Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
[ ] 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 000-55305
ECI CANADA, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-2031535
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7001 Steeles Avenue West
Unit 18
Toronto, Ontario, M9W 0A2 Canada
(Address of principal executive offices) (zip code)
949-673-4510
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
August 5, 2015
Common Stock, par value $0.0001 3,500,000
Documents incorporated by reference: None
______________________________________________________________
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
______________________________________________________________________
ECI CANADA, INC.
CONDENSED BALANCE SHEETS
ASSETS
------ June 30, December 31,
2015 2014
----------- -----------
(unaudited) (audited)
Current assets
Total assets $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Total liabilities $ - $ -
============ ===========
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of June 30,
2015 and December 31, 2014 - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding as of June 30, 2015 and
December 31, 2014, respectively 2,000 2,000
Discount on Common Stock (2,000) (2,000)
Additional paid-in capital 712 712
Accumulated deficit (712) (712)
------------ -----------
Total stockholders' equity - -
------------ -----------
Total liabilities and stockholders'
equity $ - $ -
============ ==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ECI CANADA, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the three For the six
months ended months ended
June 30, 2015 June 30, 2015
------------- -------------
Revenue $ - $ -
Cost of revenue - -
------------- -------------
Gross profit - -
Operating expenses - -
------------- -------------
Operating loss - -
Loss before income taxes - -
============= =============
Income tax expense - -
Net loss $ - $ -
============= =============
Loss per share - basic and diluted $ - $ -
============= =============
Weighted average shares-
basic and diluted 20,000,000 20,000,000
============ ============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
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ECI CANADA, INC.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the six
months ending
June 30, 2015
-------------
OPERATING ACTIVITIES
Net loss $ -
-------------
Changes in Operating Assets and Liabilities
-------------
Net cash used in operating activities -
-------------
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
Supplemental cash flow information:
Interest paid -
-------------
Income tax paid -
-------------
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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ECI CANADA, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
ECI Canada, Inc. ("ECI Canada" or "the Company") was
incorporated on September 25, 2014 under the laws of the state of Delaware
to engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company's operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with the Company. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently applied in
preparing the accompanying unaudited condensed financial statements.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") were omitted
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the audited financial statements and footnotes
included in the Company's Annual Report on Form 10-K filed with the SEC on
March 31, 2015. The results for the three months ended June 30, 2015, are not
necessarily indicative of the results to be expected for the year ending
December 31, 2015.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the condensed financial statements, and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as
of June 30, 2015 and December 31, 2014.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of June 30,
2015.
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ECI CANADA, INC.
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Valuation allowances are established when it is more
likely than not that some or all of the deferred tax assets will not be
realized. As of June 30, 2015 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As of
June 30, 2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
condensed financial statements (unaudited) on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the condensed
financial statements (unaudited) on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority
to measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses during the period ended June 30, 2015.
The Company had working capital of $0 and an accumulated deficit of
$712 as of June 30, 2015. The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from a
business combination or other operations to meet its obligations and/or
obtaining additional financing from its shareholders or other sources,
as may be required.
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ECI CANADA, INC.
Notes to Condensed Financial Statements
The accompanying condensed financial statements (unaudited) have been prepared
assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so. The
condensed financial statements (unaudited) do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity. However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is
unable to acquire additional working capital, it will be required to
significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and
Improvements. The amendments in this Update cover a wide range of Topics
in the Codification. The amendments in this Update represent changes to make
minor corrections or minor improvements to the Codification that are not
expected to have a significant effect on current accounting practice or
create a significant administrative cost to most entities. This Accounting
Standards Update is the final version of Proposed Accounting Standards Update
2014-240-Technical Corrections and Improvements, which has been deleted.
Transition guidance varies based on the amendments in this Update. The
amendments in this Update that require transition guidance are effective
for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2015. Early adoption is permitted,
including adoption in an interim period. All other amendments will be
effective upon the issuance of this Update. Management is in the process
of assessing the impact of this ASU on the Company's financial statements.
On May 21, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-09 Financial Services Insurance
(Topic 944): Disclosures about Short-Duration Contracts. The objectives of
the amendments in this Update are to increase transparency of significant
estimates made in measuring the liability for unpaid claims and claim
adjustment expenses, improve comparability through consistently disclosed
information, and provide financial statements users with information to
facilitate analysis of the amount, timing, and uncertainty of cash flows
arising from contracts issued by insurance entities and the development of
loss reserve estimates. For public business entities, effective for annual
periods beginning after December 15, 2015, and interim periods within annual
periods beginning after December 15, 2016. For all other entities, effective
for annual periods beginning after December 15, 2016, and interim periods
within annual periods beginning after December 15, 2017. Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-08 Business Combinations (Topic
805): Pushdown Accounting: Amendments to SEC Paragraphs Pursuant to Staff
Accounting Bulletin No. 115. This Accounting Standards Update amends various
SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115.
The amendments are effective upon issuance (May 12, 2015). Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 1, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-07 Fair Value Measurement
(Topic 820): Disclosures for Investments in Certain Entities That Calculate
Net Asset Value per Share (or Its Equivalent). Topic 820, Fair Value
Measurement, permits a reporting entity, as a practical expedient, to measure
the fair value of certain investments using the net asset value per share of
the investment. Currently, investments valued using the practical expedient
are categorized within the fair value hierarchy on the basis of whether the
investment is redeemable with the investee at net asset value on the
measurement date, never redeemable with the investee at net asset value, or
redeemable with the investee at net asset value at a future date. To address
the diversity in practice related to how certain investments measured at net
asset value with future redemption dates are categorized, the amendments in
this Update remove the requirement to categorize investments for which fair
values are measured using the net asset value per share practical expedient.
It also limits disclosures to investments for which the entity has elected
to measure the fair value using the practical expedient. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update EITF-14B Fair Value Measurement Disclosures for Investments in
Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)
(Topic 820), which has been deleted. Effective for public business entities
for fiscal years beginning after December 15, 2015, and interim periods
within those fiscal years. For all other entities, the amendments in this
Update are effective for fiscal years beginning after December 15, 2016,
and interim periods within those fiscal years. A reporting entity should
apply the amendments retrospectively to all periods presented. The
retrospective approach requires that an investment for which fair value
is measured using the net asset value per share practical expedient be
removed from the fair value hierarchy in all periods presented in an
entity's financial statements. Earlier application is permitted.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
On April 30, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share
(Topic 260): Effects on Historical Earnings per Units of Master Limited
Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share,
master limited partnerships (MLPs) apply the two-class method to calculate
earnings per unit (EPU) because the general partner, limited partners,
and incentive distribution rights holders each participate differently
in the distribution of available cash. When a general partner transfers
(or "drops down") net assets to a master limited partnership and that
transaction is accounted for as a transaction between entities under
common control, the statements of operations of the master limited
partnership are adjusted retrospectively to reflect the dropdown
transaction as if it occurred on the earliest date during which the
entities were under common control. The amendments in this Update specify
that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the
date of a dropdown transaction should be allocated entirely to the
general partner interest, and previously reported EPU of the limited
partners would not change as a result of a dropdown transaction.
Qualitative disclosures about how the rights to the earnings (losses)
differ before and after the dropdown transaction occurs also are
required. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects
on Historical Earnings per Unit of Master Limited Partnership Dropdown
Transactions (Topic 260), which has been deleted. Effective for fiscal
years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted. The amendments in
this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-05 Intangibles
Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's
Accounting for Fees Paid in a Cloud Computing Arrangement. The objective
of the amendments in this Update is to address the concerns of
stakeholders that the lack of guidance about a customer's accounting
for fees in a cloud computing arrangement leads to unnecessary cost
and complexity when evaluating the accounting for those fees, as
well as some diversity in practice. The amendments in this Update
will help entities evaluate the accounting for fees paid by a customer
in a cloud computing arrangement by providing guidance as to whether an
arrangement includes the sale or license of software. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update 2014-230 Intangibles Goodwill and Other Internal-Use Software
(Subtopic 350-40), which has been deleted. Effective for annual periods,
including interim periods within those annual periods, beginning after
December 15, 2015. For all other entities, the amendments will be
effective for annual periods beginning after December 15, 2015, and
interim periods in annual periods beginning after December 15, 2016.
Early adoption is permitted for all entities. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-04 Compensation
Retirement Benefits (Topic 715): Practical Expedient for the Measurement
Date of an Employer's Defined Benefit Obligation and Plan Assets. The
amendments in this Update would provide a practical expedient for employers
with fiscal year-ends that do not fall on a month-end by permitting those
employers to measure defined benefit plan assets and obligations as of
the month-end that is closest to the entity's fiscal year-end. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2014-260 Compensation Retirement Benefits (Topic 715),
which has been deleted. Effective for public business entities for
financial statements issued for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. For all
other entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2016,
and interim periods within fiscal years beginning after December 15,
2017. Earlier application is permitted. Management is in the process
of assessing the impact of this ASU on the Company's financial
statements.
On April 7, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-03 Interest Imputation of
Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance
Costs. To simplify presentation of debt issuance costs, the amendments in
this Update would require that debt issuance costs be presented in the balance
sheet as a direct deduction from the carrying amount of debt liability,
consistent with debt discounts or premiums. The recognition and measurement
guidance for debt issuance costs would not be affected by the amendments
in this Update. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update 2014-250 Interest Imputation of
Interest (Subtopic 835-30), which has been deleted. For public business
entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2015,
and interim periods within those fiscal years. For all other entities,
the amendments in this Update are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim
periods within fiscal years beginning after December 15, 2016. Early
adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On February 18, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-02 Consolidation
(Topic 810): Amendments to the Consolidation Analysis. The amendments in
this Update affect reporting entities that are required to evaluate whether
they should consolidate certain legal entities. All legal entities are
subject to reevaluation under the revised consolidation model. Specifically,
the amendments: (1) Modify the evaluation of whether limited partnerships
and similar legal entities are variable interest entities (VIEs) or voting
interest entities; (2) Eliminate the presumption that a general partner
should consolidate a limited partnership; (3) Affect the consolidation
analysis of reporting entities that are involved with VIEs, particularly
those that have fee arrangements and related party relationships; and (4)
Provide a scope exception from consolidation guidance for reporting entities
with interests in legal entities that are required to comply with or operate
in accordance with requirements that are similar to those in Rule 2a-7 of
the Investment Company Act of 1940 for registered money market funds. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2011- 220 Consolidation (Topic 810), which has been
deleted. Effective for public business entities for fiscal years, and for
interim periods within those fiscal years, beginning after December 15,
2015. For all other entities, the amendments in this Update are effective
for fiscal years beginning after December 15, 2016, and for interim
periods within fiscal years beginning after December 15, 2017. Early
adoption is permitted, including adoption in an interim period. If an
entity early adopts the amendments in an interim period, any adjustments
should be reflected as of the beginning of the fiscal year that includes
that interim period. A reporting entity may apply the amendments in this
Update using a modified retrospective approach by recording a cumulative-
effect adjustment to equity as of the beginning of the fiscal year of
adoption. A reporting entity also may apply the amendments
retrospectively. Management is in the process of assessing the impact
of this ASU on the Company's financial statements.
In January 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-01 Income
Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying
Income Statement Presentation by Eliminating the Concept of Extraordinary
Items. The objective of this Update is to simplify the income statement
presentation requirements in Subtopic 225-20 by eliminating the concept
of extraordinary items. Extraordinary items are events and transactions
that are distinguished by their unusual nature and by the infrequency of
their occurrence. Eliminating the extraordinary classification simplifies
income statement presentation by altogether removing the concept of
extraordinary items from consideration. This Accounting Standards Update
is the final version of Proposed Accounting Standards Update 2014-220
Income Statement Extraordinary Items (Subtopic 225-20), which has been
deleted. Effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2015. A reporting entity
may apply the amendments prospectively. A reporting entity also may apply
the amendments retrospectively to all prior periods presented in the
financial statements. Early adoption is permitted provided that the guidance
is applied from the beginning of the fiscal year of adoption. The effective
date is the same for both public business entities and all other entities.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
NOTE 4 STOCKHOLDERS' EQUITY
On September 25, 2014 the Company issued 20,000,000 founders common stock
to two directors and officers of which 19,500,000 were redeemed on July 17,
2015.
On July 18, 2015, the Company issued 3,000,000 shares to three
shareholders.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of June 30, 2015,
20,000,000 shares of common stock and no preferred stock were
issued and outstanding.
NOTE 5 SUBSEQUENT EVENT
With the following events, the Company effected a change in
control:
On July 17, 2015, the Company redeemed an aggregate of 19,500,000 of
the then 20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950.
On July 17, 2015, James Cassidy resigned as the Company's president,
secretary and director and James McKillop resigned as the Registrant's vice
president and director and Amar Bhatia, Hari Singh Rao and Mohamed Lalani
were elected the directors of the Company and Hari Singh Rao was appointed
to serve as its President, Chief Executive Officer and Secretary and Mohamed
Lalani was elected to serve as Chief Operation and Chief Financial Officer.
On July 18, the Company issued shares of its common stock pursuant
to Section 4(2) of the Securities Act of 1933 at par representing 85.7%
the total outstanding 3,500,000 shares of common stock as follows:
500,000 Hari Singh Rao
500,000 Mohamed Lalani
2,000,000 Amar Bhatia
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ECI Canada, Inc. was incorporated on September 25, 2014 as Fox Valley
Acquisition Corporation under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. ECI Canada, Inc. ("ECI Canada" or the
"Company") is a blank check company and qualifies as an "emerging growth
company" as defined in the Jumpstart Our Business Startups Act which became
law in April, 2012.
Subsequent Event
Subsequent to the period covered by this Report, the Company effected
a change in control with the following events:
On July 17, 2015, the Company redeemed an aggregate of 19,500,000 of the
then 20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.
On July 17, 2015, James Cassidy resigned as the Company's president,
secretary and director and James McKillop resigned as the Registrant's vice
president and director and Amar Bhatia, Hari Singh Rao and Mohamed Lalani
were elected the directors of the Company and Hari Singh Rao wasappointed to
serve as its President, Chief Executive Officer and Secretary and Mohamed
Lalani was elected to serve as Chief Operation and Chief Financial Officer.
On July 18, the Company issued shares of its common stock pursuant
to Section 4(2) of the Securities Act of 1933 at par representing 85.7%
the total outstanding 3,500,000 shares of common stock as follows:
500,000 Hari Singh Rao
500,000 Mohamed Lalani
2,000,000 Amar Bhatia
With the issuance of the stock on July 18, 2015, and the prior redemption
of 19,500,000 shares of stock on July 17, 2015, the Company effected a change
in its control and the new majority shareholder(s) elected new management of
the Company. The Company may develop its business plan by future acquisitions
or mergers but no agreements have been reached regarding any acquisition or
other business combination.
The Company intends to effect a business combination with ECI Canada,
Inc., a provincially chartered company based in Toronto, Ontario which is in
the business of providing bilge water, industrial wastewater and oily water
treatment technology and services. The Company believes that the technology
for the treatment of bilge, sludge and oily wastewater to be deployed by the
private company, in the management's view, is one of the best in the world.
It leaves no disposable waste. The processed water meets the strictest
standards better than imposed by MARPOL and is considered drinkable. The
technology has been tested since 1994 for both marine and land based systems.
The power consumption is negligible compared to the industry norm. The
company anticipates that the oil separated from the oily water will be sold
adding to the company's revenue stream. No agreements have been executed and
if and when such a business combination is effected, the Company will
file a Form 8-K.
If the Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company remains a
shell company.
Prior to the change in control, the Company's operations were limited
to issuing shares of common stock to its original shareholders and filing a
registration statement on Form 10 with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 as amended
to register its class of common stock.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with the target
company.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
As of June 30, 2015 the Company had not generated revenues and had
no income or cash flows from operations since inception. For the six
months ended June 30, 2015 the Company had sustained net loss of $0,
and had an accumulated deficit of $712.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with the
Company.
Prior to the change in control, management paid all the expenses
of the Company with no expectation of repayment at any time.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's then principal executive officer (who
was also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
From inception (September 25, 2014), the Company has issued
the following common shares pursuant to Section 4(2) of the Securities Act
of 1933 at par:
On September 25, 2014, the Company issued 20,000,000 shares of its
common stock to two shareholders of which 19,500,000 shares were
redeemed on July 17, 2015.
On July 18, 2015, the Company issued the following shares:
500,000 Hari Singh Rao
500,000 Mohamed Lalani
2,000,000 Amar Bhatia
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
ECI CANADA, INC.
By: /s/ Hari Singh Rao
President
/s/ Mohamed Lalani
Chief Financial Officer
Dated: August 6, 2015
