Ecomax, Inc - Quarter Report: 2018 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
Commission file number: 000-21613
Ecomat, Inc.
(Exact Name Of Registrant
As Specified In Its Charter)
| Nevada | 13-3865026 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 2275 Huntington Drive, Suite 851, San Marino, CA | 91108 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (323) 552-9867
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.
Large accelerated filer | ¨ |
| Accelerated filer | ¨ |
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
Emerging growth company | ¨ |
|
|
|
On May 9, 2018, the Registrant had 16,836,750 shares of common stock outstanding.
| Item |
Description |
Page |
|||
|---|---|---|---|---|---|
PART I - FINANCIAL INFORMATION |
|||||
| ITEM 1. | FINANCIAL STATEMENTS. | 3 | |||
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS. | 10 | |||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 12 | |||
| ITEM 4. | CONTROLS AND PROCEDURES. | 12 | |||
PART II - OTHER INFORMATION |
|||||
| ITEM 1. | LEGAL PROCEEDINGS. | 12 | |||
| ITEM 1A. | RISK FACTORS. | 12 | |||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 12 | |||
| ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 12 | |||
| ITEM 4. | MINE SAFETY DISCLOSURE. | 12 | |||
| ITEM 5. | OTHER INFORMATION. | 12 | |||
| ITEM 6. | EXHIBITS. | 12 | |||
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents
| Ecomat, Inc. | ||||
| Balance Sheets | ||||
| Balance Sheets as of March 31, 2018 (Unaudited) and June 30, 2017 | ||||
| March 31, 2018 (Unaudited) | June 30, 2017 | |||
ASSETS |
||||
| Current assets: | ||||
| Cash | $ | - | $ | - |
| Total current assets | - | - | ||
| Total assets | $ | - | $ | - |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
||||
| Current liabilities: | ||||
| Accounts payable -trade | $ | 950 | $ | - |
| Advances from - related party | 11,503 | 7,053 | ||
| Accrued compensation - related party | 45,000 | - | ||
| Accrued interest related party | 3,370 | 2,818 | ||
| Accrued interest | 186 | - | ||
| Convertible note | 37,500 | - | ||
| Total current liabilities | 98,509 | 9,871 | ||
| Stockholders' deficit: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 authorized; | - | - | ||
| Common stock, $0.0001 par value; 74,000,000 shares authorized; | ||||
| 16,836,750 issued and outstanding at March 31, 2017 and June 30, 2017 | 1,684 | 1,684 | ||
| Additional paid in capital | 1,177 | 1,177 | ||
| Accumulated deficit | (101,370) | (12,732) | ||
| Total stockholders' deficit | (98,509) | (9,871) | ||
| Total liabilities and stockholders' deficit | $ | - | $ |
- |
| See Summary of Significant Accounting Policies and Notes to Financial Statements. | ||||
Page 3
| Ecomat, Inc. | ||||||||
| Statements of Operations | ||||||||
| For the Three and Nine Months ended March 31, 2018 and 2017 | ||||||||
| Three Months | Three Months | Nine Months | Nine Months | |||||
| Ended | Ended | Ended | Ended | |||||
| March 31, 2018 | March 31, 2017 | March 31, 2018 | March 31, 2017 | |||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
| Revenue | $ | - | $ | - | $ | - | $ | - |
| Costs and expenses: | ||||||||
| General and administrative | 28,450 | - | 87,899 | 759 | ||||
| Total operating expenses | 28,450 | - | 87,899 | 759 | ||||
| Other income and expenses | ||||||||
| Interest expense | 316 | - | 739 | 111 | ||||
| Net loss | $ | (28,766) | $ | - | $ | (88,638) | $ | (870) |
| Per shares amounts: | ||||||||
| Basic and diluted net loss | $ | (0.00) | $ | - | $ | (0.01) | $ | (0.00) |
| Weighted average shares outstanding (basic and diluted) | 16,836,750 | 16,836,750 | 16,836,750 | 16,836,750 | ||||
| See Summary of Significant Accounting Policies and Notes to Financial Statements. | ||||||||
Page 4
| Ecomat, Inc. | ||||
| Statements of Cash Flows | ||||
| For the Nine Months ended March 31, 2018 and 2017 | ||||
|
||||
| Nine Months | Nine Months | |||
| Ended | Ended | |||
| March 31, 2018 | March 31, 2017 | |||
| (Unaudited) | (Unaudited) | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (88,638) | $ | (870) |
| Adjustments required to reconcile net loss | ||||
| to cash used in operating activities: | ||||
| Changes in operating assets and liabilities: | ||||
| Increase (decrease) in accounts payable and accrued liabilities | 46,688 | - | ||
| Cash flows used by operating activities | (41,950) | (870) | ||
| Cash flows from financing activities: | ||||
| Advances from related party | 4,450 | 870 | ||
| Convertible note borrowings | 37,500 | - | ||
| Cash generated by financing activities | 41,950 | 870 | ||
| Change in cash | - | - | ||
| Cash - beginning of period | - | - | ||
| Cash - end of period | $ | - | $ | - |
| See Summary of Significant Accounting Policies and Notes to Financial Statements. | ||||
Page 5
Ecomat, Inc. Note 1. The Company and Significant Accounting
Policies Ecomat, Inc. (the "Company") was incorporated on December 14,
1995 pursuant to the laws of the State of Delaware. On February 9, 2007, the
Company completed its change in domicile to Nevada. The Company used to operate a wet-cleaning process which
was one of the first environmentally sound solution to current dry cleaning
methods. Bankruptcy Proceedings On March 26, 1999, the Company filed a petition under
Chapter 7 for liquidation of the Company's business. As a result of which all of
its properties were transferred to a United States Trustee and the Company
terminated all of its business operations. The Bankruptcy Trustee has
disposed of all of the assets. On May 18, 2006, the Trustee for the Company and Park
Avenue Group, Inc. entered into a contract that was subject to Bankruptcy
Court approval for the sale of certain asset free and clear of all liens,
claims and encumbrances, the asset being comprised of the corporate shell of
the debtor, Ecomat, Inc. (the "Asset"). On June 14, 2006, the Bankruptcy
Court granted an order approving the contract and finding that Park Avenue
Group is a good faith purchaser within the meaning of 11 USC Section 363(m)
of the Bankruptcy Code. Basis of Presentation: We adopted "fresh-start" accounting as of June 15, 2006
in accordance with procedures specified by AICPA Statement of Position
("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under
the Bankruptcy Code. The Financial Statements presented herein have been
prepared by us in accordance with the accounting policies described in our June 30, 2017
audited financial statements and should be read in conjunction with the notes to
financial statements which appear as part of those financial statements. The preparation of these financial statements in
conformity with accounting principles generally accepted in the United States of America
requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on going basis, we evaluate our estimates, including those related to
intangible assets, income taxes, insurance obligations and contingencies and litigation.
We base our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily
apparent from other resources. Actual results may differ from these estimates under
different assumptions or conditions. In the opinion of Management, the information furnished
in these interim financial statements reflects all adjustments necessary for a fair
statement of the financial position and results of operations and cash flows as of and for
the three and nine-month periods ended March 31, 2018 and 2017. All such adjustments
are of a normal recurring nature. The Financial Statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include some
information and notes necessary to conform with annual reporting requirements. Recently Issued Accounting
Pronouncements In August, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments (a
consensus of the Emerging Issues Task Force). Effective for public business
entities for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. For all other entities, the amendments
are effective for fiscal years beginning after December 15, 2018, and
interim periods within fiscal years beginning after December 15, 2019. Early
adoption is permitted, including adoption in an interim period. If an entity
early adopts the amendments in an interim period, any adjustments should be
reflected as of the beginning of the fiscal year that includes that interim
period. An entity that elects early adoption must adopt all of the
amendments in the same period. In May, 2016, the FASB issued ASU
No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope
Improvements and Practical Expedients. The amendments in this Update affect
the guidance in Accounting Standards Update 2014-09, Revenue from Contracts
with Customers (Topic 606), which is not yet effective. The effective date
and transition requirements for the amendments in this Update are the same
as the effective date and transition requirements for Topic 606 (and any
other Topic amended by Update 2014-09). Accounting Standards Update
2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the
Effective Date, defers the effective date of Update 2014-09 by one year. In April, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts
with Customers (Topic 606): Identifying Performance Obligations and
Licensing. The amendments in this Update affect the guidance in Accounting
Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606),
which is not yet effective. The effective date and transition requirements
for the amendments in this Update are the same as the effective date and
transition requirements in Topic 606 (and any other Topic amended by Update
2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with
Customers (Topic 606): Deferral of the Effective Date, defers the effective
date of Update 2014-09 by one year. The Company has considered all new accounting pronouncements and has
concluded that there are no new pronouncements that may have a material
impact on results of operations, financial condition, or cash flows, based
on current information. Note 2. Going Concern The accompanying financial statements have been prepared
assuming the Company will continue as a going concern The Company has
incurred losses, has negative operational cash flows and has no revenues.
The future of the Company is dependent upon Management success in its
efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. These financial statements
do not include any adjustments that might arise from this uncertainty. Note 3. "Fresh Start" Accounting On March 26, 1999, all assets were transferred to the
Chapter 7 trustee in settlement of all outstanding corporate obligations. We
adopted "fresh-start" accounting as of June 15, 2006 in accordance with
procedures specified by AICPA Statement of Position ("SOP") No. 90-7,
"Financial Reporting by Entities in Reorganization under the Bankruptcy
Code."
On May 18, 2006, the Trustee for the Company and Park
Avenue Group, Inc. entered into a contract that was subject to Bankruptcy
Court approval for the sale of certain asset free and clear of all liens,
claims and encumbrances, the asset being comprised of the corporate shell of
the debtor, Ecomat, Inc. (the "Asset"). On June 14, 2006, the Bankruptcy
Court granted an order approving the contract and finding that Park Avenue
Group is a good faith purchaser within the meaning of 11 USC Section 363(m)
of the Bankruptcy Code. All results for periods including and subsequent to
June 15, 2006 are referred to as those of the "Successor Company". In accordance with SOP No. 90-7, the reorganized value of
the Company was allocated to the Company's assets based on procedures
specified by FASB ASC 805, "Business Combinations". Each liability existing
at the plan sale date, other than deferred taxes, was stated at the present
value of the amounts to be paid at appropriate market rates. It was
determined that the Company's reorganization value computed immediately
before June 15, 2006 was $0. We adopted "fresh-start" accounting because
holders of existing voting shares immediately before filing and confirmation
of the sale received less than 50% of the voting shares of the emerging
entity and its reorganization value is less than its post-petition
liabilities and allowed claims. Note 4. Convertible Note On July 8, 2017, we issued a convertible promissory note to Securities Compliance Corp., bearing interest at 1% per annum until paid or
converted. Interest will be payable upon the maturity date at July 7, 2018.
Under the term of the convertible note the Company can receive up to $50,000 in
securities compliance services. As of March 31, 2018, Securities Compliance
Corp. has provided services valued at $37,500 to the Company. The
conversion price of the note is $0.008 per share. The closing price of the
Company's common stock on July 7, 2017 was $0.007 per share. The notes
represent the fair value of services provided without cost covering several
years. On September 1, 2017, we entered into a Loan Agreement with Ivo Heiden, our
sole officer and director, under
which we receive funding for general operating expenses from time-to-time as
needed by the Company. The Loan Agreement bears interest of 8% per annum and
shall be due and payable on a date 366 days from the date of the loan. As of
March 31, 2018, the outstanding balance on this loan was $11,503 with accrued
interest of $3,370. In accordance with ASC # 815, Accounting for Derivative Instruments and Hedging
Activities, we evaluated the note holder's non-detachable conversion right provision
and liquidated damages clause, contained in the terms governing the Convertible Note
to determine whether the features qualify as an embedded derivative instrument
at issuance. Such non-detachable conversion right provision and liquidated
damages clause did not need to be accounted as derivative financial instruments. Note 5. Related Party Transactions Due to Related Parties: Amounts due to related parties consist of advances made
by our CEO, accrued interest due to our CEO and accrued compensation due to
our CEO. As of March 31, 2018 and June 30, 2017, our CEO has made advances
of $11,503 and $7,053, respectively. As of March 31, 2017 and June 30, 2017, accrued interest due to our
CEO was $3,370 and $2,818, respectively.
As of
March 31, 2018 and June 30, 2017, accrued compensation due to our
CEO was $45,000 and $0, respectively.
During the three months ended March 31, 2018 and 2017, the Company
did not issue any shares of common stock. Note 6. Subsequent Events The Company had no subsequent
events after March 31, 2018 to the date the financial statements were issued.
Background and Significant Accounting Policies
March 31, 2018
Back to Table of Contents
Page 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION Back to Table of Contents
Some of the statements contained in this quarterly report of Ecomat, Inc. (hereinafter the "Company", "We" or the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.
Overview
The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:
Ÿ
may significantly reduce the equity interest of our stockholders;
Ÿ will likely cause a
change in control if a substantial number of our shares of capital stock are issued, and
most likely will also result in the resignation or removal of our present officer and
director; and
Ÿ may adversely affect
the prevailing market price for our common stock.
Similarly, if we issued debt securities, it could result in:
Ÿ default and
foreclosure on our assets if our operating revenues after a business combination were
insufficient to pay our debt obligations;
Ÿ acceleration of our
obligations to repay the indebtedness even if we have made all principal and interest
payments when due if the debt security contained covenants that required the maintenance
of certain financial ratios or reserves and any such covenants were breached without a
waiver or renegotiations of such covenants;
Ÿ our inability to
obtain additional financing, if necessary, if the debt security contained covenants
restricting our ability to obtain additional financing while such security was
outstanding.
Results of Operations during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017
We have not generated any revenues during the three months ended March 31, 2018 and 2017. We had total operating expenses of $28,450 related to general and administrative expenses during the three months ended March 31, 2018 compared to $0 during the same period in the prior year. The significant increase is due to the Company becoming a reporting company under the Exchange Act. We incurred interest expense of $316 during three months ended March 31, 2018 compared to interest expense of $0 during the three months ended March 31, 2017. During the three months ended March 31, 2018 and 2017, we had a net loss of $28,766 and $0, respectively.
Results of Operations during the nine months ended March 31, 2018 as compared to the nine months ended March 31, 2017
We have not generated any revenues during the nine months ended March 31, 2018 and 2017. We had total operating expenses of $87,899 related to general and administrative expenses during the nine months ended March 31, 2018 compared to $759 during the same period in the prior year. The significant increase is due to the Company becoming a reporting company under the Exchange Act. We incurred interest expense of $739 during nine months ended March 31, 2018 compared to interest expense of $111 during the nine months ended March 31, 2017. During the nine months ended March 31, 2018 and 2017, we had a net loss of $88,638 and $870, respectively.
Page 10
Liquidity and Capital Resources
At present, the Company has no business operations and no cash resources other than advances provided by our CEO. Our CEO and/or an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until such time the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by our CEO. If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. At present, the Company has no financial resources to pay for such services and may be required to issue restricted shares in lieu of cash or, in the alternative, issue debt instruments evidencing financial obligations if and when they arise.
During the next 12 months we anticipate incurring costs related to:
Ÿ
filing of Exchange Act reports.
Ÿ
franchise fees, registered agent fees and accounting fees, and
Ÿ
investigating, analyzing and consummating an acquisition or business
combination.
On March 31, 2017 and June 30, 2017, we have had no assets. As of March 31, 2017, we had $98,509 in current liabilities consisting of accounts payable of $950 in accounts payable - trade, $11,503 in advance from a related party, accrued compensation of $45,000, accrued interest due to a related party of $3,370, accrued interest of $186 and a $37,500 convertible note. As of June 30, 2017, we had liabilities of $9,871 consisting of $7,053 in advance from a related party and $2,818 in accrued interest due to a related party.
During the nine months ended March 31, 2018, we had negative cash flow from operating activities of $41,950 due to a net loss of $88,638 offset by an increase in accounts payable and accrued interest of $46,688. We financed our negative cash flow from operations through $4,450 in advances provided by our CEO and $37,500 in borrowings under a convertible note. During the nine months ended March 31, 2017, we had negative cash flow from operating activities of $870 due to a net loss of $870. We financed our negative cash flow from operations through $870 in advances provided by our CEO.
The Company's limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company's limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company's financial condition and future prospects, including the ability to complete a business combination.
The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its CEO or companies affiliated with its CEO and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated parties. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes.
The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have unqualified audit opinion for the years ended June 30, 2017 and 2016 with an explanatory paragraph on going concern.
Page 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents
We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.
ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents
Evaluation of disclosure controls and procedures. As of March 31, 2018, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.
Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents
None.
ITEM 1A. RISK FACTORS Back to Table of Contents
In addition to the other information set forth in this report, you should carefully consider the factors discussed in "Risk Factors" in our Form 10 as filed with the SEC, which could materially affect our business, financial condition or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents
None.
ITEM 4. MINE SAFETY DISCLOSURE Back to Table of Contents
None.
ITEM 5. OTHER INFORMATION Back to Table of Contents
None.
ITEM 6. EXHIBITS Back to Table of Contents
(a) The following documents are filed as exhibits to this Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit No. | Description |
| 31 | Certification of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32 | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Page 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.
ECOMAT, INC.
By: /s/ Ivo Heiden
Ivo Heiden
Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2018
By: /s/ Ivo Heiden
Ivo Heiden
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: May 9, 2018