EESTech, Inc. - Quarter Report: 2008 June (Form 10-Q)
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 Quarter ended June 30, 2008.
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
|
For
the transition period from __________ to __________
EESTECH,
INC.
(Name
of small business issuer in its charter)
Delaware
|
|
33-0922627
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
1105
North Market Street, Suite 1300
Wilmington,
Delaware,
|
19801
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number (including area code): (302) 427 2360
(Former
Address and Phone Number)
1260
S. Highway 89, Building 1, Suite H-5
Chino
Valley,
Arizona
|
86323
|
|
(Former
Address of principal executive office)
|
(Zip
Code)
|
Issuer’s
former telephone number (including area code): (928) 636
6255
Check
whether the issuer: (1) filed all reports required to be filed by Section
13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter
period
that registrant was required to file such reports), and (2) has been subject
to
such filing requirements for the past 90 days. Yes x
No
o
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 x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
o
Yes x
No
The
number of shares outstanding of the registrant’s common stock, $0.001 par value
per share, was 46,519,059 at June 30, 2008.
TABLE
OF CONTENTS
|
Page
|
PART
I FINANCIAL INFORMATION
|
|
|
|
Item
1. Financial Statements
|
2
|
|
|
Consolidated
Balance Sheets
|
2
|
Consolidated
Statements of Operations
|
3
|
Consolidated
Statements of Stockholders' Equity (Deficit)
|
4
|
Consolidated
Statements of Cash Flows
|
6
|
Notes
to Consolidated Financial Statements
|
8
|
|
|
Item
2. Management's Discussion and Analysis or Plan of Operation
|
17
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market Risk
|
27
|
Item
4. Controls and Procedures
|
27
|
|
|
PART
II OTHER INFORMATION
|
30
|
|
|
Item
1. Legal Proceedings
|
30
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
|
30
|
|
|
Item
3. Defaults Upon Senior Securities
|
30
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
30
|
|
|
Item
5. Other Information
|
31
|
|
|
Item
6. Exhibits
|
31
|
|
|
SIGNATURES
|
32
|
1
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS
JUNE 30,
2008
|
DECEMBER 31,
2007
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
Assets:
|
|||||||
Cash
|
$
|
31,446
|
$
|
8,079
|
|||
Prepaid
expenses and Other Current Assets
|
338,843
|
114,355
|
|||||
Total
Current Assets
|
$
|
370,289
|
$
|
122,434
|
|||
HHCGT
Patent
|
461,881
|
461,881
|
|||||
InInvestment
in Liquatech Pty Ltd
|
8
|
8
|
|||||
Property
and equipment, net of accumulated depreciation
|
60,613
|
47,415
|
|||||
C
CO2 License
|
6,000,000
|
6,000,000
|
|||||
Intellectual
property, net of amortization
|
7,500
|
7,500
|
|||||
Total
Assets
|
$
|
6,900,291
|
$
|
6,639,238
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
56,240
|
$
|
978,473
|
|||
Accrued
expenses
|
188,920
|
26,620
|
|||||
Capital
lease
|
39,834
|
39,924
|
|||||
S
Shareholder loans
|
235,200
|
223,057
|
|||||
Total
Current Liabilities
|
$
|
520,194
|
$
|
1,268,074
|
|||
|
|||||||
Stockholders'
Equity:
|
|||||||
Common
stock, $0.001 par value, 100,000,000 shares authorized; 46,519,059
and
42,709,739 shares issued and outstanding at June 30, 2008 and December
31,
2007, respectively
|
46,519
|
42,709
|
|||||
Additional
paid-in capital
|
29,405,128
|
26,475,275
|
|||||
Deficit
accumulated during development stage
|
(22.178,949
|
)
|
(20,547,037
|
)
|
|||
Accumulated
other comprehensive income
|
(892,601
|
)
|
(599,783
|
)
|
|||
Total
Stockholders' Equity
|
6,380,097
|
5,371,164
|
|||||
Total
Liabilities and Stockholders' Equity
|
$
|
6,900,291
|
$
|
6,639,238
|
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
2
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE
MONTHS
ENDED JUNE 30
|
FOR THE SIX
MONTHS
ENDED JUNE 30,
|
CUMULATIVE
AMOUNTS FROM
APRIL 26, 2000 TO
JUNE 30, 2008
|
||||||||||||||
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|||||||||
Operating
Expenses:
|
|
|
|
|
||||||||||||
General
Administrative
|
$
|
714,746
|
$
|
1,514,817
|
$
|
1,913,550
|
$
|
1,777,258
|
$
|
16,439,920
|
||||||
Write
off of China Joint Venture
Investment
|
-
|
-
|
-
|
-
|
477,252
|
|||||||||||
Unrealised
foreign exchange (gain)/loss
|
(116,441
|
)
|
-
|
(269,022
|
)
|
-
|
(827,843
|
)
|
||||||||
Research
and development
|
-
|
-
|
-
|
-
|
1,200,466
|
|||||||||||
Impairment
loss on intellectual property
|
-
|
-
|
-
|
-
|
4,836,373
|
|||||||||||
Total
Operating Expenses
|
598,305
|
1,514,817
|
1,644,528
|
1,777,258
|
22,126,168
|
|||||||||||
Loss
from operations
|
(598,305
|
)
|
(1,514,817
|
)
|
(1,644,528
|
)
|
(1,777,258
|
)
|
(22,126,168
|
)
|
||||||
Other
income (expense)
|
||||||||||||||||
Write
Back Director’s Loan
|
-
|
-
|
-
|
-
|
25,682
|
|||||||||||
Interest
income
|
7,361
|
1,023
|
14,218
|
1,568
|
54,005
|
|||||||||||
Interest
expense
|
(783
|
)
|
-
|
(1,602
|
)
|
(326
|
)
|
(108,705
|
)
|
|||||||
Gain
(loss) on disposition of assets
|
-
|
-
|
-
|
-
|
(22,594
|
)
|
||||||||||
Provision
for taxes
|
-
|
-
|
-
|
-
|
(1,169
|
)
|
||||||||||
Net
loss
|
$
|
(591,727
|
)
|
$
|
(1,513,794
|
)
|
$
|
(1,631,912
|
)
|
$
|
(1,776,016
|
)
|
$
|
(22,178,949
|
)
|
|
|
||||||||||||||||
Loss
per share
|
$
|
(0.01
|
)
|
$
|
(0.08
|
)
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
||||
|
||||||||||||||||
WWeighted
average number of common shares outstanding
|
46,084,539
|
18,509,198
|
45,413,349
|
18,332,916
|
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
3
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE
LOSS
Common Stock
|
Deficit
|
|
||||||||||||||||||||
Shares issued
Par
|
Par
Value
$0.001
|
Additional
Paid-in
capital
|
Shares
subscribed
|
accumulated
during
development
stage
|
Accumulated
other
comprehensive
income/(loss)
|
Total
Stockholders'
equity
(deficit)
|
||||||||||||||||
Balance at inception-
|
||||||||||||||||||||||
April
26, 2000
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||
Issuance
of stock for
|
|
|
|
|
|
|
|
|||||||||||||||
intellectual
property
|
4,000,000
|
4,000
|
—
|
—
|
—
|
—
|
4,000
|
|||||||||||||||
Issuance
of stock to directors
|
650,000
|
650
|
—
|
—
|
—
|
—
|
650
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(18,973
|
)
|
—
|
(18,973
|
)
|
|||||||||||||
Balance
December 31, 2000
|
4,650,000
|
4,650
|
—
|
—
|
(18,973
|
)
|
—
|
(14,323
|
)
|
|||||||||||||
Issuance
of stock for cash
|
997,000
|
997
|
996,003
|
—
|
—
|
—
|
997,000
|
|||||||||||||||
Issuance
of stock for
|
|
|
|
|
|
|
|
|||||||||||||||
intellectual
property
|
1,000,000
|
1,000
|
999,000
|
—
|
—
|
—
|
1,000,000
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(1,638,743
|
)
|
—
|
(1,638,743
|
)
|
|||||||||||||
Balance
December 31, 2001
|
6,647,000
|
6,647
|
1,995,003
|
—
|
(1,657,716
|
)
|
—
|
343,934
|
||||||||||||||
Issuance
of stock for cash
|
585,000
|
585
|
584,415
|
—
|
—
|
—
|
585,000
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(662,710
|
)
|
—
|
(662,710
|
)
|
|||||||||||||
Balance
December 31, 2002
|
7,232,000
|
7,232
|
2,579,418
|
—
|
(2,320,426
|
)
|
—
|
266,224
|
||||||||||||||
Issuance
of stock for cash
|
583,985
|
584
|
875,470
|
—
|
—
|
—
|
876,054
|
|||||||||||||||
Issuance
of stock for services
|
50,000
|
50
|
189,950
|
—
|
—
|
—
|
190,000
|
|||||||||||||||
Common
stock subscribed
|
—
|
—
|
—
|
44,097
|
—
|
—
|
44,097
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(1,106,906
|
)
|
—
|
(1,106,906
|
)
|
|||||||||||||
Adjustment
for foreign
|
|
|
|
|
|
|
|
|||||||||||||||
currency
translation
|
—
|
—
|
—
|
—
|
—
|
23,637
|
23,637
|
|||||||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,083,269
|
)
|
||||||||||||||
Balance
December 31, 2003
|
7,865,985
|
7,866
|
3,644,838
|
44,097
|
(3,427,332
|
)
|
23,637
|
293,106
|
||||||||||||||
Issuance
of stock for
|
|
|
|
|
|
|
|
|||||||||||||||
intellectual
property
|
1,000,000
|
1,000
|
3,299,000
|
—
|
—
|
—
|
3,300,000
|
|||||||||||||||
Stock
subscribed issued
|
29,398
|
29
|
44,068
|
(44,097
|
)
|
—
|
—
|
—
|
||||||||||||||
Issuance
of stock for cash
|
978,370
|
978
|
616,149
|
—
|
—
|
—
|
617,127
|
|||||||||||||||
Issuance
of stock for services
|
30,000
|
30
|
37,470
|
—
|
—
|
—
|
37,500
|
|||||||||||||||
Common
stock subscribed
|
—
|
—
|
—
|
890,230
|
—
|
—
|
890,230
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(5,159,117
|
)
|
—
|
(5,159,117
|
)
|
|||||||||||||
Adjustment
for foreign
|
|
|
|
|
|
|
|
|||||||||||||||
currency
translation
|
—
|
—
|
—
|
—
|
—
|
135,903
|
135,903
|
|||||||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,023,214
|
)
|
||||||||||||||
Balance
December 31, 2004
|
9,903,753
|
9,903
|
7,641,525
|
890,230
|
(8,586,449
|
)
|
159,540
|
114,749
|
||||||||||||||
Issuance
of stock for cash
|
3,845,638
|
3,845
|
1,853,673
|
(890,230)
|
)
|
—
|
—
|
967,288
|
||||||||||||||
Issuance
of stock for note
|
588,235
|
588
|
299,412
|
—
|
—
|
—
|
300,000
|
|||||||||||||||
Issuance
of stock for services
|
78,784
|
79
|
97,759
|
—
|
—
|
—
|
97,838
|
4
Common Stock
|
Deficit
|
|
||||||||||||||||||||
Shares issued
Par
|
Par
Value
$0.001
|
Additional
Paid-in
capital
|
Shares
subscribed
|
accumulated
during
development
stage
|
Accumulated
other
comprehensive
income/(loss)
|
Total
Stockholders'
equity
(deficit)
|
||||||||||||||||
Common stock subscribed (62,500 shares)
|
—
|
—
|
—
|
50,000
|
—
|
—
|
50,000
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(1,737,846
|
)
|
—
|
(1,737,846
|
)
|
|||||||||||||
Adjustment
for foreign currency translation
|
—
|
—
|
—
|
—
|
—
|
(148,541
|
)
|
(148,541
|
)
|
|||||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,886,387
|
)
|
||||||||||||||
Balance
December 31, 2005
|
14,416,410
|
14,415
|
9,892,369
|
50,000
|
(10,324,295
|
)
|
10,999
|
(356,512
|
)
|
|||||||||||||
Issuance
of stock for cash
|
2,192,691
|
2,194
|
934,629
|
(50,000
|
)
|
—
|
—
|
886,823
|
||||||||||||||
Issuance
of stock for acquisition of Methgen Inc
|
763,700
|
764
|
495,641
|
—
|
—
|
—
|
496,405
|
|||||||||||||||
Issuance
of stock for services
|
622,627
|
623
|
540,602
|
—
|
—
|
—
|
541,225
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(1,873,231
|
)
|
—
|
(1,873,231
|
)
|
|||||||||||||
Adjustment
for foreign currency
|
|
|
|
|
|
|
||||||||||||||||
translation
|
—
|
—
|
—
|
—
|
—
|
25,622
|
25,622
|
|||||||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,847,609
|
)
|
||||||||||||||
Balance
December 31, 2006
|
17,995,428
|
17,996
|
11,863,241
|
—
|
(12,197,526
|
)
|
36,621
|
(279,668
|
)
|
|||||||||||||
Issuance
of stock for cash
|
8,224,322
|
8,224
|
3,107,241
|
—
|
—
|
—
|
3,115,465
|
|||||||||||||||
Issuance
of stock for services
|
6,489,989
|
6,489
|
5,514,793
|
—
|
—
|
—
|
5,521,282
|
|||||||||||||||
Issuance
of stock for license
|
10,000,000
|
10,000
|
5,990,000
|
—
|
—
|
—
|
6,000,000
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(8,349,511
|
)
|
—
|
(8,349,511
|
)
|
|||||||||||||
Adjustment
for foreign currency translation
|
—
|
—
|
—
|
—
|
—
|
(636,404
|
)
|
(636,404
|
)
|
|||||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
—
|
—
|
(8,985,915
|
)
|
||||||||||||||
Balance
December 31, 2007
|
42,709,739
|
$
|
42,709
|
$
|
26,475,275
|
$
|
—
|
$
|
(20,547,037
|
)
|
$
|
(
599,783
|
)
|
$
|
5,371,164
|
|||||||
Issuance
of stock for cash
|
3,148,650
|
3,149
|
2,532,335
|
2,535,484
|
||||||||||||||||||
Issuance
of stock for services
|
660,670
|
661
|
397,518
|
398,179
|
||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
(1,631,912
|
)
|
-
|
(1,631,912
|
)
|
|||||||||||||
Adjustment
for foreign currency translation
|
(292,818
|
)
|
(292,818
|
)
|
||||||||||||||||||
Comprehensive
loss
|
(1,924,730
|
)
|
||||||||||||||||||||
Balance
June 30, 2008 (Unaudited)
|
46,519,059
|
$
|
46,519
|
$
|
29,405,128
|
-
|
$
|
(22,178,949
|
)
|
$
|
(892,601
|
)
|
$
|
6,380,097
|
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
5
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
FOR THE SIX MONTHS
ENDED JUNE 30,
|
CUMULATIVE
AMOUNTS
FROM
INCEPTION
(APRIL 26, 2000)
THROUGH JUNE
30,
|
||||||||
|
2008
|
2007
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||||
Net
loss
|
$
|
(1,631,912
|
)
|
$
|
(1,776,016
|
)
|
$
|
(22,178,949
|
)
|
|
Adjustments
to reconcile net loss to net cash
|
||||||||||
used
in operating activities:
|
||||||||||
Amortization
and depreciation
|
9,185
|
9,533
|
78,004
|
|||||||
Amounts
credited to provisions
|
1,278
|
—
|
3,055
|
|||||||
Impairment
of intellectual property
|
-
|
—
|
4,836,373
|
|||||||
Shares
issued for services
|
398,178
|
319,813
|
6,786,673
|
|||||||
Disposition
of property
|
-
|
—
|
22,594
|
|||||||
Unrealised
foreign exchange gains on intercompany loans
|
(269,022
|
)
|
—
|
(827,843
|
)
|
|||||
Write
Back of Director Loan
|
-
|
—
|
(25,682
|
)
|
||||||
Changes
in assets and liabilities:
|
||||||||||
Decrease/(increase)
in Accruals
|
160,328
|
320,408
|
146,346
|
|||||||
Decrease/(increase)
in prepaid expenses and Other Current Assets
|
(211,764
|
)
|
(102,800
|
)
|
(327,137
|
)
|
||||
Other
Accounts Receivable
|
-
|
23,349
|
(1,743
|
)
|
||||||
Decrease/(increase)
in other Accounts Receivable
|
—
|
|||||||||
Increase
(decrease) in Accounts Payable
|
(976,918
|
)
|
(132,090
|
)
|
1,556
|
|||||
Increase
(decrease) in accrued payroll taxes
|
-
|
2,249
|
22,210
|
|||||||
Net
cash used in operations
|
(2,520,647
|
)
|
(1,335,554
|
)
|
(11,464,543
|
)
|
||||
|
||||||||||
Cash
flows used by investing activities
|
||||||||||
Acquisition
of HCGT Patent
|
-
|
—
|
(461,881
|
)
|
||||||
Investment
in Liquatech Pty Ltd
|
-
|
—
|
(8
|
)
|
||||||
Disposal/(Acquisition)
of equipment
|
(11,339
|
)
|
(2,054
|
)
|
(147,151
|
)
|
||||
Acquisition
of intangible asset- license
|
-
|
(7,508
|
)
|
(7,500
|
)
|
|||||
Net
cash used in investing activities
|
(11,339
|
)
|
(9,562
|
)
|
(616,540
|
)
|
||||
|
||||||||||
Cash
flows from financing activities:
|
||||||||||
Issuance
of common stock
|
2,535,484
|
347,281
|
11,864,568
|
|||||||
Loan
from shareholders (including note payable)
|
-
|
1,051,008
|
230,046
|
|||||||
Principal
repayment of finance lease
|
(3,546
|
)
|
—
|
(8,324
|
)
|
|||||
Deferred
lease
|
(2,318
|
)
|
46,703
|
|||||||
Net
cash from financing activities
|
2,531,938
|
1,395,971
|
12,132,993
|
|||||||
Comprehensive
gain/(loss) on translation
|
23,414
|
(39,366
|
)
|
(20,464
|
)
|
|||||
Net
increase (decrease) in cash
|
23,366
|
11,489
|
31,446
|
|||||||
Cash,
beginning of period
|
8,080
|
5,517
|
—
|
|||||||
Cash,
end of period
|
$
|
31,446
|
$
|
17,006
|
$
|
31,446
|
6
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Supplemental
Disclosure of non-cash
|
||||||||||
Investing
and financing activities:
|
||||||||||
Issuance
of stock for intellectual property
|
$
|
—
|
$
|
—
|
$
|
4,836,373
|
||||
Issuance
of stock for services
|
$
|
398,178
|
$
|
319,813
|
$
|
6,786,673
|
||||
Issuance
of stock subscribed
|
-
|
-
|
50,000
|
|||||||
Issuance
of stock for acquisition of Methgen Inc.
|
-
|
-
|
496,405
|
|||||||
Issuance
of stock for CO2 License
|
-
|
-
|
6,000,000
|
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
7
EESTECH,
INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
AND
CUMULATIVE FROM INCEPTION APRIL 26, 2000 TO JUNE 30, 2008
(UNAUDITED)
1. INTERIM
FINANCIAL INFORMATION
The
consolidated financial statements of EESTech, Inc. (the “Company”), and its
wholly-owned subsidiaries EESTech Australia Pty Ltd., Methgen, Inc. and Methgen
Limited, as of June 30, 2008, and for the six months ended June 30, 2008
and
2007, and related footnote information are unaudited. All adjustments
(consisting only of normal recurring adjustments) have been made that, in
the
opinion of management, are necessary for a fair presentation. Results of
operations for the interim period are not necessarily indicative of the results
that may be expected for any other interim period or any full year. The balance
sheet at December 31, 2007, was derived from audited financial
statements.
The
unaudited consolidated financial statements included herein have been prepared
in accordance with accounting principles generally accepted in the United
Sates
for interim financial information and with the instructions to Form 10-Q
and
Article 8-03 of Regulation S-X. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted.
These unaudited consolidated financial statements should be read in conjunction
with the financial statements and notes for the fiscal year ended December
31,
2007, included in the Company's Annual Report on Form 10-KSB.
2.
ORGANIZATION
AND HISTORY
EESTech,
Inc. (the "Company"), a Delaware corporation, was incorporated on April 26,
2000.
On
June
8, 2000, the Company acquired water purification technology, which removes
impurities from water and improves quantity. The Company intends to sell
or
otherwise provide on a revenue-producing basis, systems, which will allow
customers to purify water at the source. The Company has completed its prototype
units and is in the process of marketing a commercial product.
The
Company has been in the development stage since its inception, April 26,
2000.
It is primarily engaged in raising capital and developing a marketable
commercial water purification product.
EESTech
Australia Pty Ltd. (a wholly-owned subsidiary) was formed in December 2002.
EESTech Australia Pty. Ltd. worked with the Company to market the JetWater
System in Australia.
Methgen
Inc. and its wholly-owned subsidiary, Methgen Limited, were acquired in July
2006 and worked in tandem with the Company in marketing the Hybrid Coal and
Gas
Turbine System in the United States and China.
On
July
25, 2007, for cash of $461,881, the Company completed the acquisition of
the 50%
interest that the Australian Government’s Research entity the Commonwealth
Scientific and Industrial Research Organization (CSIRO) held in ComEnergy
Pty
Ltd. At the time of the acquisition ComEnergy Pty Ltd held the exclusive
international license for the Hybrid Coal & Gas Turbine Technology (“HCGT”)
from CSIRO. Subsequently, the Company achieved a post condition in the fourth
quarter of the 2007 fiscal year that initiated the CSIRO transferring its
rights
and interests in the HCGT technology to EESTech Inc. As at the date of this
filing CSIRO have signed a Deed of Assignment transferring all rights and
ownership of the registration of Patents in 12 jurisdictions world wide.
Consequently, the Company has valued the patents transferred to it from CSIRO
as
the payment made for the acquisition of the CSIRO’s interest in ComEnergy.
8
On
August
2, 2007, the Company incorporated three wholly-owned subsidiaries, EESTech
Technologies Pty Ltd, EESTech Research Pty Ltd and EESTech Commercial Pty
Ltd.
These entities have been established to manage the Company’s intellectual
property assets. As at June 30, 2008, the subsidiaries had not engaged in
any
activities and none of the Company’s intellectual property had been transferred
into the entities.
On
September 24, 2007, the Company entered into a Share Swap Agreement with
HTC
Hydrogen Technologies Corp., a Canadian company (HTC), to enable EESTech
Inc. to
gain access to a technology for carbon catchment and storage (CCS). The
Agreement involved the Company issuing 10 million shares of its common stock
to
HTC in exchange for it being issued all the capital in CO2 Technologies Pty
Ltd,
a special purpose company that holds the License to commercialize the CCS
technology in The People’s Republic of China, India and Asia
Pacific.
3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES
OF CONSOLIDATION
The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. The financial statements have
been
consolidated with the parent company and all inter-company transactions and
balances have been eliminated in consolidation.
PROPERTY
AND EQUIPMENT
Property
and equipment is stated at cost and depreciated using the straight-line method
over the estimated useful lives of the assets, which is three to seven years.
Equipment recorded under capitalized leases totaled $54,930 at June 30, 2008
and
December 31, 2007.
CAPITAL
LEASE
The
Company’s wholly-owned subsidiary, Methgen Limited, has entered into two leases
in Australia, one for a motor vehicle and the other for a boiler. They are
the
subject of financial lease arrangements and are each for duration of 60 months.
INTELLECTUAL
PROPERTY
The
cost
of the intellectual property acquired is being amortized on a straight-line
basis over its useful life of 20 years. No amortization expense was charged
to
operations for the six months ended June 30, 2008 and 2007. An amount of
$1,200,466 was charged through the period from inception to June 30, 2008.
In
relation to the intellectual property for the HCGT Patents The Company intends
to amortize such intellectual property over 20 years, commencing in 2008.
In
relation to the CCS license it is a perpetual license with no definitive
termination period. The Board has not at this time addressed the issue of
an
amortization program for this asset. The Company intends to make a decision,
regarding further amortization during the 2008 fiscal year.
USE
OF
ESTIMATES
The
preparation of financial statements in accordance 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, and the
reported amounts of revenues and expenses during the reporting period. The
Company has only used estimates for relatively minor accruals when it is
not in
possession of actual invoices after the balance date. The Company accounts
for all its foreign subsidiaries on the same basis. Actual results could
differ
from those estimates.
9
INCOME
TAXES
Deferred
income taxes are reported using the liability method. Deferred tax assets
are
recognized for deductible temporary differences and deferred tax liabilities
are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their
tax
bases. The components of the deferred tax assets and liabilities are classified
as current and non-current based on their characteristics. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management it
is
more likely than not that some portion or all of the deferred tax assets
will
not be realized through future operations. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date
of
enactment.
NET
LOSS PER SHARE
In
accordance with Statement of Financial Accounting Standard (SFAS) No. 128
“Earnings Per Share,” the Company presents basic and diluted earnings per share
for all periods presented. The computation of loss per common share (basic
and
diluted) is based on the weighted average number of shares actually outstanding
during the period. The Company has no common stock equivalents, which would
dilute earnings per share.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Financial
instruments consist principally of cash and payables. The estimated fair
values
of these instruments approximate their carrying value.
FOREIGN
CURRENCY TRANSLATION
The
functional currency of the Company's foreign operations is Australian Dollars.
The Company translates the foreign currency financial statements of its foreign
operations in accordance with generally accepted accounting principles by
translating balance sheet accounts at the appropriate closing exchange rate
on
the balance sheet date and the income statement accounts using the prevailing
exchange rates at the transaction date. Translation gains and losses are
recorded in stockholders’ equity and realized gains and losses are reflected in
operations. The translation exchange gain (loss) for the six months ended
June
30, 2008 and 2007 was $23,414 and ($39,366), respectively.
RESEARCH
AND DEVELOPMENT COSTS
The
Company is continuing to evaluate the commercial process of establishing
the
technological feasibility of its purchased water purification system. All
costs
incurred related to the purification system have been charged to expense.
There
have been no research and development expenses incurred in fiscal year 2007
or
in the six months ended June 30, 2008. There have been no research and
development costs incurred by the Company in relation to the HCGT technology
or
the CCS technology.
ADVERTISING
EXPENSES
The
Company has not incurred any advertising expense during the six months ended
June 30, 2008, as it has focused on achieving marketable products. The board
of
directors does not have a defined policy at this stage regarding marketing
and
advertising expenses. However, it has identified those markets where it
anticipates the most success, including, but not limited to, China, Australia
and the United States. Marketing will be conducted on a direct
basis.
10
VALUATION
OF LICENCES AND PATENTS
The
Company has acquired the patents for the HCGT technology and the license
for the
CCS technology. In both cases, the Company is of the opinion that the
technologies are in an advanced stage that would facilitate their
commercialization without further research and development. The value of
these
assets is based upon their respective purchase prices. The Company has concluded
that both technologies have a market value as at June 30, 2008 that would
be
generated should they be disposed of. Consequently the Company does not consider
them impaired.
On
September 29, 2007, HTC entered into a CCS Technology License Agreement with
CO2
Technologies (CO2) to grant to CO2, under all of HTC’s intellectual property
licensing rights, an exclusive, perpetual non-restrictive, sub licensable,
fully
paid up License to use in People’s Republic of China, India and Asia Pacific
(including Australia, New Zealand, Malaysia, Singapore, Brunei, Indonesia,
Philippines, Thailand and Japan).
Since
the
Company entered into the License Agreement, the Licensor (HTC) has successfully
introduced the CCS technology internationally. The HTC market capitalization
has
risen from CAD$27.8 million to CAD$71.57 million on July 1, 2008. The Company
believes that this may indicate market acceptance of the intrinsic value
of the
technology.
The
directors of the Company have viewed the increase in the HTC market
capitalization to have a complementary increase in the CCS License value.
Hence
the original value of USD6,000,000 is assessed as being commercial.
The
Board
concluded at the time of the negotiations that the geographical area covered
by
the CO2 License could reasonably represent 25% of the then perceived license
value. Consequently the Company issued 10 million shares at a strike price
of
USD0.60.
The
Company further concluded that with its ability to interface the CCS technology
with its own HCGT technology in the territories available under the CCS License
would significantly enhance the revenue stream flowing to the Company.
IMPAIRMENT
OF LONG-LIVED ASSETS
In
accordance with SFAS 144, “Accounting for the Impairment or Disposal of
Long-lived Assets” the Company quarterly reviews its long-lived assets to be
held and used by the Company to determine whether any events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. The Company bases its evaluation on such impairment indicators
as
the nature of the assets, the future economic benefit of the assets, any
historical or future profitability measurements, as well as other external
market conditions or factors that may be present. If such impairment indicators
are present or other factors exist that indicate that the carrying amount
of the
asset may not be recoverable, the Company determines whether impairment has
occurred through the use of an undiscounted cash flow analysis of assets
at the
lowest level for which identifiable cash flows exist. If impairment has
occurred, the Company recognizes a loss for the difference between the carrying
amounts and the estimated value of the asset. The fair value of the asset
is
measured using quoted market prices or, in the absence of quoted market prices,
fair value is based on an estimated discounted cash flow analysis. The Company
reduced the carrying value of the intellectual property to its net realizable
value and recorded an impairment loss of $1,000,000 and $3,300,000 for the
years
ended December 31, 2001 and 2004, respectively, in accordance with SFAS 121,
which was superseded by SFAS 144.
STOCK-BASED
COMPENSATION
The
Company accounts for stock-based compensation in accordance with SFAS 123(R).
In
determining stock-based compensation, the Company considers various factors
in
the calculation of fair value using the Black-Scholes pricing model. These
factors include volatility, expected term of the options and forfeiture rates.
A
change in these factors could result in differences in the stock-based
compensation expense. The Company amortizes stock-based compensation
expense on a straight-line basis over the requisite service period. There
is
no stock-based compensation expense for the six months ended June 30, 2008
and
2007.
11
RECENT
ACCOUNTING PRONOUNCEMENTS
In
September 2006, the FASB issued SFAS No. 157,
Fair
Value Measurements
. SFAS
No. 157 provides accounting guidance on the definition of fair value,
establishes a framework for measuring fair value and requires expanded
disclosures about fair value measurements. SFAS 157 is effective for the
Company
starting January 1, 2008 and did not have an impact on the Company as the
Company does not have financial instruments subject to the expanded disclosure
requirements of SFAS 157. In February 2008, the FASB issued FASB Staff Position
FAS 157-2, Effective Date of FASB Statement No. 157, which provides a one
year
delay of the effective date of FAS 157 as it relates to nonfinancial assets
and
liabilities, except those that are recognized or disclosed at fair value
in the
financial statements on a recurring basis (at least annually). The provisions
of
SFAS 157 relating to nonfinancial assets and liabilities will be effective
as of
the beginning of the Company’s 2009 fiscal year.
Effective
January 1, 2008, the Company adopted SFAS No. 159 (“FAS 159”), “The Fair Value
Option for Financial Assets and Financial Liabilities – Including an Amendment
of FASB Statement No. 115.” FAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value, and establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that choose different measurement attributes for similar
types
of assets and liabilities. The adoption of FAS 159 had no impact on the
Company’s financial statements as the Company did not elect the fair value
option.
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”). SFAS 141R revises the principles and requirements for how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non controlling interest in the acquiree,
and the goodwill acquired in a business combination or gain from a bargain
purchase. SFAS 141R also revises the principles and requirements for how
the
acquirer determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. This pronouncement will be effective for the Company
on
January 1, 2009. The Company is currently evaluating the impact, if any,
that
SFAS 141R will have on its financial position or results of
operations.
Also
in
December 2007, the FASB issued SFAS No. 160, “Non controlling Interest in
Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 amends ARB No. 51 to establish accounting and reporting standards
for
the non controlling interest in a subsidiary and for the deconsolidation
of a
subsidiary. This pronouncement will be effective for the Company on January
1,
2009. The Company is currently evaluating the impact, if any, that SFAS 160
will
have on its financial position or results of operations.
In
March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"). SFAS 161 requires companies with
derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The Company is currently
evaluating the impact, if any, that SFAS 161 will have on its financial position
or results of operations.
In
May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles (“SFAS No. 162”). SFAS 162 identifies a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles for nongovernmental entities (the
“Hierarchy”). The Hierarchy within SFAS 162 is consistent with that previously
defined in the AICPA Statement on Auditing Standards No. 69, “The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting
Principles”
(“SAS
69”). SFAS 162 is effective 60 days following the United States Securities and
Exchange Commission’s (the “SEC”) approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, “The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles”. The
adoption of SFAS 162 will not have a material effect on the Consolidated
Financial Statements because the Company has utilized the guidance within
SAS
69.
12
In
May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60 (“SFAS No.
163”). SFAS 163 requires recognition of an insurance claim liability prior to
an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
all interim periods within those fiscal years. Early application is not
permitted. The Company’s adoption of SFAS 163 will not have a material effect on
the Consolidated Financial Statements
4.
GOING
CONCERN
The
accompanying financial statements, which have been prepared in conformity
with
accounting principles generally accepted in the United States of America,
contemplates the continuation of the Company as a going concern. However,
the
Company has been in the development stage since its inception (April 26,
2000),
sustained significant losses, $22,178,949 and has used capital raised through
the issuance of stock to fund activities. Continuation of the Company as
a going
concern is contingent upon establishing and achieving profitable operations.
Such operations will require management to secure additional financing for
the
Company in the form of debt or equity.
Management
believes that actions currently being taken to revise the Company’s funding
requirements will allow the Company to continue its development stage
operations. However, there is no assurance that the necessary funds will
be
realized by securing debt or through stock offerings.
5.
INTELLECTUAL
PROPERTY
On
June
8, 2000, the Company purchased ownership rights to certain water purification
intellectual property and technology, and a related system from Global Power
& Water, Inc. (Global), which includes a pending Australian patent
application, certain other patent rights, copyrights, design rights, trademark
rights, and any other rights that may exist at any time in relation to this
product. The Company issued 4,000,000 shares of common stock valued at $4,000
for the purchase of this technology. In addition, the agreement called for
the
Company to issue 1,000,000 shares when the technology has reached a point
of
technological feasibility and 1,000,000 shares when Global has produced a
fully
working prototype of the JetWater System that is ready for large scale
production and deployment in commercial applications. The first 1,000,000
shares
were issued in January 2001. The second 1,000,000 shares were issued in March
2004.
In
addition, the Company entered into a five year agreement in June 2000 with
Global to assist in the development of a workable prototype. The Company
paid
Global $80,000 per year until the marketable prototype was completed in 2002.
The Company paid annual payments of $100,000 until June 2005 when the agreement
ran out and was not renewed. During the year ended December 31, 2005, the
Company paid $50,000 under the agreement.
In
July
2006, the Company acquired the exclusive license for North America to exploit
the Hybrid Coal and Gas Turbine Technology (HCGT) for electricity generation
by
acquiring the common stock of Methgen, Inc. for 763,700 shares of common
stock
of the Company, which were valued at $496,405 based on the closing
price of the shares on the date of acquisition. The Company’s acquisition
included a license recorded by Methgen valued at $536,373. The Company believes
that it may not be able to recover the carrying amounts of these assets and
has
charged income for impairment of the license.
On
June
1, 2007, the Company acquired the balance of the equity it did not already
hold
in Liquatech Pty Ltd. (Liquatech). Through its wholly-owned subsidiary,
Liquatech Turbine Pty Ltd, it held a 50% interest in ComEnergy Pty Ltd. The
remaining 50% was held by the Commonwealth Scientific & Industrial Research
Organisation (CSIRO). As of June 30, 2008, Liquatech Turbine held no assets
other than the shares in ComEnergy Pty Ltd. ComEnergy had not generated any
revenues. Its intrinsic value related to its future income generation. Liquatech
or Comenergy did not have any business as defined by SFAS141 and therefore
the
entities were not consolidated in the Company’s Accounts as at March 31,
2008.
13
On
June
1, 2007, the Company acquired the 50% interest that CSIRO held in ComEnergy
Pty
Ltd for $461,881. ComEnergy holds an exclusive international license for
the
HCGT technology.
On
September 24, 2007, the Company entered into a Share Swap Agreement with
Canadian company HTC Hydrogen Technologies Corporation that provided for
the
Company to issue 10,000,000 shares of its common stock (valued as at settlement
date at $6,000,000) to HTC in exchange for it receiving all the issued shares
in
CO2 Technologies Pty Ltd. CO2 Technologies holds the exclusive License for
the
commercialization of the Carbon Capture and Storage technology for The People’s
Republic of China, India and East Asia. CO2 Technologies Pty Ltd is the holder
of a License and did not have any business as defined by SFAS141. Therefore,
the
entity was not consolidated in the Company’s Accounts as at June 30,
2008.
On
October 22, 2007, the Company satisfied a condition precedent to permit the
CSIRO to assign the rights and ownership of patents for the HCGT technology.
As
at July 1, 2008, the formal Deed of Assignment for the Patents registered
in 12
international jurisdiction has been executed and instructions are being issued
to the Patent Attorney to register such assignments.
14
6.
COMMON
STOCK
During
the year ended December 31, 2003, the Company issued 583,985 shares of common
stock for cash at $1.50 per share for total proceeds of $876,054.
In
November 2003, the Company issued 50,000 shares of common stock in payment
for
services, which it valued at fair market value at the date of issuance for
$190,000.
During
the year ended December 31, 2004, the Company issued 1,000,000 shares of
common
stock in payment of intellectual property and 30,000 shares of common stock
for
services at the closing stock price on the date of issue, $3,300,000 and
$37,500, respectively. The Company issued 978,370 shares of common stock
for
cash proceeds of $617,127 and 29,398 shares of common stock that had been
subscribed in 2003, for total proceeds of $44,097.
During
the year ended December 31, 2005, the Company issued 78,784 shares of common
stock for services at the closing stock price on the date of issue $97,838.
The
Company issued 1,840,750 shares of common stock for cash proceeds of $967,288,
2,004,888 shares of common stock that had been subscribed in 2004 for total
proceeds of $890,230 and 588,235 shares of common stock for a note payable
of
$300,000
During
the year ended December 31, 2006, the Company issued 622,627 shares of common
stock for services, valued as at the closing stock price on the date of issue
of
$541,225. The Company issued 2,192,691 shares of common stock for cash proceeds
of $936,823 including 62,500 shares of common stock that had been subscribed
in
2005 for $50,000. The Company issued 763,700 shares of common stock to acquire
the licenses held by Methgen, Inc. valued at the closing stock price on the
date
of acquisition or $496,405.
During
the year ended December 31, 2007, the Company issued 6,489,989 shares of
common
stock for services at the closing stock price on the date of issue of
$5,521,282. The Company issued 8,224,322 shares of common stock for cash
proceeds of $3,115,465. The Company issued 10,000,000 shares of common stock
for
the purchase of the License from HTC for the Carbon Capture and Storage
technology at the closing stock price on the date of issue
$6,000,000.
During
the six months ended June 30, 2008, the Company issued 3,148,650 shares of
common stock for cash proceeds of $2,535,484. The Company issued 660,670
shares
of common stock, for services, to Directors, Officers and Consultants at
the
closing price on the date of issue of $398,179.
7.
SHAREHOLDER
LOANS
During
the year ended December 31, 2005, the Company converted a shareholder loan
of
$300,000 into shares of common stock. The conversion ratio was the principal
balance of the loan divided by the current market price of the Company’s common
stock on the conversion date.
During
the year ended December 31, 2005, additional shareholder loans were received
in
amount of $245,249. The loans bear no interest and are due on
demand.
During
the year ended December 31, 2006, additional shareholder loans were received
in
amount of $29,970. These loans bear no interest and are due on
demand.
During
the year ended December 31, 2007, the shareholder loans were reduced by
repayments of $52,162.
During
the six months ended June 30, 2008, the shareholder loans were increased
by
$12,143.
15
8.
SEGMENT
INFORMATION
The
Company has adopted FAS Statement No. 131, “Disclosures about Segments of a
Business Enterprise and Related Information.” The Company’s marketing and
research and development activity is administered in two operating segments:
United States and Australia.
|
|
United
States
|
Australia
|
|||||||
|
|
|
|
|||||||
Net
Loss for six months ended June 30
|
2008
|
$
|
(1,747,021
|
)
|
$
|
115,109
|
||||
|
2007
|
$
|
(1,258,889
|
)
|
$
|
(517,127
|
)
|
|||
Long
lived assets (net)
|
2008
|
$
|
6,479,316
|
$
|
50,686
|
|||||
|
2007
|
$
|
6,469,389
|
$
|
47,415
|
9.
COMMITMENTS
AND CONTINGENCIES
Power
Supply Agreements
On
September 5, 2007, the Company, on behalf of itself and its affiliates, entered
into the HCGT Projects Power Purchase & Fuel Supply Agreement (the “Supply
Agreement”) with Shanxi & Taiyuan (S&T), on S&T’s own behalf and on
behalf of the following coal companies and bureaus domestic to the PRC
(collectively, the “Groups”): Shanxi Taiyuan Xishan Coal Industries Group;
Shanxi Datong Coal Industries Group; Shanxi Yangchuan Coal Industries Group;
Shanxi Huozhou Coal Industries Group; Shanxi Lu-an coal Industries Group;
Shanxi
Jincheng Coal Industries Group; Hebei Fengfeng Coal Industries Group; Hebei
Kailuan Coal Industries Group; Liaoning Fuxin Coal Industries Group; Ningxia
Shenhua Tai-xi Coal Industries Group; Inner Mongolia Shenhua Wuda Coal
Industries Group; and Inner Mongolia Baotou Coal Industries Group. As of
September 5, 2007, neither the Company nor its affiliates had a material
relationship with S&T or the Groups unrelated to the Supply
Agreement.
The
Supply Agreement represents agreed model terms and conditions upon which
S&T
will enter into Power Purchase & Fuel Supply Agreements. The agreed model
terms provide for Power Purchase & Fuel Supply Agreements having a term of
20 years, and provides the specific volumes of low grade coal, low density
methane gas, and fresh water (collectively, the “inputs”) that each of the
Groups will deliver to the Company during the 20-year term of the Projects.
The
Supply Agreement also details the quality of each of the inputs to be delivered
by each of the Groups. The Supply Agreement also obligates each of the groups
to
purchase 100% of the electric power generated by the Projects at that Group’s
coal mining site, as well as the estimated amount of electric power to be
delivered by each Project. Finally, the Supply Agreement sets forth the general
rights and obligations of each of the Company, S&T, and the Groups with
respect to the Projects’ sites and the delivery of the electricity generated by
the Projects.
As
at
June 30, 2008, the Company does not have any quantifiable contingent liabilities
as the supply agreements are only in “draft” form. It will not be until the
actual Power purchase Agreements are entered into that formal commitments
and
contingencies will arise.
Other
On
June
13, 2008 the Company entered into a Share Settlement Agreement, that amended
the
original agreements with Global Power and Water and Gregory Paxton dated
July 3,
2006. The agreements was entered into in connection with the exchange of
shares
of the Company’s common stock for shares of Liquatech Pty Ltd. common stock. The
Company is now obligated to issue 236,120 shares of the Company’s common stock.
As at June 30, 2008, the actual issuance of the stock has been mutually deferred
to mid July 2008.
16
ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
FORWARD-LOOKING
STATEMENTS
All
forward-looking statements contained herein are deemed by the Company to
be
covered by and to quality for the safe harbor protection provided by the
Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
be
identified by the use of forward-looking terminology such as "may," "will,"
"project," "expect," "believe," "estimate," "anticipate," "intend," "continue,
"potential," "opportunity" or similar terms, variations of those terms or
the
negative of those terms or other variations of those terms or comparable
words
or expressions. Shareholders and prospective shareholders should understand
that
several factors govern whether any forward-looking statement contained herein
will be or can be achieved. Any one of those factors could cause actual results
to differ materially from those projected herein. These forward-looking
statements include plans and objectives of management for future operations,
including plans and objectives relating to the products and the future economic
performance of the Company. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive
and
market conditions, future business decisions, and the time and money required
to
successfully complete development projects, all of which are difficult or
impossible to predict accurately and many of which are beyond the control
of the
Company. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of those
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in any of the forward-looking statements contained
herein will be realized. Based upon actual experience and business development,
the Company may alter its marketing, capital expenditure plans or other budgets,
which may in turn affect the Company’s results of operations. In light of the
significant uncertainties inherent in the forward-looking statements included
therein, the inclusion of any such statement should not be regarded as a
representation by the Company or any other person that the objectives or
plans
of the Company will be achieved. See the Company's Annual Report on Form
10-KSB
for fiscal year ended December 31, 2007 for a description of certain of the
known risks and uncertainties of the Company.
Company
History
EESTech
Inc.
EESTech,
Inc. (the “Company”, “us”, or “we”) was incorporated and commenced operations on
April 26, 2000. The Company was formed to seek out and acquire promising
technologies with the intent of bringing them to commercialization. In June
2006, the Company changed its name from “Aqua Dyne, Inc.” to “EESTech,
Inc.”
EESTech
Australia Pty Ltd.
In
December 2002, a wholly-owned subsidiary of the Company, Aqua Dyne Australia
Pty
Ltd. (now known as EESTech Australia Pty Ltd.), was formed under the laws
of
Australia. EESTech Australia Pty Ltd. was formed to conduct the Company’s
operations in Australia. Since then, a management and operations team has
been
assembled that includes experienced persons in the areas of product development,
sales and marketing, project analysis and feasibility, quality and compliance,
production and engineering, and office management.
Methgen,
Inc.
On
July
3, 2006, the Company completed the acquisition of Methgen Inc. (“Methgen”) by
acquiring 100% of the issued and outstanding shares of common stock of Methgen.
Pursuant to the transaction, the Company issued 763,700 shares of its common
stock to eight shareholders of Methgen. In exchange, the Company received
763,700 shares of common stock of Methgen. Methgen’s sole asset was a license
for the marketing and production rights to the Hybrid Coal Gas Turbine (HCGT)
intellectual property in the United States. The license was subsequently
rescinded in February 2007 and the outstanding licence fee, payable to the
Licensor ComEnergy Pty Ltd, was waived.
17
Liquatech
Pty Ltd
On
July
3, 2006, the Company entered into a Share Sale Agreement with Global Power
and
Water, Inc. and Liquatech Pty Ltd. and a Share Sale Agreement with Gregory
Paxton and Liquatech Pty Ltd. Under the agreements, the Company will acquire
a
58% interest in Liquatech Pty Ltd. In accordance with the terms and conditions
of the agreements, the Company will issue 999,268 shares of its common stock
to
Greg Paxton, a consultant to the Company’s Research & Development Division,
and 552 shares of its common stock to Global Power and Water, Inc. In exchange,
the Company will receive 999,820 shares of common stock of Liquatech Pty
Ltd.
The final settlement has been delayed pending resolution of a number of due
diligence matters.
On
June
1, 2007, the Company completed a transaction involving the acquisition by
EESTech Inc. of 42% of the issued capital of Liquatech Pty Ltd from two
shareholders John Hocken and Jovecroft Pty Ltd. This required an outlay by
EESTech Inc of $8.
Liquatech
Pty Ltd. is a holding company that has a wholly-owned subsidiary, Liquatech
Turbine Pty Ltd. As at December 31, 2007, Liquatech Turbine Pty Ltd. and
EESTech
Inc each own 50% of a joint venture entity known as ComEnergy Pty Ltd. EESTech
Inc, in July 2007, acquired the 50% in ComEnergy Pty Ltd previously held
by the
Australian Government’s Commonwealth Scientific and Industrial Research
Organisation (CSIRO). In January 2008, Liquatech Turbine’s stockholding in
ComEnergy Pty Ltd. was transferred to EESTech Inc. The transaction did not
involve any monetary consideration.
As
the
Company has now acquired the patents for the HCGT technology, it is no longer
necessary to complete the acquisition of the remaining equity in Liquatech
Pty
Ltd. The Company is currently considering various options relating to its
contractual obligations to Global Power and Water Pty Ltd and Greg Paxton
and
the need to complete the acquisition of the company’s issued
capital.
ComEnergy
Pty Ltd
On
July
25, 2007, the Company completed the acquisition for cash (USD461,881) of
the 50%
interest that CSIRO held in ComEnergy Pty Ltd (ComEnergy), which at that
time
held the international Licence from CSIRO for the HCGT technology. The HCGT
technology involves the burning of vented air methane and/or coal mine methane
along with waste coal to drive a gas or steam turbine. The technology also
enables the burning of a range of biomass products. We believe there are
opportunities for synergy between the HCGT technology and the JetWater System
(owned by EESTech) by operating as a “closed circuit” to produce electricity and
use desalinated ground water for turbine cooling.
As
ComEnergy has not begun any commercial operations since the date of acquisition
and its sole activity has been as the holder of the international licence
for
the HCGT technology from the CSIRO, the Company has concluded that it has
acquired an asset, not a business. Consequently, the Company has not
consolidated the accounts of ComEnergy.
ComEnergy
Pty Ltd. held the exclusive international marketing and production licence
to
the HCGT technology issued by the CSIRO. Following the completion of an
agreement by EESTech Inc with CSIRO the license, held by ComEnergy from CSIRO,
was terminated. EESTech Inc currently holds the patent ownership and all
rights
to the HCGT technology. The Company considers that the amount of USD461,881
represents the value attributable to the HCGT Patents acquired from the CSIRO
as
part of the conditions of acquiring the CSIRO interest in ComEnergy.
CO2
Technologies Pty Ltd
On
September 20, 2007, EESTech, Inc. entered into a Share Swap Agreement with
HTC
Hydrogen Technologies Corp (“HTC”), enabling the acquisition of HTC’s
wholly-owned Australian subsidiary CO2 Technologies Pty Ltd (“CO2”). CO2 is a
company formed under Australian law whose only asset is an exclusive license
to
commercialize the carbon capture and storage technology (the “CCS Technology”)
in the following regions: The People’s Republic of China, India and the Asia
Pacific region (including Australia, New Zealand, Malaysia, Singapore, Brunei,
Indonesia, the Philippines, Thailand, and Japan). This transaction involved
EESTech Inc issuing 10,000,000 shares of its Common Stock to
HTC.
18
As
CO2
has not begun its commercial operations since the date of acquisition and
its
sole activity has been as the holder of the Licence for the CCS Technology,
the
Company has concluded that it has acquired an asset, not a business.
Consequently the Company has not consolidated the accounts of CO2.
EESTech
Technologies Pty Ltd:
On
August
2, 2007, this company was incorporated. This entity will be the holder of
all
the company’s technology, intellectual property, trade marks and copyright. It
will license the intellectual property to EESTech Commercial Pty Ltd to
interface with international project proponents in the use of the
technologies.
EESTech
Commercial Pty Ltd:
This
entity was incorporated on August 2, 2007. This entity will be the holder
of
licences for the commercialisation and marketing of the technologies held
by
EESTech Technologies Pty Ltd. The Company will issue sub-licences to project
proponents and will in turn receive licence fees.
EESTech
Research Pty Ltd:
This
entity was incorporated on August 2, 2007. This entity will be engaged in
the
research and development to enhance the technologies controlled by EESTech
Technologies Pty Ltd.
Company
Overview
EESTech
Inc. is in the business of providing solutions utilizing Economic
and Environmentally
Sustainable
Technologies.
The Company does not intend to, itself, manufacture or fabricate any products.
The Company’s core business model is to provide engineering advice for solution
solving, including the identification of appropriate equipment. The Company
may
identify the appropriate equipment through its own products, other compatible
products from direct purchase, licenses, alliances with other companies,
design
customization, engagement of suppliers and management of quality assurance,
sale
of selected primary and secondary equipment and the management and appointment
of professionals involved in the construction and project management
function.
The
Company will primarily generate revenue through the engagement of suppliers,
selling selected primary and secondary equipment for each project, managing
the
appointment of professionals involved in the construction and project
management, providing engineering expertise for commissioning of projects
and
management of “after sales” services.
The
Company intends to pursue a strategic relationship with entities in The People’s
Republic of China (PRC) in the commercialization of the initial HCGT
Plant.
In
November 2007, the Company acquired a License from HTC Hydrogen Technologies
Corp (“HTC”) to commercialize the Carbon Capture and Storage technology (CCS).
The License allows the Company to commercialize the CCS technology in The
People’s Republic of China, India and the Asia Pacific region (including
Australia, New Zealand, Malaysia, Singapore, Brunei, Indonesia, the Philippines,
Thailand and Japan).
Sales
and Marketing
The
Company is currently engaged in promoting the commercialization of its three
primary products: a Hybrid Coal and Gas Turbine (HCGT) power plant; Carbon
Capture and Storage (CCS) and the JetWater System (JWS). These are Economic
and
Environmentally Sustainable Technologies that are being introduced to markets
in
Australia, PRC, South America, the United Arab Emirates and the United
States.
The
Company has a strategy for future expansion and commercialization of the
technologies to additional countries as the markets demand. The Company intends
to progressively target the eighteen signatory countries to the International
Methane to Market Program.
19
During
the year, the Company focused its marketing effort on businesses and governments
that have an imperative need to utilize waste gas and/or combustible waste
materials as an economical way to generate electricity and to address impure
water issues. A special effort has been focused on The People’s Republic of
China where there is a significant demand for the Company’s HCGT technology.
The
Company will seek to engage external specialists to complete construction
and
project management functions. These specialists will be engaged on the
capability of their regional representations and skills base. The Company
will
manage such appointments.
The
Company will initially utilize specialized technical personnel to carry out
all
commissioning functions. The Company plans to recover costs associated with
their personnel through project revenues. These responsibilities will be
carried
out by the external engineers so as to mitigate risks associated with quality
assurance and performance.
The
Company plans to provide customers with contracted services on maintenance
and
repair of its equipment. These services would be provided by “local” suitably
qualified entities that had been approved by the Company’s technical support
team.
Methgen,
Inc.
On
July
3, 2006, the Company completed the acquisition of Methgen Inc. (“Methgen”) by
acquiring 100% of the issued common stock of Methgen. Pursuant to the
transaction, the Company issued 763,700 shares of its common stock to eight
shareholders of Methgen. In exchange, the Company received 763,700 shares
of
common stock of Methgen. Methgen held a license for the marketing and production
rights to the Hybrid Coal and Gas Turbine intellectual property in the United
States.
In
February 2007 the license was rescinded.
Liquatech
Pty Ltd.
On
July
3, 2006, the Company entered into a Share Sale Agreement with Global Power
and
Water, Inc. and Liquatech Pty Ltd. and a Share Sale Agreement with Gregory
Paxton and Liquatech Pty Ltd. Under the agreements, the Company will acquire
a
58% interest in Liquatech Pty Ltd. In accordance with the terms and conditions
of the agreements, the Company will issue 999,268 shares of its common stock
to
Greg Paxton, a consultant to the Company’s Research & Development Division,
and 552 shares of its common stock to Global Power and Water, Inc. In exchange,
the Company will receive 999,820 shares of common stock of Liquatech Pty
Ltd.
There is a matter of dispute that may lead to the transaction being cancelled
and the shares being defaulted to EESTech Inc.
Liquatech
Pty Ltd. is a holding company that operates its business through its
wholly-owned subsidiary, Liquatech Turbine Pty Ltd. As at December 31, 2007,
Liquatech Turbine Pty Ltd. had transferred its 50% interest in ComEnergy
Pty Ltd
to EESTech Inc. ComEnergy Pty Ltd,. until September 2007, held the exclusive
international marketing and production rights to the HCGT intellectual property.
Following the transfer of the patents and other intellectual property associated
with the HCGT technology to the Company, the licence held by ComEnergy Pty
Ltd
lapsed.
The
HCGT
technology involves the burning of vented air methane and/or coal mine methane
along with waste coal to drive a gas or steam turbine. The technology also
enables the burning of a range of biomass products. We believe there are
opportunities for synergy between the HCGT technology and JetWater by operating
as a “closed circuit” to produce electricity and use desalinated ground water
for turbine cooling.
20
CO2
Technologies Pty Ltd
On
November 29, 2007, the Company entered into a Share Swap Agreement for CO2
Technologies Pty Ltd and a CCS Technology Licence Deed with HTC Hydrogen
Technologies Corp. This Agreement entitles EESTech to engage in the
commercialization of the CCS technology in a number of territories including
PRC, India, and Asia Pacific region (including Australia, New Zealand, Malaysia,
Singapore, Brunei, Indonesia, the Philippines, Thailand, and
Japan).
Product
and Technology Solutions
The
Company is currently engaged in promoting the commercialization of its three
primary products: a Hybrid Coal and Gas Turbine, or HCGT, power plant; Carbon
Capture and Storage and the JetWater System, all Economically and
Environmentally Sustainable Technologies, to markets in Australia, PRC, South
America, the United Arab Emirates and the United States. The HCGT system
and the
JetWater System have the capability to provide two different but compatible
benefits, or value propositions, to customers. The Company believes that
the CCS
technology has the capability to offer a cost effective solution to managing
carbon emissions.
JetWater
System
The
first
technology the Company acquired was the JetWater System (“JetWater”), an
evaporation-based technology for water purification. The JetWater technology
is
used for the recovery of near ultra pure quality water (i.e.,
distilled water) from a range of water and wastewater sources. The JetWater
System purifies and desalinates seawater, brackish groundwater, treated sewage
effluent and other types of wastewater to produce near ultra-pure quality
fresh
water. The JetWater System is based on mechanical vapour compression (MVC)
technology. The JetWater System actually replicates nature’s own water
purification process - evaporation and condensation to produce fresh
water.
The
JetWater System technology was acquired from Global Power & Water, Inc., a
Nevada corporation (“Global”), a corporation controlled by Greg Paxton, the
co-inventor of the JetWater System, for 4,000,000 shares of common stock
of the
Company. The agreement also called for Global to receive an additional 1,000,000
shares after the JetWater System passed an independent test proving the
technology and another 1,000,000 shares when Global produced a fully working
prototype that would be ready for large scale production and deployment in
commercial applications. The final 1,000,000 shares were issued in the first
quarter of 2004. A total of 6,000,000 shares have been issued pursuant to
the
Global agreement. In addition to selling to us all rights, ownership and
interest in the JetWater System, Greg Paxton, the inventor and principal
shareholder of Global assigned the rights to any improvements he may make
in the
technology in the future. Mr. Paxton and Global have also agreed to continue
on
an ongoing basis to perform engineering and technical support services
exclusively for the Company. We agreed to pay Global $80,000 per year until
a
working prototype was developed. After the prototype was developed the annual
payments increased to $100,000 per year. The agreement expired in June 2005
and
was not renewed.
Following
the acquisition of the patent rights and complete ownership of this technology,
the Company commenced testing JetWater. After completion of the independent
testing of the process, it designed, constructed and commissioned a pilot
unit
with a capacity of 0.5Ml/d. JetWater that has been used to demonstrate the
technology’s capabilities to potential customers who provide us with samples of
their water which requires purification. The feedwater supplied is processed
under operational conditions to determine whether JetWater can achieve the
outcome sought by the potential customer. The JetWater System provides solutions
to customers who wish to purify, desalinate or reuse water from a variety
of
sources. The Company believes that the JetWater System is particularly relevant
to environmentally sensitive situations where the client would like to maximize
fresh water recovery and minimize the volume of waste water. The JetWater
System
is based on a modular design. The production capacity of each module is 0.5
ML
per day. The total system production capacity can be increased incrementally
up
to 5ML/d total production capacity, with 0.5, 1.0 and 1.5 ML per day being
the
most common system configurations. A 0.5 ML/d JetWater System is capable
of
providing potable water to a community of approximately 2,000 to 3,000 people.
The JetWater System uses electrical power as its main energy
supply.
21
The
pilot
unit has proved up the technology but, with the Company’s change in focus to the
HCGT and CCS technologies, it has not actively pursued markets for the JetWater
system. It has explored scope for JetWater to interface with the other two
technologies as opposed to looking for stand alone applications. Consequently
while the technology is capable of full commercialization it has not generated
any sales revenues in the 2007 year.
Future
specific sales of JetWater Systems are expected to be driven by:
· |
Tighter
environmental regulations governing the disposal of waste
water;
|
· |
Rising
demand for fresh water;
|
· |
Scarcity
of new water supplies; and
|
· |
Strong
political support for water reuse in the United States, Europe
and
Australia.
|
Hybrid
Coal and Gas Turbine
The
Hybrid Coal and Gas Turbine, or HCGT, can use biomass or a combination of
fugitive methane from underground coal mines and waste coal as the fuel source
to generate between 5 megawatts and 30 megawatts of electric power, per
generating module. A typical system has an operating cost which is competitive
with large power stations. The HCGT technology has been developed over the
past
six years as part of a collaborative environmental research project with
the
Australian Government’s leading Science and Industry Research Organization and
industry groups.
The
Company anticipates that this technology should significantly reduce the
environmental impact of coal mining by lowering fugitive methane emissions
from
underground mines and reducing acid run-off and gaseous emissions from waste
coal stockpiles. At the same time it should deliver potentially significant
savings on power and waste coal management costs.
The
key
features of the HCGT technology are:
· |
5-30MW
electrical output;
|
· |
Utilizes
waste products for fuel;
|
· |
Destroys
methane at the sub-combustible concentrations in mine vent
air;
|
· |
Stable
operation with variable and low quality fuels, including
biomass;
|
· |
Based
on proven mainstream technology;
|
· |
Economically
viable and sustainable; and
|
· |
Able
to satisfy qualification requirements for greenhouse gas trading
schemes.
|
22
Detailed
research by the CSIRO indicates that the HCGT plant could enable coal miners
to
efficiently produce electric power using low cost fuel sources such as
ventilation, air methane, coal mine methane and waste coal. The HCGT process
is
expected to contribute significantly to improved environmental outcomes and
reduced greenhouse gas emissions. In many countries, HCGT projects may be
eligible to generate and trade carbon credits (depending on government
regulations) thereby creating an additional revenue stream for the mine.
HCGT
also has application in biomass power generation industry.
The
HCGT
technology has received the following international endorsements:
· |
Recognition
under the U.S. and Australian Federal Government’s joint “Climate Action
Partnership” as one of seven technologies selected for collaborative
assistance to encourage rapid up take in the market
place;
|
· |
Recognized
as a potential “Clean Development Mechanism” under the United Nations
Framework Convention for Climate Change;
and
|
· |
A
Clean Coal Technology recognized under the Methane to Markets
program.
|
The
HCGT
system sales are expected to be driven by the world’s rapidly growing demand for
electric power, which is expected to increase significantly by 2020. The
global
renewable energy is expected to grow at an even faster pace during this
period.
While
the
Company’s sales effort may include Australia and the United States its primary
focus is going to be the People’s Republic of China (PRC) in the short to medium
term .
The
Company anticipates that markets in the United States for both coal and biomass
will be affected by the successes in China.
Together
the HCGT and JetWater technologies should allow EESTech to simultaneously
take
full advantage of the global commercial opportunities offered by the exciting
high-growth renewable energy and water reuse market sectors. The Company
intends
to focus its initial primary sales efforts in Australia, China and the United
States where it believes it can efficiently and economically manage the initial
commercialization of its primary products, the JetWater and the HCGT
systems.
Carbon
Capture and Storage
The
coal
and gas fired electricity generation sector remains a major provider of base
load power throughout the world, due largely to the abundance of coal and
gas,
the low cost of generation and the maturity of the technology. However as
international consensus builds around the need to reduce Greenhouse Gas (GHG)
/
CO2 Emissions in the face of ever increasing concerns over global warming,
significant pressure has been placed on operators of GHG emitting plants,
industry groups, state and federal government to respond accordingly.
HTC’s
business is the development,
aggregation and commercialization of
proprietary technologies, relating to carbon dioxide (CO2) capture and storage
and enhanced oil recovery utilizing captured CO2. These technologies have
been
acquired, licensed, developed internally and developed in partnership with
the
University of Regina and The International Test Centre for CO2 Capture, a
leading centre of research for CO2 capture and storage.
The
Company and HTC have signed Memoranda of Understandings (MOU) with two Chinese
Coal and Power Groups and expect to sign MOUs with other Chinese coalmines
for
methane mitigation and the use of the C02 generated in the mitigation process
for enhanced oil recovery. The Company believes that for these initiatives
will
form the cornerstone for the Company’s marketing and production activities in
the PRC.
23
Over
12
years of CO2 Capture and Storage process development positions HTC as a leading
provider of cost effective CO2 management systems utilising advanced solvent-
based CO2 separation processes that can be scaled to meet the clean up
requirements required by industry.
Market
Overview
JetWater
The
principal markets for the JetWater
System
are centered upon providing environmental solutions to problematic wastewater
issues.
Specific
applications examples include:
· |
Mine
sites (with surplus saline mine water and processing
water);
|
· |
Pulp
mills and wood pulp
products;
|
·
|
Mineral
processing;
|
·
|
Power
generation;
|
·
|
Food
manufacture;
|
·
|
Municipal
landfill leachate; and
|
·
|
Other
water desalination processes (e.g..reverse
osmosis).
|
The
JetWater System facilitates zero liquid discharge and at the same time provides
pure distilled water, which is suited to a range of applications including
potable water supply, cooling tower makeup, industrial or mine reuse and
even
restoring environmental flows to natural water courses. In Australia alone,
there are nearly 180 coal mines either operating, under construction or planned.
Of these, the Company estimates that at least 30 mines have environmental
issues
associated with disposal or discharge of saline mine water. In the United
States, there are environmental issues with acid mine leachate water causing
environmental damage to thousands of miles of otherwise pristine river systems.
The Company believes the JetWater System (in conjunction with our HCGT
technology) could provide a permanent and environmentally sound solution
to this
problem.
One
of
the limiting factors that govern the implementation of reverse osmosis
desalination plants is the disposal of its reject brine water. The JetWater
System is expected, in many cases, to reduce or eliminate this environmental
issue through:
· |
Greatly
reducing the volume of reject brine
water;
|
·
|
In
some cases facilitating the recovery of valuable salt by-products;
and
|
·
|
Recovering
additional pure
water.
|
In
addition, the Company has also identified two particular and highly attractive
market opportunities for JetWater, which we believe combine with the traditional
market for MVC systems to form a much larger and exciting market potential.
These two opportunities are the United Arab Emirates and the Persian Gulf
Region
and market synergies with the HCGT system. The Company believes that there
are
significant marketing synergies between the HCGT system and the JetWater
System
because of the overlap of the prospective client base for each of these
technologies. However, specific marketing effort will not be devoted to these
markets in the immediate short term unless there are strong commercial
approaches.
24
HCGT
The
HCGT
technology has a number of applications both in Australia and internationally.
It provides a capability to utilize vent air methane or coal mine methane
with
waste coal or biomass fuels. Each of these applications possesses significant
capabilities in Australia and overseas. The World Energy Council reports
biomass
resources, excluding forest plantations and municipal solid waste, are
potentially the world’s largest and most sustainable energy resource, a
renewable resource comprising 220 billion oven-dry tonnes of annual primary
production. Predicated upon the CSIRO research, the annual bio-energy potential
is approximately 2900 EJ with 270 EJ being considered available on a sustainable
basis and at competitive prices. The Company believes that the problem is
not
availability but the management and delivery of energy to those who need
it.
Agricultural biomass residues are a large and under-exploited potential energy
resource, and present many opportunities for better utilization. Calculations
in
the mid-1990’s show that crop residues amounted to approximately 3.5 to 4
billion tonnes annually, with energy content representing 65 EJ, or equivalent
to 12 billion barrels of oil. For biomass energy to have a future, the Company
believs that it must be able to provide people with things they want, e.g.
lighting, electricity, water pumping, etc. The Company believs that modern
applications simply mean clean, convenient, efficient, reliable, economically
and environmentally sustainable.
The
Company intends to make the PRC its primary market focus because it considers
this to be the most favourable source of unit sales. The Company has already
negotiated three MOU’s and others are pending. The Company anticipates that
these market efforts should provide the Company with a steady sales program
over
the next 3-5 years.
Carbon
Capture and Storage (CCS)
Worldwide,
coal-fired power generation presently accounts for roughly 38% of total
electricity production. In some countries, such as China and India, it accounts
for as much as 50%, in Australia 70%. While coal use in some of the more
developed countries remains static, significant increases in coal-fired
generation capacity are taking place in many of the developing nations and
large
capacity increases are planned. As a consequence of the extensive investments
being made in many parts of the world, and because coal resources are far
more
abundant than other fossil fuel resources, also because power plants have
a long
working life, coal is expected to remain an important source of energy for
many
years. Coal’s on-going role underlines the importance of the minimization of its
environmental impacts, for both economic and environmental reasons. Power
plants
emit large quantities of CO2
and
the
rapid emergence of a carbon-constrained economy is bringing rise to regulatory
requirements calling for the reduction of CO2 emissions.
Utilization
of CO2 for Enhanced Oil Recovery (EOR) is creating a rapidly developing market
where depleted oil fields are suited to CO2 flooding. While a majority of
existing EOR projects utilize naturally existing CO2 supplies, the future
demand
for use of anthropogenic sources of CO2 is forecasted to be significant.
The
Company believes that these events are providing significant commercial
opportunities for the deployment of carbon capture and storage technologies.
While the market is in a formative stage, the majority of revenues are expected
to come from advisory and consulting contracts to provide CO2 emitters with
front end engineering and design services.
A
forecast over the next 5 years indicates that up to 10 major contracts are
planned for and these will be predominantly driven by supply of CO2 for enhanced
oil recovery. Market mechanisms that bring about a carbon price for captured
and
sequestered CO2 will emerge during this time and will provide possible upside
opportunities.
Key
near
term markets for CO2 capture and storage is where the major depleting oil
and
gas fields are situated, namely China, North America and Northern Europe,
and
the Middle East.
Intellectual
Property
There
are
three basic families of patents/patent applications with respect to the
JetWater System:
· |
Water
Distillation System (all based on Australian Provisional Patent
Application PQ5402/Filing date
02.02.00)
|
· |
Water
Distillation System (a different design to PQ5402 based on Australian
Provisional Patent Application 2004905255/Filing date
14.09.04)
|
· |
A
Distributor for a Flowable Medium (based on Aust Provisional Patent
Application 2005904279/Filing date
09.08.05)
|
25
The
patents have been lodged in Australia and other selected international locations
where the board of directors believes they afford the Company market protection.
These include China, the European Union, GCC, Africa, Japan, Singapore and
the
United States.
The
Company owns the rights and title to the intellectual property for the HCGT
technology having acquired same in the second half of 2007 from one of the
Australian Government’s Scientific and Industrial Research entities. This
includes:
·
|
A
Combustion Apparatus based upon Australian Provisional Patent Application
2006907028
|
The
Company has acquired an exclusive license for the Carbon Capture and Storage
technology from Hydrogen Technologies Corporation for commercialization in
The
Peoples’ Republic of China, India and Asia Pacific.
Product
Warranties
We
have
not yet determined what type of warranty, if any, will be offered on our
HCGT,
CCS and JetWater
System
units. We anticipate that performance guarantees will apply to most of our
systems.
Employees
Our
operations have been conducted by utilizing the services of specialist
consultants and contractors. The Company has only one direct employee, the
Company’s accountant. The CEO and CFO are employed as independent
consultants.
Financings
In
order
to raise funds necessary to complete tasks associated with the commercialization
of the Company’s initial technology, JetWater
System,
the Company completed an offering pursuant to Regulation D at $1.00 per share
for 997,000 shares of common stock solely to accredited investors. As of
March
31, 2001, $997,000 was raised in the offering. In fiscal year 2002, the Company
raised a total of $585,000 in a private placement at $1.00 per share. In
fiscal
year 2003 the Company borrowed $300,000 from its largest stockholder and
raised
$876,054 in a private placement at $1.50 per share. In fiscal year 2004,
the
company raised $617,127 from private placements. In fiscal year 2005, the
Company raised $917,288 from private placements. In fiscal year 2006, the
Company raised $936,823 from private placements. In fiscal year 2007, the
Company raised $3,115,465 from private placements of common stock and the
issuance of Convertible Notes and an Unsecured Convertible Loan. As at December
31, 2007 the Convertible instruments had all been converted into common stock.
In
January 2008 the Company entered into a Subscription Agreement for the issuance
of 2,500,000 shares at a strike price of $0.80. This raised an amount of
$2,000,000.
During
the six months ended June 30, 2008, the Company raised an additional $535,484
from several other private placements.
Plan
of Operations for the Fiscal Year ended December 31,
2008.
The
Company is pursuing opportunities in India for the commercialization of the
HCGT
and CCS technologies.
26
The
Company has also been approached by entities in the PRC to conduct feasibility
studies associated with the provision of the JetWater technology to remediate
contaminated ground water in one of its provinces.
The
component supply period for all these technologies is expected to be
approximately 18 months with a further 5 months for construction and
commissioning. The Company currently anticipates that progress payments from
one
or more international financiers will fund the project commitments without
the
need to have recourse to the Company. The strength of the anticipated projects
is the power purchase agreements with the end user entities.
Management
intends to continue its review of all activities of the Company. That process
includes: evaluating all professional relationships, reviewing the by-laws
and
all SEC regulatory and compliance issues required by SOX Regulation 404,
preparing a mission statement and corporate value statement, and assessing
the
financing requirements. Management believes that further funds will be required
to continue marketing the two technologies and to commence
deliveries.
Results
of Operations
The
Company has been in the developmental stage since its inception.
Net
Loss. The
Company’s net loss from inception (April 26, 2000) until June 30, 2008, was
$22,178,949. The net loss for the three months ended June 30, 2008 and 2007
was
$591,727 and $1,513,794 respectively and for the six months ended June 30,
2008,
and 2007 was $1,631,912 and $1,776,016, respectively. The Net Loss for the
three
months and six months ended June 30, 2008 include Unrealised foreign exchange
gains of $116,441 and $269,022 respectively. The accumulated loss to date
includes a $4,836,373 loss on impairment of intellectual property, for the
JetWater technology and goodwill.
General
Administrative Expenses. The
Company’s general administrative expenses from inception (April 26, 2000) until
June 30, 2008 were $16,439,920. It’s general administrative expenses for the
three months ended June 30, 2008 and 2007 were $714,746 and $1,514,817
respectively. During the quarter ended June 30, 2007 the company incurred
$674,000 Consulting Fees, $590,000 Legal and Patent Fees and overseas travel
$130,000 compared with $309,177 Consulting Fees and $205,363 Legal and Patent
Fees for 2008. For the six months ended June 30, 2008 and 2007 the expenses
were
$1,913,550 and $1,777,258, respectively. The increase of $136,292in 2008
is
spread across a range of cost classifications.
Research
and Development Expenses. The
Company’s research and development expenses from inception (April 26, 2000)
until June 30, 2007 were approximately $1,200,466. All costs were related
to the
process of establishing the technological feasibility of the water purification
system and consisted of approximately $697,000 for purchases of materials
and
equipment to develop a prototype of the water purification machine, $400,000
in
payments to Global Power & Water, Inc. and $103,000 in payments to other
consultants. There were no research and development expenses for the six
months
ended June 30, 2008 and 2007.
Impairment
loss on intellectual properties from inception (April 26, 2000) until June
30,
2007, was $4,836,373. During fiscal year 2006, the Company recorded an
impairment loss on the acquisition of a license ($536,373) from Methgen Inc.
There were no impairment losses for the six months ended June 30, 2008 and
2007.
Currently,
there are no signed contracts that will produce revenue and there can be
no
assurances that management will be successful in negotiating such contracts.
Management is pursuing other opportunities for CCS, JetWater, HCGT and other
related technologies.
Liquidity
and Capital Resources
As
of
June 30, 2008, the Company had a cash balance of $31,446.
27
From
the
inception of the Company, through June 30, 2008, net cash used in operations
of
$11,464,543 and net cash used in investing activities of $616,540 were financed
almost entirely by the issuance of shares of common stock in various private
placements for a total of $11,864,568 and a loan from a shareholder in the
amount of $230,046.
Working
Capital Balance
As
at
June 30, 2008, the Company had a negative working capital balance of $149,905.
This is reflective of the Shareholder loans of $235,200 These loans do not
bear
interest and have no repayment conditions hence they could be treated as
subordinated debt (equity). This would result in the Working Capital balance
being positive.
28
Additional
Equity/Debt Financings
The
Company has a “burn rate” that requires funding from either new equity raisings
and or debt. The Company had carried out this activity over the past 4 years
on
a planned funding approach. The Board is engaged in a strategy to continue
to
raise equity or use debt instruments to meet its funding needs. The Company
now
has stronger funding sources in international markets in the United Kingdom
and
the United States. In addition the Company is formulating a strategy to access
Asian markets that will complement its market penetration into the
PRC.
Going
Concern Considerations
Management
is cognizant of its obligations regarding the Going Concern Considerations
of
the Company. The directors monitor the financial obligations of the Company
to
help ensure that the Company is able to meet all its liabilities when they
fall
due.
Management
believes that actions currently being taken to revise the funding requirements
will allow the introduction of debt utilizing various financial
instruments.
Off-Balance
Sheet Arrangements
At
June
30, 2008, the Company did not have any transactions, obligations or
relationships that could be considered off-balance sheet
arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
N/A
ITEM
4 CONTROLS
AND PROCEDURES
We
carried out an evaluation as of June 30, 2008, under the supervision and
with
the participation of our management, including our Chief Executive Officer
and
Chief Financial Officer, of the effectiveness of the design and operation
of our
disclosure controls and procedures as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls
and
procedures are effective in timely alerting them to material information
relating to us (including our consolidated subsidiaries) required to be
disclosed in our reports under the Securities Exchange Act of 1934. In addition
based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective
in
ensuring that information required to be disclosed by us in the reports that
we
file or submit under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including the Chief Executive Officer and
Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosures.
There
have been no changes in our internal control over financial reporting that
occurred during the six months ended June 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
29
PART
II
OTHER
INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
None.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
During
the quarterly period ended March 31, 2008, the Company issued shares of its
common stock in the following transactions:
Date
Issued
|
Amount
|
Name
of Stockholder
|
Cash/Services
|
Description
of Transaction
|
|||||||||
April
11, 2008
|
$
|
8,640
|
Steve
Anderson
|
Services
|
Advisory
Board Entitlement
|
||||||||
April
11, 2008
|
$
|
18,000
|
Euan
Carlisle
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
April
11, 2008
|
$
|
18,000
|
Mark
Woodruff
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
April
14, 2008
|
$
|
6,000
|
Australia
Corporation Consulting Pty Ltd
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
April
14, 2008
|
$
|
10,000
|
M
Bailey
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
April
14, 2008
|
$
|
4,800
|
M
Bailey
|
Services
|
Director
entitlement
|
||||||||
April
14, 2008
|
$
|
4,800
|
G
Beeson
|
Services
|
Director
entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
Australia
Corporation Consulting Pty Ltd
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
Mar
27, 2008
|
$
|
10,834
|
M
Bailey
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
A
Krem
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
E
Edwards
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
G
Harris
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
S
Symms
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
S
Anderson
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
1,560
|
A
Harris
|
Services
|
Advisory
Board entitlementtf
|
||||||||
May
27, 2008
|
$
|
1,560
|
P
McCafferty
|
Services
|
Advisory
Board entitlement
|
||||||||
May
27, 2008
|
$
|
2,080
|
M
Vecchio
|
Services
|
Consultancy
entitlement
|
||||||||
May
27, 2008
|
$
|
476,592
|
Quicksilver
Limited
|
Cash
|
Private
Placement
|
||||||||
June
17, 2008
|
$
|
1,560
|
Australia
Corporation Consulting Pty Ltd
|
Services
|
Consultancy
Agreement entitlement
|
||||||||
June
17, 2008
|
$
|
10,834
|
M
Bailey
|
Services
|
Consultancy
Agreement entitlement
|
The
common stock in each of transactions described above was issued pursuant
to an
exemption provided by Section 4(2) of the Securities Act of 1933, as
amended.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
30
ITEM
5. OTHER INFORMATION.
None.
ITEM
6. EXHIBITS.
Exhibit
Number
|
|
Description
|
31
|
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant
to Section
302 of the Sarbanes-Oxley Act
|
|
|
|
32
|
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant
to Section
906 of the Sarbanes-Oxley Act
|
31
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
Dated:
July 31, 2008.
EESTECH,
INC.
|
|
|
|
By:
|
/s/
Murray Bailey
|
Name:
Murray Bailey
|
|
Title:
Chief Executive Officer
|
|
/s/Ian
Hutcheson
|
|
Name:
Ian Hutcheson
|
|
Title:
Chief Financial Officer
|
32