UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2017

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

For the transition period from ______ to _______

 

Commission File Number: 333-213570

 

CLEANGOAL ENERGY, CORP.

(Name of small business issuer in its charter)

 

Nevada		47-4611705
(State of incorporation)		(I.R.S. Employer Identification No.)

Bill MacGillivary

Chief Executive Officer

1717 N Bayshore Dr. #2831

Miami FL, 33132

(786) 631-4174

(Address and telephone number of registrant’s principal offices)

  

Copies to:

Andrew Coldicutt

Law Office of Andrew Coldicutt

1220 Rosecrans Street, PMB 258

San Diego, CA 92106

(619) 228-4970

Info@ColdicuttLaw.com

 

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 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 [X] No [ ]

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

  

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

 

As of May 10, 2017, there were 40,851,500 shares of the registrant’s $0.001 par value common stock issued and outstanding.

CLEANGOAL ENERGY, CORP.*

 

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	MINE SAFETY DISCLOSURES	21
ITEM 5.	OTHER INFORMATION	21
ITEM 6.	EXHIBITS	22

 

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CLEANGOAL ENERGY, CORP. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," ”CLGO,” "our," "us," the "Company," refers to CLEANGOAL ENERGY, CORP.

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

  

CLEANGOAL ENERGY, CORP.

Condensed Balance Sheets

 

		March 31,				December 31,
		2017				2016
		(unaudited)
ASSETS
Current assets
Cash		$	8,960			$	2,344
Total current assets			8,960				2,344
Total assets		$	8,960			$	2,344
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Notes payable		$	55,000			$	55,000
Notes payable to related party			24,980				24,980
Accounts payable			4,496				3,794
Accounts payable to related party			77,400				41,900
Accrued expenses			10,832				9,476
Accrued expenses to related party			5,044				82,428
Total current liabilities			177,752				217,578
Total liabilities			177,752				217,578
Commitments and contingencies
Stockholders' deficit
Common stock, $0.0001 par value, 100,000,000 shares authorized,
40,851,500 and 22,211,500 shares issued, issuable and outstanding, respectively			4,085				2,221
Additional paid-in capital			970,165				553,029
Accumulated deficit			(1,143,042	)			(770,484	)
Total stockholders' deficit			(168,792	)			(215,234	)
Total liabilities and stockholders' deficit		$	8,960			$	2,344

 

See accompanying notes to unaudited condensed financial statements.

 

CLEANGOAL ENERGY, CORP.

Condensed Statements of Operations

For the Three Months Ended March 31,

(unaudited)

 

		2017				2016
Revenue, net		$	—			$	—
Operating expenses
General and administrative (includes stock-based compensation of $325,000 and $0 for the periods ended March 31, 2017 and 2016, respectively)			370,586				73,654
Operating loss			(370,586	)			(73,654	)
Other income (expense)
Interest expense			(1,972	)			(1,869	)
Total other income (expense)			(1,972	)			(1,869	)
Net loss		$	(372,558	)		$	(75,523	)
Net loss per share - basic and diluted		$	(0.01	)		$	(0.02	)
Weighted average number of shares
outstanding - basic and diluted			25,150,833				3,635,330

 

See accompanying notes to unaudited condensed financial statements.

 

CLEANGOAL ENERGY, CORP.

Condensed Statements of Cash Flows

For the Three Months Ended March 31,

(unaudited)

 

		2017				2016
Cash flows from operating activities:
Net loss		$	(372,558	)		$	(75,523	)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation			325,000				—
Changes in operating assets and liabilities:
Accounts payable			702				1,500
Accounts payable to related party			35,500				—
Accrued expenses			1,356				1,097
Accrued expenses to related party			616				18,773
Net cash used in operating activities			(9,384	)			(54,153	)
Cash flows from financing activities:
Proceeds from the sale of common stock			16,000				51,500
Net cash provided by financing activities			16,000				51,500
Net increase (decrease) in cash			6,616				(2,653	)
Cash at beginning of period			2,344				32,831
Cash at end of period		$	8,960			$	30,178
Supplemental disclosure of cash flow information:
Cash paid for interest		$	—			$	—
Cash paid for taxes		$	—			$	—
Non-cash investing and financing activities:
Shares issued for the discharge of accrued wages		$	78,000			$	—

 

See accompanying notes to unaudited condensed financial statements.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Cleangoal Energy, Corp. (the “Company,” “we,” “us,” “our,” or “Cleangoal”) is a Wyoming corporation. The business was started on February 24, 2015 and has a year end of December 31.

 

Nature of Operations

 

The Company is a development stage company. Our general business strategy is aimed at building value through positioning each of the operating of “green technology” subsidiaries as a niche provider of renewable energy and of technologically advanced products or services within the green technology area of operation. Our first area of focus will be on the purchasing and then reselling of Astaxanthin (a product produced by growing Algae) for cosmetic and nutraceutical uses. The Company also anticipates updating and refining the business strategy as new opportunities present themselves. In general, the component functions of the business model are to:

 

·

Incrementally invest, market, and refine our Astaxanthin products;

·

Concentrate initial sales efforts on focused market entry opportunities; and

·

Increase sales to a level that establishes market acceptance, as determined by the Company’s management.

 

Basis of Presentation

 

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America.

 

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 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 estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, and valuation of share-based payments.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property, Equipment and Depreciation

 

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

 

Fair Value of Financial Instruments

 

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

  

We currently measure and report at fair value our intangible assets (due to our impairment analysis) and derivative liabilities. The fair value of intangible assets has been determined using the present value of estimated future cash flows method.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

 

The Company will recognize its revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company will have one primary revenue stream as follows:

 

•

Dietary Supplement - Astaxanthin

 

Stock-Based Compensation

 

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.   The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

 

Income Taxes

 

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2016, all previous tax years remain open for IRS audit. The Company has received no notice of audit from the IRS for the open tax year.

 

The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying consolidated financial statements.

 

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Earnings (Loss) Per Share

 

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

 

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of March 31, 2017.

 

Effect of Recent Accounting Pronouncements

 

The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these unaudited financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2016 through the date these financial statements were issued.

 

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $372,558 and used cash in operating activities of $9,384 for the three months ended March 31, 2017. The Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $168,792, $168,792 and $1,143,042, respectively, at March 31, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

The unaudited 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 the Company be unable to continue as a going concern.

  

NOTE 3 – NOTES PAYABLE

 

A summary of the notes payable, as of March 31, 2017, is as follows:

 

Notes payable
		March 31, 2017												December 31, 2016
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Eric Horton		$	50,000			$	10,562			$	60,562			$	50,000			$	9,328			$	59,328
Eric Horton			5,000				271				5,271				5,000				148				5,148
Total		$	55,000			$	10,833			$	65,833			$	55,000			$	9,476			$	64,476
Notes payable to related party
		March 31, 2017												December 31, 2016
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Clean Goal Environmental Ltd.		$	24,980			$	5,044			$	30,024			$	24,980			$	4,428			$	29,408
Total		$	24,980			$	5,044			$	30,024			$	24,980			$	4,428			$	29,408

 

On September 30, 2015, the Company executed an unsecured promissory note with Eric Horton (“Horton”) for $50,000. The note was funded to the Company’s attorney’s escrow account on February 19, 2016 and the funds were used accordingly. The note bears interest at the rate of 10% per annum which accrues. The interest has been calculated from the funding date. As of March 31, 2017, the accrued interest was $10,562. The note is due on demand. 

 

On September 30, 2015, the Company executed an unsecured promissory note with CleanGoal Environmental Ltd. (“CGEI”), which is a related party, for $24,980. The note was funded to the Company’s attorney’s escrow account on March 25, 2016 and the funds were used accordingly. The note bears interest at the rate of 10% per annum which accrues. The interest has been calculated from the funding date. As of March 31, 2017, the accrued interest was $5,044. The note is due on demand.  See Note 5.

 

On September 15, 2016, the Company executed an unsecured promissory note with Horton for $5,000. The note was funded to the Company’s attorney’s escrow account on March 10, 2016 and the funds were used accordingly. The note bears interest at the rate of 10% per annum which accrues. The interest has been calculated from the funding date. As of March 31, 2017, the accrued interest was $271. The note is due on demand. 

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this filing, there were no pending or threatened lawsuits.

 

NOTE 5 – RELATED PARTIES TRANSACTIONS

 

On June 19, 2015, the Company issued 1,500 shares of common stock to Kenneth Lelek (“Lelek”), an officer and director of the Company, as founder’s shares. The shares were valued at par value of $0.0001, therefore, $0.15. See Note 6.

 

On August 28, 2015, as a condition of the employment agreement with Lelek, the Company issued 7,500,000 shares of common stock. The shares were valued at $0.025 per share, the current price of shares being sold to third parties, or $187,500. See Note 6.

 

On September 30, 2015, the Company executed an unsecured promissory note with CGEI, which is a related party, for $24,980. Lelek is a principal of CGEI. The note was funded to the Company’s attorney’s escrow account on March 25, 2016 and the funds were used accordingly. The note bears interest at the rate of 10% per annum which accrues. The interest has been calculated from the funding date. As of March 31, 2017, the accrued interest was $5,044. The note is due on demand.  See Note 4.

 

On December 1, 2015, the Company issued 1,411,500 shares of common stock to Wayne Miletta, a director of the Company, as compensation. The shares were valued at $0.025 per share, the current price of shares being sold to third parties, or $35,288. See Note 6.

 

On April 21, 2016, the Company issued 7,500,000 shares of common stock to Bill MacGillivary (“MacGillivary”), the CEO of the Company. The shares were valued at $0.025 per share and stock compensation of $187,500 was recorded. See Note 6.

 

On March 22, 2017, the Company issued 7,500,000 shares of common stock to MacGillivary, the CEO of the Company, for a two-year extension of his employment agreement. The shares were valued at $0.025 per share and stock compensation of $187,500 was recorded. See Note 6.

 

On March 24, 2017, the Company with the approval of the board of directors converted $78,000 of accrued wages to Lelek into 5,000,000 shares of common stock. The shares were valued at $0.0156. See Note 6.

 

As of March 31, 2017, the Company recorded accounts payable and accrued expenses of $10,000 for contractual compensation to Lelek.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

The Company was authorized to issue 1,500 shares of common stock as of February 24, 2015, the date of inception, with a par value of $0.0001. The common stock has voting rights. On August 24, 2015, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 100,000,000.

 

On June 19, 2015, the Company issued 1,500 shares of common stock to Lelek, the sole officer and director of the Company, as founder’s shares. The shares were valued at par value of $0.0001, therefore, $0.15.

 

On August 14, 2015, the Company sold 200,000 shares of common stock to Erica Segovic for $5,000 for a value of $0.025 per share.

 

On August 14, 2015, the Company sold 200,000 shares of common stock to Marko Segovic for $5,000 for a value of $0.025 per share.

 

On August 14, 2015, the Company sold 200,000 shares of common stock to Natalie Paskellidis for $5,000 for a value of $0.025 per share.

 

On August 28, 2015, as a condition of the employment agreement with Lelek, the Company issued 7,500,000 shares of common stock. The shares were valued at $0.025 per share, the current price of shares being sold to third parties, or $187,500.

 

On September 21, 2015, the Company sold 200,000 shares of common stock to Rob Macdonald for $5,000 for a value of $0.025 per share.

On October 6, 2015, the Company sold 40,000 shares of common stock to Bruce Paisley for $1,000 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 80,000 shares of common stock to Chuck Poteet for $2,000 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 20,000 shares of common stock to Ed Garner for $500 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 30,000 shares of common stock to Greg Whelton for $750 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 40,000 shares of common stock to Dimitrios Hatzis for $1,000 for a value of $0.025 per share.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

On October 6, 2015, the Company sold 100,000 shares of common stock to Jane Craymer for $2,500 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 100,000 shares of common stock to Jesse Craymer for $2,500 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 20,000 shares of common stock to Brad Furlan for $500 for a value of $0.025 per share.

 

On October 6, 2015, the Company sold 30,000 shares of common stock to Alison Scully for $750 for a value of $0.025 per share.

 

On October 7, 2015, the Company sold 20,000 shares of common stock to Joel Watanbe for $500 for a value of $0.025 per share.

 

On October 9, 2015, the Company sold 30,000 shares of common stock to Jean-Francois Giasson for $750 for a value of $0.025 per share.

 

On November 30, 2015, the Company sold 100,000 shares of common stock to Lee Wagner for $2,500 for a value of $0.025 per share.

 

On December 1, 2015, the Company issued 1,411,500 shares of common stock to Wayne Miletta, a director of the Company, as compensation. The shares were valued at $0.025 per share, the current price of shares being sold to third parties, or $35,288.

 

On January 19, 2016, the Company issued 100,000 shares of common stock to Frank Amoretto for $2,500. The shares were valued at $0.025 per share.

 

On January 19, 2016, the Company issued 100,000 shares of common stock to Jim Hopkins for $2,500. The shares were valued at $0.025 per share.

 

On February 27, 2016, the Company issued 20,000 shares of common stock to Patricia Whitney for $500. The shares were valued at $0.025 per share.

 

On February 29, 2016, the Company issued 20,000 shares of common stock to Tim Lelek for $500. The shares were valued at $0.025 per share.

 

On February 18, 2016, the Company issued 1,400,000 shares of common stock to Rob Macdonald for $35,000. The shares were valued at $0.025 per share.

 

Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

On April 11, 2016, the Company issued 1,500,000 shares of common stock to Erica Segovic for $37,500. The shares were valued at $0.025 per share.

 

On April 21, 2016, the Company issued 7,500,000 shares of common stock to MacGillivary, the CEO of the Company. The shares were valued at $0.025 per share and stock compensation of $187,500 was recorded.

 

On April 26, 2016, the Company issued 20,000 shares of common stock to Tony Bosley for $500. The shares were valued at $0.025 per share.

 

On May 18, 2016, the Company issued 20,000 shares of common stock to Tony Bosley for $500. The shares were valued at $0.025 per share.

 

On August 9, 2016, the Company issued 20,000 shares of common stock to Dawn Ullock for $500. The shares were valued at $0.025 per share.

 

On August 9, 2016, the Company issued 20,000 shares of common stock to Kyle Bartlett for $500. The shares were valued at $0.025 per share. 

 

On September 9, 2016, the Company issued 400,000 shares of common stock to Rob Macdonald for $10,000. The shares were valued at $0.025 per share.

 

On September 12, 2016, the Company issued 20,000 shares of common stock to Bradly Sparks for $500. The shares were valued at $0.025 per share.

 

On September 16, 2016, the Company issued 400,000 shares of common stock to Dave Daniels for $10,000. The shares were valued at $0.025 per share.

 

On September 26, 2016, the Company issued 20,000 shares of common stock to Roderick Bartlett for $500. The shares were valued at $0.025 per share.

 

On September 29, 2016, the Company issued 20,000 shares of common stock to Lindsay Sparks for $500. The shares were valued at $0.025 per share.

 

On October 5, 2016, the Company issued 400,000 shares of common stock to Darcie Moore for $10,000. The shares were valued at $0.025 per share.

 

On November 2, 2016, the Company issued 400,000 shares of common stock to Darcie Moore for $10,000. The shares were valued at $0.025 per share.

 Cleangoal Energy, Corp.

Notes to Condensed Financial Statements

March 31, 2017

(unaudited)

 

NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

On January 18, 2017, the Company issued 240,000 shares of common stock to Gordon Moore for $6,000. The shares were valued at $0.025 per share.

 

On March 31, 2017, the Company issued 400,000 shares of common stock to Rob Macdonald for $10,000. The shares were valued at $0.025 per share.

 

On March 13, 2017, the Company issued 1,750,000 shares of common stock to Eric Horton as per the terms of the consulting agreement. The shares were valued at $0.025 per share.

 

On March 13, 2017, the Company issued 1,750,000 shares of common stock to Ric May as per the terms of the consulting agreement. The shares were valued at $0.025 per share.

 

On March 14, 2017, the Company issued 2,000,000 shares of common stock to Patricia Whitney as per the terms of the consulting agreement. The shares were valued at $0.025 per share.

 

On March 22, 2017, the Company issued 7,500,000 shares of common stock to MacGillivary, the CEO of the Company, for a two-year extension of his employment agreement. The shares were valued at $0.025 per share and stock compensation of $187,500 was recorded. See Note 5.

 

On March 24, 2017, the Company with the approval of the board of directors converted $78,000 of accrued wages to Lelek into 5,000,000 shares of common stock. The shares were valued at $0.0156. See Note 5.

 

NOTE 7 – CONCENTRATIONS

 

Concentration of Credit Risk

 

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments.

 

The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of March 31, 2017. There have been no losses in these accounts through March 31, 2017.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Management has reviewed and evaluated subsequent events through the date on which the current financial statements were issued and did not have any material recognizable subsequent events after March 31, 2017.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Working Capital

 

		March 31, 2017 $				December 31, 2016 $
Cash			8,960				2,344
Current Assets			8,960				2,344
Current Liabilities			177,752				217,578
Working Capital (Deficit)			(168,793	)			(215,234	)

 

Cash Flows

 

		For the Three Months Ended March 31, 2017 $				For the Three Months Ended March 31, 2016 $
Cash Flows used in Operating Activities			(9,384	)			(54,153	)
Cash Flows from (used in) Investing Activities			—				—
Cash Flows from Financing Activities			16,000				51,500
Net Increase (decrease) in Cash During Period			6,616				(2,633	)

 

Results of Operations

 

Results for the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

 

Revenues

 

The Company’s revenues were $0 for the three months ended March 31, 2017 compared to $0 for the same period in 2016.

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended March 31, 2017 and 2016 were $370,586 and $73,654, respectively (which includes stock-based compensation of $325,000 and $0, respectively). General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company.

 

Net Loss

 

Net loss for the three months ended March 31, 2017 was $372,558 compared to a net loss of $75,523 for the three months ended March 31, 2016. The increase in net loss is primarily due to an increase in stock-based compensation expense of $325,000 for 2017 compared to $0 for the 2016.

 

Impact of Inflation

 

We believe that the rate of inflation has had a negligible effect on our operations.

 

Liquidity and Capital Resources

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.

 

As of March 31, 2017, total current assets were $8,960.

 

As of March 31, 2017, total current liabilities were $177,752, which consisted primarily of accounts payable, and advances from officers. We had negative net working capital of $168,792 as of March 31, 2017.

 

For the three months ended March 31, 2017, operating activities used cash of $9,384. The cash used by operating activities is related to general and administrative expenses.

 

Intangible Assets

 

The Company’s intangible assets were $0 as of March 31, 2017.

 

Material Commitments

 

The Company’s material commitments were $0 as of March 31, 2017.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and Development activities.

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Critical Accounting Policies

 

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 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 estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.

 

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal 2017 and 2016.

 

Derivatives. The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

 

Impairment of Long-Lived Assets. The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed 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 to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. 

 

Fair Value of Financial Instruments and Fair Value Measurements. The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

 

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

Revenue Recognition. The Company recognizes revenue for our services in accordance with ASC 605-10, "Revenue Recognition in Financial Statements." Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has no revenue streams.

 

Stock-Based Compensation. The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.   The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Contractual Obligations

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

1.	The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

  

To remediate our internal control weaknesses, management intends to implement the following measures:

 

	·	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
	·	The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
	·	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
	·	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control Over Financial Reporting

 

There are no changes in our internal controls over financial reporting other than as described elsewhere herein.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2017, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 17, 2017, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

Exhibit. No.		Description of Exhibit		Filing
3.1		Certificate of Incorporation Delaware		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
3.1(a)		Articles of Continuance Wyoming		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
3.2		By-laws		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.1		Employment Agreement by and between the Company and Kenneth Lelek		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.2		Consulting Agreement by and between Erica Segovich and the Company, dated April 11, 2016.		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.3		Consulting Agreement by and between Eric Horton and the Company, dated June 1, 2016		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.4		Joint Venture Agreement by and between the Company and Algae Can, Ltd., dated October 2, 2015		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.5		Promissory Note by and between the Company and Eric Horton, dated September 30, 2015		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.7		Promissory Note by and between the Company and Clean Goal Environmental, ltd., dated September 30, 2015		Filed with the SEC on September 9, 2016, as part of our Registration Statement on Form S-1.
10.8		Consulting Agreement by and between Ric May and the Company, dated June 1, 2016		Filed with the SEC on November 1, 2016, as part of our Registration Statement on Form S-1/A1.
10.9		Consulting Agreement by and between Ric May and the Company, dated January 1, 2017		Filed with the SEC on April 17, 2017 as part of our Annual Report on Form 10K.
10.10		Consulting Agreement by and between Eric Horton and the Company, dated January 1, 2017		Filed with the SEC on April 17, 2017 as part of our Annual Report on Form 10K.
10.11		Employment Agreement by and between the Company and William MacGillivary, dated January 1, 2017.		Filed with the SEC on April 17, 2017 as part of our Annual Report on Form 10K.
10.12		Consulting Agreement by and between Patricia Whitney and the Company, dated March 11, 2017.		Filed with the SEC on April 17, 2017 as part of our Annual Report on Form 10K.
23.1		Consent of Pritchett, Siler & Hardy, P.C.		Filed with the SEC on January 4, 2017, as part of our Registration Statement on Form S-1/A3.
31.01		Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.

Exhibit. No.		Description of Exhibit		Filing
31.02		Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
32.01		Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
32.02		Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
101.INS*		XBRL Instance Document		Furnished herewith.
101.SCH*		XBRL Taxonomy Extension Schema Document		Furnished herewith.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document		Furnished herewith.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document		Furnished herewith.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document		Furnished herewith.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document		Furnished herewith.
*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

SIGNATURES

 

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

May XX, 2017			CleanGoal Energy, Corp.
			/s/ William MacGillivary
			By: William MacGillivary
			Its: President
			/s/ Kenneth Lelek
			By: Kenneth Lelek
			Its: Chief Financial Officer, Principal Accounting Officer, & Treasurer

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

 

May XX, 2017			/s/ William MacGillivary
			By: William MacGillivary
			Its: Director
May XX, 2017			/s/ Kenneth Lelek
			By: Kenneth Lelek
			Its: Director
May XX, 2017			/s/ Wayne Miletta
			By: Wayne Miletta
			Its: Director