UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

-----------------

(Mark One)

 

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

 

For the quarterly period ended March 31, 2017 

or

 

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

 

Commission File Number: 000-52047

 

Eco Tek 360, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada (State or other jurisdiction of incorporation or organization)	11-3746201 (I.R.S. Employer Identification No.)
50 Division Street, Suite 501 Somerville, New Jersey (Address of principal executive offices)	08876 (Zip Code)
(973)291-8900 (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☐No 

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

☒Yes☐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 ☐ (Do not check if a smaller reporting company)	Smaller reporting company  ☒

 

 

SEC 1296 (01-12) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐Yes ☒ No 

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐Yes ☐No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of March 31, 2017, there were 19,238,877 shares of the Issuer’s common stock issued and outstanding.

 

PART I -- FINANCIAL INFORMATION	5
Item 1.   Financial Statements.	5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.	7
Item 4.   Controls and Procedures.	7
PART II -- OTHER INFORMATION	8
Item 1.   Legal Proceedings.	8
Item 1A.   Risk Factors.	8
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3.   Defaults Upon Senior Securities.	9
Item 4.   Mine Safety Disclosures.	9
Item 5.   Other Information.	9
Item 6.   Exhibits.	9
SIGNATURES	10

 

 

 

ECO TEK 360, INC. and Subsidiaries

(f/k/a Global Fashion Technologies, Inc. and Subsidiaries)

(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Consolidated Balance Sheets

 

		March 31, 2017				December 31, 2016*
			(unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	1,230			$	36,208
Prepaid interest and deposits			31,847				21,622
Loan and interest receivable			20,041				—
Total Current Assets			53,118				57,830
Property and equipment, net			1,778				1,873
TOTAL ASSETS			54,896				59,703
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	450,371			$	338,520
Accrued compensation			476,250				413,250
Secured note and accrued interest payable			—				122,333
Unsecured notes and accrued interest payable			163,608				27,206
Convertible notes and accrued interest - related party			56,500				55,500
Advances from related parties			—				39,048
Related party loans and accrued interest			453,851				289,741
Current liabilities from discontinued operations			84,281				84,281
Total Current Liabilities			1,684,861				1,369,879
Commitments and Contingencies			—				—
Stockholders’ Deficit
Preferred stock $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding			200				200
Common stock  $0.001 par value, 400,000,000 shares authorized, 19,238,877 and 19,209,161 shares issued
and outstanding, 871,166 and  871,166 issuable as of March 31, 2017 and December 31, 2016, respectively			20,110				20,080
Additional paid-in capital			28,906,903				28,410,437
Stock subscription receivable			(10,000	)			(10,000	)
Accumulated deficit			(30,547,178	)			(29,730,893	)
Total Eco Tek 360, Inc.  stockholders' deficit			(1,629,965	)			(1,310,176	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	54,896			$	59,703

*Derived from audited financial statements

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

ECO TEK 360, INC. and Subsidiaries

(f/k/a Global Fashion Technologies, Inc. and Subsidiaries)

(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Consolidated Statements of Operations

 

		Three Months Ended
		March 31,
		2017				2016
		(unaudited)				(unaudited)
REVENUE		$	—			$	—
OPERATING EXPENSES
General and administrative			303,193				80,211
Consulting fees share expense			8,915				314,172
Stock based compensation			487,581				50,000
Total Operating Expenses			799,689				444,383
LOSS FROM OPERATIONS			(799,689	)			(444,383	)
OTHER EXPENSE
Interest expense and financing costs			12,158				3,500
Interest expense - related parties			4,438				—
Total other expense			16,596				3,500
Loss from continuing operations			(816,285	)			(447,883	)
Discontinued operations			—				—
Net loss before income taxes			(816,285	)			(447,883	)
Provision for income taxes			—				—
NET LOSS		$	(816,285	)		$	(447,883	)
Net loss per share from continuing operations		$	(0.04	)		$	(0.03	)
Net loss per share from discontinued operations		$	—			$	—
Net loss per share		$	(0.04	)		$	(0.03	)
Weighted average common shares outstanding			19,224,349				17,635,056

 

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

ECO TEK 360, INC. and Subsidiaries

(f/k/a Global Fashion Technologies, Inc. and Subsidiaries)

(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Consolidated Statements of Cash Flows

 

		Three Months Ended
		March 31,
		2017				2016
		(unaudited)				(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(816,285	)		$	(447,883	)
Loss from continuing operations			(816,285	)			(447,883	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation			95				—
Amortization of debt discount			8,108				—
Stock based compensation expense			487,581				50,000
Stock issued for services			8,915				314,172
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			174,851				64,500
Accrued interest			8,529				—
Prepaid interest and deposits			(18,333	)			—
Loans and interest receivable			(20,041	)			—
Net cash used in operating activities			(166,580	)			(19,211	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment			—				—
Net cash used in investing activities			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Related party loans			160,650				—
Proceeds from unsecured notes			10,000				—
Repayment of related party advance			(39,048	)			(11,058	)
Net cash provided by financing activities			131,602				(11,058	)
DISCONTINUED ACTIVITIES:
Net cash used in operating activities			—				—
Net cash used in investing activities			—				—
Net cash used in financing activities			—				—
Net cash flows used in discontinued activities			—				—
Net decrease in cash and cash equivalents			(34,978	)			(30,269	)
Cash and cash equivalents - beginning of period			36,208				32,989
Cash and cash equivalents - end of period		$	1,230			$	2,720
Supplemental Cash Flow Disclosures
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—

 

  

The accompanying notes are an integral part of these condensed consolidated financial statements. 

 

 

ECO TEK 360, INC.

(f/k/a Global Fashion Technologies, Inc. and Subsidiaries)

(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

 

NOTE 1 – DESCRIPTION OF BUSINESS

Eco Tek 360, Inc. ("the Company") was incorporated in Nevada on March 25, 2005. As of March 31, 2017 and December 31, 2016 and 2015, the Company had 400,000,000 shares of authorized common stock.

Eco Tek 360, Inc., during the fourth quarter, 2013, the Company changed its business plan to engage in future manufacturing and global distribution of ladies apparel. Trident Merchant Group, Inc. is a wholly owned subsidiary which provided "value added" strategic advisory services. Trident has since ceased operations in order to concentrate on the opportunities related to rejuvenating fibers and repurposing them into finished products.

During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%. Effective December 31, 2014 the Company's Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC.

The Company created a new limited liability company, Pure361, LLC ("Pure361") in May 2015 for the purpose of operating the portion of the Company's business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries. The Company owns 51% of Pure361. Pure361 entered into a license agreement with Pure System International Ltd. ("Pure"), the minority owner of Pure 361, related to potential future operations in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste.

The Company created a new wholly owned subsidiary, Progressive Fashions Inc. ("PFI") in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection. PFI has had no operations to date.

Basis of Presentation: Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.

 

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto included in the Company's Report on Form 10-K filed on March 31, 2017 for the years ended December 31, 2016 and 2015.

 

Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $30,547,178 and $29,730,893 as of March 31, 2017 and December 31, 2016, respectively, which include losses of $816,285 and $447,883 for the three months ended March 31, 2017 and 2016, respectively.  Consequently, the aforementioned items raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

 

 

 

The Company's ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.  All significant intercompany accounts and transactions have been eliminated. 

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

    

Equipment

 

Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets which is seven years.

 

Prepaid interest and deposits

 

Prepaid interest and deposits consist of debt discounts, and amounts paid for deposits on property, plant and equipment. Prepaid interest is amortized over the life of the related liability.

 

Revenue Recognition

 

Revenue for the women's fashion division will be recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel will be tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.

 

The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.

 

 

 

Sales Return Reserve

 

The Company records a reserve for estimated product returns where the sale has occurred during the period reported, but the return is likely to occur subsequent to the period reported and may otherwise be considered in-transit. The reserve for estimated in-transit product returns is based on the Company's most recent historical return trends. If the actual return rate or experience is materially higher than the Company's estimate, additional sales returns would be recorded in the future.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 "Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management's view it is more likely than not that such deferred tax asset will be unable to be utilized.

 

The Company adopted certain provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.

 

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2016 and 2015, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2005 through 2016.

 

Impairment or Disposal of Long-Lived Assets

 

ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"), clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.  Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.  When necessary, impaired assets are written down to their estimated fair value based on the best information available. No impairment was necessary as of March 31, 2017 or December 31, 2016.

 

Stock-based Compensation

 

We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.

 

 

 

Use of Accounting 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of common stock and options issued as stock based compensation.

 

Fair Value

 

FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

 

Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2—Significant other observable inputs that can be corroborated by observable market data; and

Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.

 

The carrying amounts of cash, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.

 

Concentration of Credit Risk

 

The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market.  The Company maintains cash balances at financial institutions that are insured by the FDIC.  At March 31, 2017, and December 31, 2016, the Company had no amounts in excess of the FDIC limit.

  

NOTE 3 – CAPITAL STOCK

 

Preferred Stock

 

The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred").  The number of authorized shares totals 1,000,000 and the par value is $.001 per share.  The Class B Preferred shareholders vote together with the common stock as a single class.  The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.  The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share.  The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company.  The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum, and are accrued daily.  The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control.  In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

During the fourth quarter, 2011, 200,000 shares of the Series B Preferred Stock were issued to a related party for reimbursement of $7,500 of legal and accounting fees paid on behalf of the Company.

 

 

Common Stock

 

As of March 31, 2017 and December 31, 2016, the Company had 19,238,877 and 19,209,161 shares of its $0.001 par value common stock issued and outstanding, respectively.   In addition, as of March 31, 2017, and December 31, 2016, the Company had 871,666 and 871,666 shares of common stock issuable, respectively.

   

In February 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 to a board director for payment of services.

 

In March 2016, the Company issued 250,000 shares of its common stock at a value of $1.00 per share for $250,000 in payment for consulting services.  In addition, the Company granted a warrant to the consultant to purchase 250,000 shares of common stock at $0.50 per share for a period of two years.  The fair value of these warrants at the time they were granted was approximately $170,000 and was calculated using the Black-Scholes-Merton model.  The expense related to this stock option for the year ended December 31, 2016 was $77,946.

 

The following assumptions were used for the warrants granted in March 2016 are as follows:

 

Expected term at issuance		2 years
Expected average volatility			70.71% to 141.42	%
Expected dividend yield			-
Risk-free interest rate		.70%– 1.64%

 

The following table summarizes information relating to outstanding and exercisable stock warrants as of March 31, 2017:

 

Warrants Outstanding											Warrants Exercisable
Number of Shares				Weighted Average Remaining Contractual life (in years)			Weighted Average Exercise Price				Number of Shares				Weighted Average Exercise Price
	275,000			.803			$	0.59				275,000			$	0.59

 

In March 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 as payment for consulting services.

 

In the three month period ended March 31, 2016, the Company issued 200,000 shares of its common stock at a value of $1.00 per share, in conjunction with the extension of the maturity date of the $100,000 secured note.  $150,000 was amortized as of September 2016, and $50,000 is being amortized for the period ended August 31, 2017. The unamortized portion as of March 31, 2017 and December 31, 2016 was $13,514 and $21,622, respectively.

 

In March 2016, the Company issued 884,001 shares of its common stock at approximately $0.25 per share amounting to $250,000 to two individuals for monies received in 2015 from subscription agreements that were entered into with the Company in 2015.  115,100 shares remain issuable related to these subscription agreements as of March 31, 2017.

 

 

During the three months ended March 31, 2017, the Company issued 29,716 common stock valued at $.30 per share for $8,885 of consulting services.

 

Stock Options

 

In the three months ended March 31, 2017, the Company issued 2,550,000 stock options to consultants, employees, and management. All of the options vested immediately. The fair value of these options was calculated using the Black-Scholes-Merton model.  The expense related to this stock option for the three months ended March 31, 2017 was $487,581.

 

The following assumptions were used for the options granted in the period ended March 31, 2017 are as follows:

 

		At March 31, 2017
Fair values			$0.17 - $0.44
Exercise price			$0.001-$1.50
Expected term at issuance		2 - 10 years
Expected average volatility			75.93% to 85.41%
Expected dividend yield			-
Risk-free interest rate		1.23%– 2.45%

 

 

NOTE 4 – NOTES PAYABLE

 

Unsecured Notes Payable

 

During the year ended December 31, 2016, the Company received two separate payments of $12,500, totaling $25,000, as secured notes. The notes are non-interest bearing, and have no terms of repayment.

 

On December 12, 2016, the Company issued an unsecured promissory note to an investor. The note bears interest at 5% and matures on June 30, 2017. As of December 31, 2016, payments from the investor are $2,200. On January 11, 2017 the investor loaned an additional $5,000 related to the promissory note. The balance of this note plus accrued interest totals $7,288 as of March 31, 2017.

 

 

On March 14, 2017, the Company issued an unsecured promissory note to an investor in the amount of $5,000. The note bears interest at 4% and matures on March 14, 2018. The balance of this note plus interest totals $5,009 as of March 31, 2017.

 

Convertible Notes Payable

 

In August 2015, The Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share.  The note bears an interest rate of 8% per annum and matured on August 8, 2016.  The note is currently unpaid and in default.  The note was also issued with a warrant for this investor to purchase 25,000 shares of common stock at $1.50 for a period of 2 years.  The fair value of these warrants was approximately $3,909 as of December 31, 2016 and was calculated using the Black-Scholes-Merton model. The note does not contain a beneficial conversion feature. The balance of this note plus accrued interest totals were $56,500 and $55,500 at March 31, 2017 and December 31, 2016, respectively.

 

NOTE 5 – DISCONTINUED OPERATIONS

 

During 2014, the Company's Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations.  Based on the Company's strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company's long-term growth plans.

 

As of December 31, 2016 and December 31, 2015, $870,045 of current liabilities from discontinued operations includes $0 and $785,764 loan payable, respectively, and $84,281 accounts payable.  The loan payable was converted to common stock in July 2016, which resulted in a gain on the extinguishment of debt related to discontinued operations in the amount of $635,764. The accounts payable related to discontinued operations was $84,281 as of March 31, 2017.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2017, the Company repaid advances from related parties in the amount of $39,048. The President was owed $0 and $39,048 March 31, 2017 and December 31, 2016, respectively.

 

During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the three months ended March 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and mature on June 30, 2017 and September 30, 2017. The balance of these loans plus accrued interest was $453,851 and $289,741 at March 31, 2017 and December 31, 2016, respectively.

 

In March 2017, the Company loaned a related party $20,000. The loan bears interest at the rate of 5% per annum and has a term of six months.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME.  EMME is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company has the right to design, produce and market the EMME® Activewear Collection.  On April 13, 2016, the agreement was amended regarding the term and minimum royalties.  The royalty expense was $38,500 for the three months ended March 31, 2017.

 

The additional minimum royalties are as follows:

 

 

Year
2017			112,500
2018			250,000
2019			250,000
Total		$	612,500

 

 

The license agreement is renewable for five consecutive one year terms commencing on January 1, 2020 if certain sales targets of the previous year are attained.

 

As of the date of this filing, the Company is a party to three pending litigation matters.

One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent.  ECTX does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff.  A judgment of eviction was entered, but ECTX does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction.  The plaintiff is also seeking unpaid rent in the amount of $26,595.

The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC.  The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC.  Consequently, there is no legitimate cause of action against the Company.  However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation.  The amount being sought by the plaintiff is approximately $15,000.

The third matter is entitled William Corso v. Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC.  The Company never hired Mr. Corso and never acquired Avani Holdings, LLC.  Consequently, there is no legitimate cause of action against the Company.  However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation.  The amount being sought by the plaintiff is approximately $40,000.

 

NOTE 8 – NET LOSS PER SHARE

 

Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.

 

Potentially dilutive securities were comprised of the following:  

 

		March 31,				December 31,
		2017				2016
Warrants			275,000				275,000
Options			2,550,000				-
Convertible notes payable, including accrued interest			50,000				50,000
Contingently issuable shares			-				-
			2,875,000				325,000

 

 

 

NOTE 9 – SUBSEQUENT EVENTS

 

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued, and noted no subsequent events to disclose.

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10K filed with the Securities and Exchange Commission for the period ending December 31, 2016. Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements". These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. 

Company Overview 

Eco Tek 360 Inc. (“ECTX”, ‘We” or the “Company”) is a development stage rejuvenation technology company which will be offering branded fabrics, apparel and uniforms to the corporate, hotel, hospital and military markets. We will achieve this by utilizing a patented and proprietary process for rejuvenating textile waste into high quality fabrics and apparel. 

The Women’s Apparel Segment 

On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME®. Under this licensing agreement the Company has the right to design, produce and market the EMME® Activewear Collection. The Company created a new wholly-owned subsidiary, Progressive Fashions Inc. in February 2016 for the purpose of desgining, producing and marketing the EMME® Activewear Collection.

 

The Rejuvenated Uniform Segment 

In April 2015, we entered into a joint venture and license agreement with Pure Systems International, Ltd. to produce and market garments and other accessories for the commercial uniform marketplace and other market verticals by utilizing Pure Systems International, Ltd.’s patented processes to up-cycle pre-consumer textile waste into reusable fiber of equal or better quality than the original fabric. (the “Rejuvenated Fiber”) 

In May of 2015, the Company created a new limited liability company, Pure361, LLC (“Pure361”) of which the Company owns 51% and Pure Systems International, Ltd. owns 49%. Pure361 has the exclusive licensee to use Pure System International Ltd.’s patented Rejuvenated Fiber in conjunction with the commercial uniform marketplace and other market verticals. 

The Rejuvenated Cardboard Segment 

In conjunction with its focus on rejuvenated technologies, the Company is exploring the possibility of also manufacturing a rejuvenated cardboard product, and is in the early stages of exploring this potential opportunity. 

Trident Merchant Group, Inc. 

Trident Merchant Group, Inc. is an operating subsidiary which is a “value added” strategic advisory services company specializing in rendering expertise in the areas of capital planning and procurement, licensing and branding as well as financial engineering and restructuring of its client company’s balance sheet and going public process. 

Liquidity, Capital Resources and Material Changes in Financial Condition

 

As of March 31, 2017, our current assets were $53,118 as compared to $57,830 in current assets as of December 31, 2016.

 

As of March 31, 2017, our current liabilities were $1,684,861 as compared to $1,369,879 in current liabilities as of December 31, 2016. This change in the Company’s financial condition was primarily related to an increase in accounts payable of $111,851, increase in accrued compensation of $63,000, and an increase in related party loans and accrued interest of $164,110, offset by a decrease in advances from related party of $39,048.

 

Net cash used in operating activities for the three months ended March 31, 2017 was $166,580 compared to net cash used in operating activities for the three month period ended March 31, 2016 of $19,211. Cash provided by or used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments for the three months ended March 31, 2017 include depreciation of $95, amortization of debt discount of $8,108, stock based compensation of $487,581, and stock issued for services of $8,915. In addition, changes in operating assets and liabilities provided $174,851 from accounts payable and accrued expenses, and $8,529 from accrued interest, offset by prepaid interest and deposits that used $18,333, and loans and interest receivable that used $20,041 of cash.

 

There were no cash flows used in investing activities for the periods ended March 31, 2017 and 2016.

 

Net cash provided by financing activities of $131,602 for the three month period ended March 31, 2017 was due to related party loans of $160,650, proceeds from unsecured notes of $10,000, offset by repayment of related party advance of $39,048. During the three months ended March 31, 2016, $11,058 was used in the repayment of related party advances.

 

 

We are currently dependent upon receiving loans from our shareholders. We expect to raise additional capital to continue moving the Company towards profitability.

 

The Company does not currently have any substantial revenues, and is reliant on its ability to raise additional capital to continue execution of its business plan to move the Company forward towards profitability.

 

Results of Operations for the three months ended March 31, 2017 and 2016

 

The Company experienced a net loss of $816,285 in the three months ended March 31, 2017 compared to net loss of $447,883 in the three months ended March 31, 2016.

 

Net loss for the three months ended March 31, 2017 consisted of operating expenses of $799,689 that consisted of general and administrative expenses of $303,193, consulting fees share expense of $8,915, and stock based compensation of $487,581.

 

The increase in operating expenses of $355,306 was primarily due to an increase in stock based compensation of $437,581 and an increase in general and administrative expense of $222,982, offset by a decrease in consulting fees share expense of $305,257.

 

Interest expense and financing costs were $12,158 and $3,500 for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2017 and 2016, $4,438 and $0 of interest expense – related parties were incurred, respectively.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

The Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information required by this Item. 

Item 4.

Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II -- OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 As of the date of this filing, the Company is a party to three pending litigation matters. 

One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent.  ECTX does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff.  A judgment of eviction was entered, but ECTX does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction.  The plaintiff is also seeking unpaid rent in the amount of $26,595. 

The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000. 

The third matter is entitled William Corso v. Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000. 

Item 1A.

Risk Factors.

 

The Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information required by this Item. 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Company issued 29,716 shares of its common stock in the first quarter of 2017. 

 All of the shares described above were issued by the Company in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2). All of the purchasers of the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. 

Item 3.

Defaults Upon Senior Securities.

 

The Company is in default with respect to a note issued to a related party that matured on August 16, 2016. The balance of this note plus accrued interest totaled $56,500 as of March 31, 2017. 

Item 4.

Mine Safety Disclosures.

 

None. 

Item 5.

Other Information.

 

For the period covered by this Form 10-Q, there was no information required to be disclosed in a report on Form 8-K that was not reported. In addition, there were no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors. 

Item 6.

Exhibits.

 

Exhibit		Description
3.1(i)		Articles of Incorporation*
32.(ii)		By-Laws**
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.***
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.***
32.1		Section 1350 Certification of the Principal Executive Officer.***
32.2		Section 1350 Certification of the Principal Financial Officer.***
101.1		Interactive data files pursuant to Rule 405 of Regulation S-T.****

 

*	Incorporated by reference to the Registration Statement filed with the Commission on November 29, 2005
**	Incorporated by reference to Form 8-K filed with the Commission on February 22, 2017
***	Filed herewith.  In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
****	Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ECO TEK 360, INC.
	By:	/s/ Christopher Giordano
		Christopher Giordano
Date: May 12, 2017		President, Director and Principal Executive Officer

 

	ECO TEK 360, INC.
	By:	/s/ Paul Serbiak
		Paul Serbiak
Date: May 12, 2017		CEO, Treasurer, Director and Principal Financial Officer