UNITED STATES

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

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

 

For the quarterly period ended June 30, 2013

 

 

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

 

For the transition period from                      to                     

 

Commission file number: 333-91436

 

 

ECOLOGY COATINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		26-0014658
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

8605 Santa Monica Blvd. Suite 41336, Los Angeles, CA  90069-4109

 

(Address of principal executive offices) (Zip Code)

 

(310) 598-7872

 

(Registrant’s telephone number)

 

 

 

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 x

 

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes o No x

 

1

 

 

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

 

 

Large Accelerated Filer o	Accelerated Filer  o
Non-accelerated filer  o	Smaller Reporting Company   x

 

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

 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 31, 2014, the number of shares of common stock of the registrant outstanding was 54,593,032 and the number of shares of convertible preferred stock outstanding was 271.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

ECOLOGY COATINGS, INC.

FORM 10-Q INDEX

FOR THE QUARTER ENDED JUNE 30, 2013

 

	PART I – FINANCIAL INFORMATION	Page
Item I	FINANCIAL STATEMENTS (UNAUDITED)
	Unaudited Consolidated Balance Sheets at June 30, 2013 and September 30, 2012	4
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2013 and 2012	5
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2013 and 2012	6-7
	Notes to Unaudited Consolidated Financial Statements	8
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4	CONTROLS AND PROCEDURES	12
	PART II – OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	12
ITEM 1A	RISK FACTORS	13
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4	MINE SAFETY DISCLOSURES	13
ITEM 5	OTHER INFORMATION	13
ITEM 6	EXHIBITS	13
SIGNATURES		14

 

3

 

 

 

 

 

 

 

 

 

ECOLOGY COATINGS, INC.
(DEBTOR IN POSSESSION)
CONSOLIDATED BALANCE SHEETS
					6/30/2013			9/30/2012
Assets
Current assets
Cash					$	618		$	13,386
Accounts receivable						1,238			0
Prepaid Expenses						0			34,950
Total Current Assets						1,856			48,336
Property, plant and equipment, net						37,249			46,783
Intangible assets, net						192,864			207,189
Total Assets					$	231,969		$	302,308
Liabilities and Equity(Deficit)
Total liabilities subject to compromise						2,112,143			1,946,086
Commitments and Contingencies (Note 5)
Ecology Coatings. Inc. ("ECOC") shareholders' equity
Preferred Stock 10,000,000 authorized at $.001 par value
shares issued and outstanding 271 and 1,938
at June 30, 2013 and September 30, 2012						1			1
Common Stock 90,000,000 authorized at $0.001 par value;
shares issued and outstanding 54,593,032 and 14,158,506
at June 30, 2013 and September 30, 2012						54,593			54,593
Additional paid-in capital						28,615,490			28,615,490
Retained earnings						(30,550,258)			(30,313,862)
Total equity(deficit)						(1,880,174)			(1,643,778)
Total liabilities and equity(deficit)					$	231,969		$	302,308
"The accompanying notes are an integral part of these consolidated financial statements."

 

4

 

 

 

 

 

 

 

ECOLOGY COATINGS, INC.
(DEBTOR IN POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS
			For the Three Months Ended						For the Nine Months Ended
			6/30/2013			6/30/2012			6/30/2013			6/30/2012
Revenues			$	0		$	0		$	7,787		$	5,714
Operating expenses				19,373			245,447			185,046			1,040,692
Net income(loss) from operations				(19,373)			(245,447)			(177,259)			(1,034,978)
Other income(expense)
Debt forgiveness				0			0			0			228,802
Other income				0			0			0			0
Interest expense				(16,537)			(13,499)			(49,093)			(72,750)
Total Other Income (Expense)				(16,537)			(13,499)			(49,093)			156,052
Income(loss) from continuing operations
before income taxes				(35,910)			(258,946)			(226,352)			(878,926)
Income taxes				0			0			0			0
Net income(loss)			$	(35,910)		$	(258,946)		$	(226,352)		$	(878,926)
Preferred dividend beneficial conversion features				0			(63,333)			0			(395,000)
Preferred dividends - stock dividends				(3,348)			(32,516)			(10,044)			(79,518)
Net income(loss) available to common shareholders			$	(39,258)		$	(354,795)		$	(236,396)		$	(1,353,444)
Basic and Diluted income per share
Basic and diluted income per share				(0.00)			(0.01)			(0.00)			(0.07)
Weighted average number of shares
outstanding  basic and diluted				54,593,032			28,927,903			54,593,032			20,450,211
"The accompanying notes are an integral part of these consolidated financial statements."

 

 

 

 

5

 

 

 

 

 

 

 

 

 

ECOLOGY COATINGS, INC.
(DEBTOR IN POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
						For the Nine Months Ended
						6/30/2013			6/30/2012
Cash flows from operating activities
Net income (loss) from continuing operations						$	(226,352)		$	(878,926)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation  and amortization							23,859			24,375
Stock option expense							0			196,121
Issuance of stock for payables, services							0			11,195
Forgiveness of debt							0			(228,802)
(Increase) decrease in accounts receivable							(1,238)			0
(Increase) decrease in prepaid expenses							34,950			(22,718)
Increase (decrease) in accounts payable							81,920			8,198
Increase (decrease) in judgments payable							0			354,330
Increase (decrease) in interest payable							49,093			(284,729)
Net cash used in operating activities							(37,768)			(820,956)
Cash flows from investing activities
Increase in patents and trademarks							0			(19,196)
Purchase fixed assets							0			(350)
Net cash provided(used) by investing activities							0			(19,546)
Cash flows from financing activities
Payments on notes payable							0			0
Proceeds from debt issuance							25,000			176,593
Proceeds from preferred stock							0			655,000
Net cash provided(used) by financing activities							25,000			831,593
Net increase(decrease) in cash							(12,768)			(8,909)
Cash, beginning of period							13,386			71,784
Cash, end of period						$	618		$	62,875
"The accompanying notes are an integral part of these consolidated financial statements."

 

6

 

 

 

 

 

 

 

 

 

 

 

 

ECOLOGY COATINGS, INC.
(DEBTOR IN POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
								For the Nine Months Ended
								6/30/2013			6/30/2012
Supplemental disclosure of cash
flow information
Interest paid								$	0		$	160
Income taxes paid								$	0		$	0
Supplemental disclosure of
non-cash activities
Debt converted into preferred shares								$	0		$	0
"The accompanying notes are an integral part of these consolidated financial statements."

 

 

 

 

 

7

 

 

 

ECOLOGY COATINGS, INC.

(DEBTOR IN POSSESSION)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  

JUNE 30, 2013 AND 2012

 

Note 1 — Summary of Significant Accounting Policies

 

Description of the Company.   We were originally incorporated on March 12, 1990 in California (“Ecology-CA”).  Our current entity was incorporated in Nevada on February 6, 2002 as OCIS Corp. (“OCIS”).  OCIS completed a merger with Ecology-CA on July 26, 2007 (the “Merger”). In the Merger, OCIS changed its name from OCIS Corporation to Ecology Coatings, Inc.  The Company filed for Chapter 7 bankruptcy protection on May 15, 2013 and subsequently emerged on September 19, 2014 with all liabilities settled and the corporate shell as its only asset. The September 19, 2014 date will be 'fresh start" date used to reset the financial statements in subsequent filings. Any business description below is of the operating results reported in this filing which no longer apply to our Company.

 

Reclassifications.   Reclassifications have been made to the prior year financial statements to conform with the current year presentation.

  

Principles of Consolidation.   The consolidated financial statements include all of our accounts and the accounts of our wholly owned subsidiary Ecology-CA.  All significant intercompany transactions have been eliminated in consolidation.

 

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

 

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

 

Revenue Recognition.   The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, (iii) collectability is reasonably assured and (iv) goods have been shipped and/or services rendered.

 

 

Loss Per Share. Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding during the period.  Potentially dilutive shares consist of the incremental common shares issuable upon the exercise of stock options and warrants and the conversion of convertible debt and convertible preferred stock. Potentially dilutive shares are excluded from the weighted average number of shares if their effect is anti-dilutive.  None of the stock options or warrants outstanding or stock associated with the convertible debt or with the convertible preferred shares during each of the periods presented was included in the computation of diluted loss per share as they were anti-dilutive.  

  

   Property and Equipment.   Property and equipment is stated at cost less accumulated depreciation.  Depreciation is recorded using the straight-line method over the following useful lives:

 

Computer equipment	3-10 years
Furniture and fixtures	3-7 years
Test equipment	5-7 years
Signs	7 years
Software	3 years
Marketing and Promotional Video	3 years

 

Repairs and maintenance costs are charged to operations as incurred. Betterments or renewals are capitalized as incurred.

 

Patents.   It is our policy to capitalize costs associated with securing a patent.  Costs consist of legal and filing fees.  Once a patent is issued, it will be amortized on a straight-line basis over its estimated useful life.  

 

        Long-Lived Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is

 

8

 

 

 

measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

Recent Accounting Pronouncements

 

We have reviewed all Accounting Standards Updates issued by the Financial Accounting Standards Board since we last issued financial statements and have determined none of them would have a material effect on the consolidated financial statements upon adoption.

 

 

 Note 2 — Concentrations

 

There were no concentrations of revenues or risk during the quarter ending June 30, 2013.

 

Note 3 — Related Party Transactions

 

There were no related party transactions during the quarter ending June 30, 2013.

 

 

Note 4 — Judgments

 

 None

  

 Note 5 — Commitments and Contingencies

 

None

 

Contingencies.

 

The Company has filed for bankruptcy protection under chapter seven of the United States Bankruptcy code. Under a liquidation all assets would be used to offset existing liabilities and any liabilities could be compromised.

 

Note 6 — Equity

 

There were no shares issued during this fiscal quarter.  

  

Note 7 — Stock Options

 

There were no stock options issued during this fiscal quarter.  

 

Note 8 – 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.  For the nine months ended June 30, 2013, we incurred net losses.  We had working capital deficits and negative cash flows. On May 15, 2013 with no other options, the Company filed under chapter 7 for bankruptcy protection. Chapter 7 allowed the Company's corporate shell to subsequently emerge as its only asset on September 19, 2014 with all liabilities settled. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

  

Note 9 — Subsequent Events

 

We evaluated subsequent events for potential recognition and/or disclosure subsequent to the date of the balance sheet and have nothing to report.

 

The Company filed for chapter 7 bankruptcy protection with the United States Bankruptcy court on May 15, 2013. On September 10, 2014 the company settled all debts in excess of assets and the corporate shell as the only unencumbered asset.

 

9

 

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import.  Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger  and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission, including, specifically, the “Risk Factors” enumerated herein.

 

Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report.  Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

“Ecology”, “we”, “us”, or “our” refer to Ecology Coatings, Inc. and its wholly-owned subsidiary, Ecology Coatings, Inc., a California corporation.

 

ITEM 1.   DESCRIPTION OF BUSINESS

 

The Company filed for Chapter 7 bankruptcy protection on May 15, 2013 and subsequently emerged on September 19, 2014 with all liabilities settled and the corporate shell as its only asset. The September 19, 2014 date will be 'fresh start" date used to reset the financial statements in subsequent filings. Any business description below is of the operating results reported in this filing which no longer apply to our Company.

 

 

Operating Results

 

Three Months Ended June 30, 2013 and 2012

 

Revenues.   We generated $0 and $0 in revenues from product sales for the three months ended June 30, 2013 and 2012.

 

Operating Expenses.   The decrease of approximately $226,000 in such expenses for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 is the result of the decreases in salaries from our reduced staff and decreased professional fees. Expenses in the 2013 quarter were pre bankruptcy.

 

Interest Expense.  The increase of approximately $2,000 for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. Interest expense in the 2013 quarter was pre bankruptcy.

 

Income Tax Provision .  No provision for income tax benefit from net operating losses has been made for the three months ended June 30, 2013 and 2012 as we have fully reserved the asset until realization is more likely than not.

 

Net Loss.    The decrease in the net loss of approximately $223,000 for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 is explained in the foregoing discussions of the various expense categories.

 

Basic and Diluted Loss per Share.  The change in basic and diluted net loss per share for the three months ended June 30, 2013 reflects the change in net loss position discussed above during the three months ended June 30, 2012.

 

Nine Months Ended June 30, 2013 and 2012

 

Revenues.   We generated $7,787 and $5,714 in revenues from product sales for the nine months ended June 30, 2013 and 2012, respectively. Revenues for the periods came from one customer. Revenue earned in 2013 was pre bankruptcy.

 

10

 

 

 

Operating Expenses.   The decrease of approximately $855,000 in such expenses for the nine months ended June 30, 2013 compared to the nine months ended June 30, 2012 is the result of the decreases in salaries from our reduced staff and decreased professional fees. Expenses in the 2013 period were pre bankruptcy.

 

 Income From Forgiveness of Payables and Debt.  There was no debt forgiveness reported in the six months ended June 30, 2013. For the prior period this income--$228,802-- for the nine months ended June 30, 2012 came from the conclusion of a settlement with one of our law firms with whom we have an ongoing working relationship as well as the settlement of a number of notes owed to related parties. The latter amounts were settled through the issuance of shares at a price of $.50 per share. Our stock was trading at $.06 per share at the time the shares were issued. This income for the nine months ended June 30, 2011 stems from settlements reached with certain debt holders and vendors during that time period as well as the write off of certain payables that will not be paid due to non-performance by the vendors. The amount - $872,861 - is the difference between what was owed prior to the settlement and the amounts of the settlements paid.

 

Interest Expense.  The decrease of approximately $23,000 for the nine months ended June 30, 2013 compared to the nine months ended June 30, 2012 results from a decrease in average outstanding debt in the current period. Interest expense in the 2013 quarter was pre bankruptcy.

 

Income Tax Provision .  No provision for income tax benefit from net operating losses has been made for the nine months ended June 30, 2013 and 2012 as we have fully reserved the asset until realization is more likely than not.

 

Net Loss.    The decrease in the net loss of approximately $653,000 for the nine months ended June 30, 2013 compared the nine months ended June 30, 2012 is explained in the foregoing discussions of the various expense categories as well as in the discussion of Income From Forgiveness of Payables and Debt.

 

Basic and Diluted Loss per Share.  The change in basic and diluted net loss per share for the nine months ended June 30, 2013 reflects the change in net loss position discussed above as well as by the increase in weighted average shares outstanding during the nine months ended June 30, 2013.

 

Liquidity and Capital Resources

 

Cash as of June 30, 2013 and September 30, 2011 totaled $618 and $13,386, respectively.  Subsequent to the period end of these statements and before the issuance of this report the company filed bankruptcy under chapter 7 of the United States Bankruptcy Code. Our liabilities exceeded our assets by approximately $1,900,000 and our corporate shell which trades on the OTC market was sold unencumbered. New management has arranged for the filing of our 10K and 10Q reports through small working capital loans until a new direction can be determined for the company.

  

Off-Balance Sheet Arrangements

 

See Note 5 – Commitments and Contingencies - to the Consolidated Financial Statements in this Form 10-Q.

   

Critical Accounting Policies and Estimates

 

Our financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. Preparation of the statements in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing liabilities and estimating expenses. The following is a discussion of what we feel are the most critical estimates that we must make when preparing our financial statements.   

 

Revenue Recognition.   The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, (iii) collectability is reasonably assured and (iv) goods have been shipped and/or services rendered.

 

Income from forgiveness of payables and debt.    Income from the forgiveness of payables and debt is recognized when all of the conditions associated with the forgiveness have been met.

 

Income Taxes and Deferred Income Taxes.    We use the asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes are provided for temporary differences in the bases of assets and liabilities as reported for financial statement purposes and income tax purposes and for the future use of net operating losses. We have recorded a valuation allowance against our net deferred income tax asset. The valuation allowance reduces deferred income tax assets to an amount that represents management’s best estimate of the amount of such deferred income tax assets that more likely than not will be realized.

 

11

 

 

 

Property and Equipment.    Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the following useful lives:

 

Computer equipment	3-10 years
Furniture and fixtures	3-7 years
Test equipment	5-7 years
Signs	7 years
Software	3 years
Marketing and promotional video	3 years

 

Repairs and maintenance costs are charged to operations as incurred. Betterments or renewals are capitalized as incurred.

 

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

 

Patents.   It is our policy to capitalize costs associated with securing a patent. Costs consist of legal and filing fees. Once a patent is issued, it is amortized on a straight-line basis over its estimated useful life. For purposes of the preparation of the audited, consolidated financial statements, we have recorded amortization expense associated with the patents based on an eight-year useful life.

 

Stock-Based Compensation.   We have a stock incentive plan that provides for the issuance of stock options, restricted stock and other awards to employees and service providers.  Employee and director stock-based compensation expense is measured utilizing the fair-value method with stock-based compensation expense being charged to earnings on the earlier of the date services are performed or a performance commitment exists. Our valuation method uses a Black-Scholes option pricing model. In so doing, we estimate certain key assumptions used in the model.

   

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable since we are a smaller reporting company under applicable SEC rules.   

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act:”) as of the end of the period covered by this report.

 

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Our Chief Executive Officer and Chief Financial Officer have reached this conclusion due to the lack of segregation of duties in financial reporting as a result of the small size of our financial staff.

 

Changes in Internal Control Over Financial Reporting

 

During the nine months ended June 30, 2013, was placed under the supervision of a trustee after it filed for bankruptcy protection. All transactions and activity must be court approved.

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

12

 

 

 

ITEM 1A. RISK FACTORS

 

Prospective and existing investors should carefully consider the following risk factors in evaluating our business.  The factors listed below represent the known material risks that we believe could cause our business results to differ from the statements contained herein.

 

The Company has filed for chapter 7 bankruptcy with the United States Bankruptcy Court

 

On May 15, 2013 the Company filed for chapter 7 bankruptcy protection. The Company emerged from bankruptcy protection on September 19, 2014 with its only asset the corporate shell trading on OTC market. There is no guarantee that the company can use its fresh start to successfully launch a new business plan and continue to raise enough capital to continue meeting its filing requirements.

 

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

 

We did not repurchase any of our securities during the nine months ended June 30, 2013.  Sales of unregistered securities have been previously reported on Form 8-Ks filed with the Commission.  

 

  

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

   

Item 6. Exhibits

 

 (1) Incorporated by reference from our Form 8-K filed with the SEC on April 3, 2013.

 

(2) Incorporated by reference from our Form 8-K filed with the SEC on May 16, 2013.

 

 

 

 

13

 

 

 

 

 

 

 

 

SIGNATURES

 

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

 

 

Date:	April 16, 2015		ECOLOGY COATINGS, INC.
			(Registrant)
			By: /s/ Shulamit Lazar
			Shulamit Lazar
			Its:  Chief Executive Officer
			(Authorized Officer)

 

 

 

 

 

 

 

 

 

 

 

14

 

  

 

Exhibit  31.1

 

CERTIFICATION

 

I, Shulamit Lazar, certify that:

 

 

1.	I have reviewed this Form 10-Q for the quarter ended June 30, 2013 of Ecology Coatings, Inc.;

 

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

April 16, 2015

 

/s/ Shulamit Lazar

Shulamit Lazar

Chief Executive Officer, Chief Financial Officer

 

 

 

 

 

 

 

EXHIBIT 32.1

 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Shulamit Lazar, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ecology Coatings, Inc. on Form 10-Q for the quarterly period ended June 30, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ecology Coatings, Inc.

 

By:		/s/ Shulamit Lazar
		Shulamit Lazar
		Chief Executive Officer, Chief Financial Officer (Authorized Officer) April 16, 2015