EXTREME BIODIESEL, INC. - Quarter Report: 2008 December (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
Quarterly
Report Under Section 13 or 15 (d) of
Securities
Exchange Act of 1934
For the
quarterly period ended December 31, 2008
Commission
File Number: 333- 152837
BIGWEST
ENVIRONMENTAL, Inc.
(Exact
Name of Issuer as Specified in Its Charter)
Nevada
|
8741
|
36-
4627722
|
State
of Incorporation
|
Primary
Standard Industrial
Employer
Classification
Code
Number #
|
I.R.S.
Identification No.
|
1350
W. Horizon Ridge Drive
Suite
1922
Henderson,
Nevada 89014
Phone
(702) 301-7333
(Address
and Telephone Number of Issuer's Principal Executive Offices)
Frank
Rossana
President
and Chief Executive Officer
1350
W. Horizon Ridge Drive
Suite
1922
Henderson,
Nevada 89014
Phone (702)
301-7333
(Name,
Address, and Telephone Number of Agent)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yesx Noo
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 o
|
Non-Accelerated
Filer o
|
(Do
not check if a smaller reporting company)
|
|
Accelerated
Filer o
|
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).
YES x NO
o
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13, 15(d) of the Exchange Act after the distribution of the
securities under a plan confirmed by a
court. YES NO
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer's classes of common stock
at the latest practicable date. As of February 13, 2009, the registrant had
11,019,500 shares of common stock, $0.001 par value, issued and
outstanding.
Transitional
Small Business Disclosure Format (Check
one): YES o NO
x
PART
I - FINANCIAL INFORMATION - UNAUDITED
|
||
Item
1.
|
Balance
Sheets as of December 31, 2008 and March 31, 208
|
F1
|
|
||
Statements
of Operations for the three and nine months ended December 31, 2008 and
the period of February 28, 2008 (inception) to December 31,
2008
|
F2
|
|
Statements
of Cash Flows for the nine months ended December 31, 2008 and the period
of February 28, 2008 (inception) to December 31, 2008
|
F3
|
|
Notes
to Unaudited Financial Statements
|
F4
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Plan
of Operations.
|
10
|
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
13
|
Item
4.
|
Controls
and Procedures
|
13
|
PART
II - OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
16
|
Item
1A.
|
Risk
Factors
|
16
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
Item
3.
|
Defaults
Upon Senior Securities
|
16
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
16
|
Item
5.
|
Other
Information
|
16
|
Item
6.
|
Exhibit
and Reports on Form 8-K
|
16
|
PART I -
FINANCIAL INFORMATION
Item
1. Financial Statements (Unaudited- Prepared by
Management)
BIGWEST
ENVIRONMENTAL, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
Unaudited
Financial Statements
For the
Three and Nine Months Ended December 31, 2008 and the
Period of
February 28, 2008 (Inception) to December 31, 2008
BIGWEST
ENVIRONMENTAL, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
Unaudited
Financial Statements
For the
Three and Nine Months Ended December 31, 2008 and the
Period of
February 28, 2008 (Inception) to December 31, 2008
TABLE
OF CONTENTS
Page(s)
|
|
Balance
Sheets as of December 31, 2008 and March 31, 208
|
F1
|
Statements
of Operations for the three and nine months ended December 31, 2008 and
the period of February 28, 2008 (inception) to December 31,
2008
|
F2
|
Statements
of Cash Flows for the nine months ended December 31, 2008 and the period
of February 28, 2008 (inception) to December 31, 2008
|
F3
|
Notes
to Unaudited Financial Statements
|
F4
- F9
|
BIGWEST
ENVIRONMENTAL, INC.
|
||||||||
(A
Development Stage Enterprise)
|
||||||||
Balance
Sheets
|
||||||||
December
31,
2008
|
March
31,
2008
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 2,644 | $ | 1,000 | ||||
Prepaid
Expenses
|
4,795 | 9,590 | ||||||
Total
current assets
|
7,439 | 10,590 | ||||||
Total
assets
|
$ | 7,439 | $ | 10,590 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$ | 3,200 | $ | - | ||||
Total
current liabilities
|
3,200 | - | ||||||
Stockholders'
Equity
|
||||||||
Common
stock, $.001 par value; 75,000,000 shares authorized, 10,977,000 and
10,590,000 shares issued and outstanding at December 31, 2008 and March
31, 2008
|
10,977 | 10,590 | ||||||
Additional
paid in capital
|
18,963 | - | ||||||
Deficit
accumulated during the development stage
|
(25,701 | ) | - | |||||
Total
stockholders' equity
|
4,239 | 10,590 | ||||||
Total
liabilities and stockholders' equity
|
$ | 7,439 | $ | 10,590 |
See
accompanying notes to financial statements
F1
BIGWEST
ENVIRONMENTAL, INC.
|
(A
Development Stage Enterprise)
|
Statements
of Operations
(unaudited)
|
Three
months
ended
December
31,
2008
|
Nine
months
ended
December
31,
2008
|
For
the period from
February
28, 2008
(inception)
to
December
31, 2008
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Expenses
|
||||||||||||
Professional
fees
|
22,397 | 24,795 | 24,795 | |||||||||
Other
general and administrative
|
906 | 906 | 906 | |||||||||
Total
expenses
|
23,303 | 25,701 | 25,701 | |||||||||
Net
loss
|
$ | (23,303 | ) | $ | (25,701 | ) | $ | (25,701 | ) | |||
Basic
and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average shares outstanding
|
10,748,641 | 10,643,073 |
See accompanying notes to financial
statements
F2
BIGWEST
ENVIRONMENTAL, INC.
|
||||||||
(A
Development Stage Enterprise)
|
||||||||
Statements
of Cash Flows (unaudited)
|
||||||||
Nine
months
ended
December
31,
2008
|
For
the period
from
February 28,
2008
(inception)
to
December
31,
2008
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
loss
|
$ | (25,701 | ) | $ | (25,701 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||
Common
stock issued for services
|
- | 8,090 | ||||||
Changes
in operating assets and liabilities
|
||||||||
Prepaid
expenses
|
4,795 | (4,795 | ) | |||||
Accounts
payable
|
3,200 | 3,200 | ||||||
Net
cash used in operating activities
|
(17,706 | ) | (19,206 | ) | ||||
Cash
flows from investing activities
|
- | - | ||||||
Cash
flows from financing activities
|
||||||||
Proceeds
from sale of stock
|
19,350 | 21,850 | ||||||
Net
cash provided by financing activities
|
19,350 | 21,850 | ||||||
Increase
in cash
|
1,644 | 2,644 | ||||||
Cash
at beginning of period
|
1,000 | - | ||||||
Cash
at end of period
|
$ | 2,644 | $ | 2,644 | ||||
Supplemental
disclosure of non-cash investing and financing activities:
|
||||||||
Issuance
of 890,000 shares of common stock for professional and consulting
services
|
$ | - | $ | 8,090 | ||||
Supplemental
cash flow Information:
|
||||||||
Cash
paid for interest
|
$ | - | $ | - | ||||
Cash
paid for income taxes
|
$ | - | $ | - |
See accompanying notes to financial
statements
F3
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
A summary
of significant accounting policies of BigWest Environmental, Inc. (A Development
Stage Enterprise) (the Company) is presented to assist in understanding the
Company’s financial statements. The accounting policies presented in these
footnotes conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
accompanying financial statements. These financial statements and notes are
representations of the Company’s management who are responsible for their
integrity and objectivity. The Company has not realized revenues from its
planned principal business purpose and is considered to be in its development
state in accordance with SFAS 7, “Accounting and Reporting by
Development State Enterprises.”
NOTE
1 - NATURE OF BUSINESS
Development Stage
Enterprise
BigWest
Environmental, Inc. (the "Company"), a development stage enterprise, was
incorporated in the State of Nevada on February 28, 2008. BigWest Environmental
is currently focusing on commercializing a selection of targeted solar products
(amorphous thin film solar panels and ancillary products) and technologies for a
wide range of applications including electrical power generation. As of the date
of this prospectus, we have generated no revenues from operations. We
intend to enter into supply agreement(s) with manufacturers of solar electric
power products and technologies which directly convert sunlight into
electricity. We are seeking solar cells that have a high conversion efficiency
and offer these products to the mass market along with the installation of
same.
We will
then offer the solar power products including solar cells, solar panels and
inverters which convert sunlight to electricity compatible with the utility
network. We intend to focus our sales in regions where government
incentives have accelerated solar power adoption. In addition, we
intend to develop and maintain solar parks. The development and maintenance of
solar parks requires a significant level of expertise and capital, which we
currently do not possess. We plan to obtain the expertise, either
internally or through outsourcing, as well as obtain the capital necessary to
complete solar park projects although there is no guarantee that we will be able
to acquire such expertise or capital. If we are unable to acquire or
develop such expertise or capital, we will not be able to develop our planned
solar park business and may be required to cease operations. We
anticipate that our customers will be utility companies and owners of large
commercial property (as buyers of the energy produced from the installation of
the solar panels) and owners of residential properties, for both single and
multi-family dwellings, as well as residential property developers who would
purchase the solar panels and consume the resultant electrical
output.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage
Enterprise
The
Company has devoted substantially all of its efforts to business planning, and
development. Additionally, the Company has allocated a substantial portion of
their time and investment in bringing their product to the market, and the
raising of capital.
F4
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Company Year
End
The
Company has elected to have a March 31st year-end.
Cash and Cash
Equivalents
For
financial statement presentation purposes, the Company considers short-term,
highly liquid investments with original maturities of three months or less to be
cash and cash equivalents.
The
Company maintains cash and cash equivalent balances at a financial institution
that is insured by the Federal Deposit Insurance Corporation up to $250,000. At
of December 31, 2008, the Company did not have any deposits in excess of insured
amounts.
Property and
Equipment
Property
and equipment are carried at cost. Expenditures for maintenance and repairs are
charged against operations. Renewals and betterments that materially extend the
life of the assets are capitalized. When assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts, and any resulting gain or loss is reflected in income for the
period.
Depreciation
is computed for financial statement purposes on a straight-line basis over
estimated useful lives of the related assets. The estimated useful lives of
depreciable assets are:
Estimated
|
|
Useful
Lives
|
|
Office
Equipment
|
5-10
years
|
Copier
|
5 -
7 years
|
Vehicles
|
5-10
years
|
For
federal income tax purposes, depreciation is computed under the modified
accelerated cost recovery system. For audit purposes, depreciation is computed
under the straight-line method. The Company did not own and depreciable assets
as of December 31, 2008 or March 31, 2008.
Revenue
Recognition
The
Company's financial statements are prepared under the accrual method of
accounting. Revenues will be recognized in the period the services are performed
and costs are recorded in the period incurred rather than paid.
Fair Value of Financial
Instruments
The
Company's financial instruments are all carried at amounts that approximate
their estimated fair value as of December 31, 2008.
F5
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Income
Taxes
The
provision for income taxes includes the tax effects of transactions reported in
the financial statements. Deferred taxes would be recognized for differences
between the basis for assets and liabilities for financial statement and income
tax purposes. The major difference relates to the net operating loss carry
forwards generated by sustaining deficits during the development
stage.
Advertising
Costs
Advertising
and promotions costs are expensed as incurred. The Company incurred no
such expenses since inception.
Recent Accounting
Pronouncements
In May
2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”
Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies.
This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years.
F6
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent
Accounting Pronouncements (continued)
In May
2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's 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. This
pronouncement has no effect on this Company’s financial reporting at this
time.
In March
of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.” SFAS No. 161 has the same
scope as Statement No. 133 but requires enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
encouraged. The statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. SFAS No. 161 has no
effect on the Company’s financial position, statements of operations, or cash
flows at this time.
In
December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS
No. 160 applies to “for-profit” entities that prepare consolidated financial
statements where there is an outstanding non-controlling interest in a
subsidiary. The Statement requires that the non-controlling interest be
reported in the equity section of the consolidated balance sheet but identified
separately from the parent. The amount of consolidated net income
attributed to the non-controlling interest is required to be presented, clearly
labelled for the parent and the non-controlling entity, on the face of the
consolidated statement of income. When a subsidiary is de-consolidated,
any retained non-controlling interest is to be measured at fair value.
Gain or loss on de-consolidation is recognized rather than carried as the
value of the retained investment. The Statement is effective for fiscal
years and interim periods beginning on or after December 15, 2008. It
cannot be adopted earlier but, once adopted, is to be applied retroactively.
This pronouncement has no effect on this Company’s financial reporting at
this time.
In
December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS
141(R)”) and SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). These standards aim to
improve, simplify, and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective
for the fiscal year beginning April 1, 2009. The adoption of SFAS 141(R)
and SFAS 160 has not impacted the Company’s financial
statements.
F7
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent
Accounting Pronouncements (continued)
None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company’s future financial reporting.
Share Based
Payments
In March
2004, the FASB issued Financial Accounting Standards No. 123 (revised 2004) (FAS
123R), "Share-Based Payment,” FAS 123R replaces FAS No. 123, "Accounting for
Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees." FAS 123R requires compensation expense, measured as
the fair value at the grant date, related to share-based payment transactions to
be recognized in the financial statements over the period that an employee
provides service in exchange for the award. The Company intends to adopt FAS
123R using the "modified prospective" transition method as defined in FAS 123R.
Under the modified prospective method, companies are required to record
compensation cost prospectively for the unvested portion, as of the date of
adoption, of previously issued and outstanding awards over the remaining vesting
period of such awards. FAS 123R is effective January 1, 2006. The Company is
evaluating the impact of FAS 123R on its' results and financial
position.
NOTE
3 - STOCKHOLDERS' EQUITY
On
February 28, 2008 the Company was formed with one class of common stock, par
value $0.001. The Company authorized 75,000,000 shares of common
stock.
On
February 29, 2008, the Company issued 10,000,000 shares of stock to its sole
officer and director for cash of $2,500. In addition, the Company issued on the
same day, 100,000 shares of its common stock to Jameson Capital, LLC for $1,000
in services to be rendered and 490,000 shares of its common stock to Centurion
Capital Funding, LLC for $7,090 in services to be rendered.
BigWest relied in Section
4(2) of the Securities Act as its exemption from registration when it issued the
shares of common stock to Mr. Rossana, Jameson Capital and Centurion Capital
Management. All the initial shareholders agreed to hold the shares for
investment purposes only and to transfer such shares only in a registered
offering or in reliance upon an exemption therefrom.
During
the nine months ended December 31, 2008, the Company issued a total of 387,000
at $.05 per share for a total cash consideration of $19,350.
NOTE 4 - GOING
CONCERN
As shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company yet to recognize any revenues or
significant expenses. The Company is currently in the development stage, and
there is no guarantee whether the Company will be able to generate enough
revenue and/or raise capital to support current operations and generate
anticipated sales. This raises substantial doubt about the Company's ability to
continue as a going concern.
F8
BIGWEST
ENVIRONMENTAL, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For
the Three and Nine Months Ended December 31, 2008 and the
Period
from February 28, 2008 (Inception) to December 31, 2008
NOTE 4 - GOING CONCERN
(continued)
Management
believes that the Company's capital requirements will depend on many factors
including the success of the Company's service development efforts. Management's
plans include marketing of their services and establishment of key management
personnel to support the business plan. With the business plan being followed,
Management believes along with working capital being raised that the operations
and sales will make the Company a viable entity over the next twelve
months.
The
financial statements do not include any adjustments relating to the
recoverability or classification of recorded assets and liabilities that might
result should the Company be unable to continue as a going concern.
NOTE
5 - NET LOSS PER COMMON SHARE
Net loss
per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.”
The weighted –average number of common shares outstanding during each period is
used to compute basic loss per share. Basic net loss per common share is based
on the weighted-average number of share of common stock for the three and nine
month periods presented.
NOTE
5 - PROVISION FOR INCOME TAXES
Deferred
income taxes will be determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
At
December 31, deferred tax assets consist of the following:
2008
|
||||
Net
operating loss carry forward
|
$ | 25,701 | ||
Valuation
allowance
|
(25,701 | ) | ||
Net
deferred tax asset
|
$ | - |
At December 31, 2008, the Company had
an accumulated deficit of $25,701 incurred during the development stage to
offset future taxable income. The Company has established a
valuation allowance equal to the full amount of the deferred tax assets due to
the uncertainty of the utilization of the operating losses in future
periods.
NOTE
6 - WARRANTS AND OPTIONS
There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
F9
Item 2. Management's Discussion and
Analysis of Financial Condition and Plan of Operations.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Information
set forth herein contains "forward-looking statements" which can be identified
by the use of forward-looking terminology such as "believes," "expects," "may,”
“should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. No assurance can be given
that the future results covered by the forward-looking statements will be
achieved. The Company cautions readers that important factors may affect the
Company’s actual results and could cause such results to differ materially from
forward-looking statements made by or on behalf of the Company. These include
the Company’s lack of historically profitable operations, dependence on key
personnel, the success of the Company’s business, ability to manage anticipated
growth and other factors identified in the Company's filings with the Securities
and Exchange Commission.
Company
History
BigWest
Environmental, Inc. (the “Company”) is a development stage company that was
incorporated on February 28, 2008, in the state of Nevada. The Company intends
to enter into the sale and distribution of solar pv panels. The
Company has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings. Since becoming
incorporated, BigWest Environmental has not made any significant purchase or
sale of assets, nor has it been involved in any mergers, acquisitions or
consolidations and the Company owns no subsidiaries. The fiscal year
end is June 30th. The Company has not had revenues from operations
since its inception and/or any interim period in the current fiscal
year.
Business
Development
To date,
our business activities have been limited to organizational matters, researching
areas to be developed within the state of New Mexico, the preparation and filing
of our registration statement, which was deemed effective by the Securities and
Exchange Commission (“SEC”) on August 15, 2008 maintaining our reporting company
status with the SEC and raising proceeds from our offering.
We plan
over the course of the next six months to focus on a targeted group of solar
products (amorphous thin film solar panels and ancillary products) and
technologies for a wide range of applications including electrical power
production. To date, we have generated no revenues from operations. We intend to enter into supply
agreement(s) with manufacturers of solar electric power products and utilize
technologies which directly convert sunlight into electricity. We are seeking
solar cells that are efficient and cost effective.
10
Liquidity
and Capital Resources
As of
December 31, 2008, we have $7,439 of cash available. We have current
liabilities of $3,200. From the date of inception (February 28, 2008)
to December 31 , 2008 the Company has recorded a net loss of $25,701 of which
were expenses relating to the initial development of the Company, filing its
Registration Statement on Form S-1, and expenses relating to maintaining
reporting company status with the Securities and Exchange
Commission. We have not generated any revenues to date and as of
December 31, 2008 we have sold approximately 387,000 common shares from our
4,000,000 direct offering of common stock at $0.05 per share pursuant to our
registered offering.
We
require immediate additional capital investments or borrowed funds to meet cash
flow projections and carry forward our business objectives. There can be no
guarantee or assurance that we can raise adequate capital from outside sources
to fund the proposed business. If we cannot secure additional funds our business
will fail and any investment made into the Company would be lost in its
entirety.
To date
there is no public market for the Company’s common
stock. Management’s present objective is to focus efforts on raising
funds through its registered offering and then obtaining quotation of the
Company’s common stock on the Over-The-Counter Bulletin Board
(OTCBB.) There can be no guarantee or assurance that they will be
successful in raising any funds at all; or obtaining a quotation of the common
stock on the OTCBB. Failure to create a market for the Company’s
common stock would result in business failure and a complete loss of any
investment made into the Company.
Recently
Issued Accounting Pronouncements
We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.
Off-Balance
Sheet Arrangements
As of the
date of this Quarterly Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.
11
Product
Research and Development
The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.
The
Company does not plan any purchase of significant equipment in the next twelve
months.
Employees
We
currently have two employees, including our President. We do not
intend to hire any employees for the next 6 months.
Critical
Accounting Policies
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make a number of estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Such estimates and assumptions affect the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate estimates and assumptions based upon historical
experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results may
differ from these estimates under different future conditions.
We
believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require subjective or complex judgments, form the basis for the accounting
policies deemed to be most critical to us. These relate to bad debts, impairment
of intangible assets and long lived assets, contractual adjustments to revenue,
and contingencies and litigation. We believe estimates and assumptions related
to these critical accounting policies are appropriate under the circumstances;
however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future financial
conditions or results of operations.
12
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
Applicable.
Item
4. Controls and Procedures
(a) Evaluation of Disclosure
Controls and Procedures
Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:
Internal
controls are mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer and Chief Financial
Officer, being Frank Rossana. Good controls encourage efficiency, compliance
with laws and regulations, sound information, and seek to eliminate fraud and
abuse.
These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.
Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."
Internal
controls are mechanisms that are there to help the Company manage risks to
success.
Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).
In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.
13
As of
December 31, 2008, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments. Management concluded, during the quarter ended
December 31, 2008, internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules. Management realized
there are deficiencies in the design or operation of the Company’s internal
control that adversely affected the Company’s internal controls which management
considers being material weaknesses.
In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:
● The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.
● The
Company has limited segregation of duties which is not consistent with good
internal control procedures.
● The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future. This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.
● There
are no effective controls instituted over financial disclosure and the reporting
processes.
14
Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.
The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so. By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee. With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management. By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.
Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.
(b) Changes in Internal
Controls
There
were no changes in the Company’s internal controls or in other factors that
could affect its disclosure controls and procedures subsequent to the Evaluation
Date, nor any deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions.
15
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.
No
director, officer, or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.
Item
1A. Risk Factors
There
have been no material changes to the risks to our business described in
registration statement filed on Form S-1 with the SEC on August 7,
2008.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission of Matters to Vote of Security Holders
None.
Item
5. Other Information
None.
Item 6. Exhibits
and Reports on Form
8-K
Exhibit
Number
|
Description
|
|
31
|
Section
302 Certification of Chief Executive and Chief Financial
Officer
|
|
32
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of
The Sarbanes-Oxley Act Of
2002
|
16
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BigWest
Environmental, Inc.
|
|
Dated:
February 13, 2009
|
/s/
Frank
Rossana
|
Frank
Rossana
|
|
Chief
Executive Officer and Chief Financial
Officer
|
17