at date of inception (November 9, 2010) as adjusted for recapitalization and reverse stock split
  $ 250     $ -     $ 250     $ -     $ 250  
Effect of Reverse Merger:
                                       
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization
    69,470       (330,700 )     (261,114 )     -       (261,114 )
Common stock issued in May 2011 for services rendered at fair value of $12 per share
    99,992       -       100,000       -       100,000  
Common stock issued  in May 2011 for officers' compensation at fair value of $12 per shares
    75,994       -       76,000       -       76,000  
Sale of Series A preferred stock in June 2011 at $30 per share
    99,997       -       100,000       -       100,000  
Sale of Series A preferred stock in July 2011 at $30 per share
    49,998       -       50,000       -       50,000  
Preferred stock subscription
    -       -       100,000       -       100,000  
Capital contributed to majority owned subsidiary
    439,425       -       439,425       188,325       627,750  
Stock based compensation
    169,417       -       169,417       -       169,417  
Net loss
    -       (466,409 )     (466,409 )     (163,652 )     (630,061 )
Balance, September 1, 2011
    1,004,543       (797,109 )     307,569       24,673       332,242  
                                         
Sale of Series B preferred stock in October 2011 at $37.50 per share
    49,999       -       50,000       -       50,000  
Common stock issued in November 2011 for officer compensation at $54 per share
    4,499       -       4,500       -       4,500  
Common stock issued in January 2012 in settlement of notes payable at $24 per share
    31,999       -       32,000       -       32,000  
Common stock issued in February 2012 in settlement of notes payable at $24 per share
    100,733       -       100,737       -       100,737  
Common stock issued in March 2012 in settlement of notes payable at $24 per share
    160,380       -       160,387       -       160,387  
Common stock issued in April 2012 for officers compensation at $12 per share
    8,999       -       9,000       -       9,000  
Common stock subscription received in August 2012 at $7.50 per share
    -       -       50,000       -       50,000  
Common stock issued in August 2012 for services rendered at $12 per share
    39,997       -       40,000       -       40,000  
Common stock issued in August 2012 in settlement of notes payable at $6.75 per share
    719,893       -       720,000       -       720,000  
Common stock issued in August 2012 for professional services at $15 per share
    6,250       -       6,250       -       6,250  
Common stock issued in August 2012 for professional services at $10.50 per share
    489,953       -       490,000       -       490,000  
Stock based compensation
    732,353       -       732,353       -       732,353  
Net loss
    -       (2,320,077 )     (2,320,077 )     (940,725 )     (3,260,802 )
Balance, August 31, 2012
    3,349,598       (3,117,186 )     382,719       (916,052 )     (533,333 )