Yong Bai Chao New Retail Corp - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly
period ended March 31,
2009
or
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition
period from ______________________ To ______________________
Commission file
number: 333-120682
ENVIRONMENTAL
CONTROL CORP.
(Exact name of
registrant as specified in its charter)
|
Nevada
|
20-3626387
|
|
(State or
other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
85 Kenmount
Road
St. John’s, Newfoundland,
Canada A1B 3N7
(Address of
principal executive offices)
888.669.3588
(Registrant’s
telephone number, including area code)
__________________________________________________
(Former name,
former address and former fiscal year, if changed since last
report)
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes þ 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 o Accelerated
filer o Non-accelerated
filer o Smaller reporting company þ
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate by check
mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No
o
APPLICABLE ONLY TO
CORPORATE ISSUERS
As
of May 14, 2009 the
registrant had 45,369,068 outstanding shares
of its common stock.
Table
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1
The unaudited
interim financial statements of Environmental Control Corp. follow. All currency
references in this report are to Canadian dollars unless otherwise
noted.
Environmental
Control Corp.
(A
Development Stage Company)
March 31,
2009
| Balance Sheets |
F–1
|
| Statements of Operations |
F–2
|
|
Statements of Cash
Flows
|
F–3
|
| Notes to the Financial Statements |
F–4
|
2
Environmental
Control Corp.
(A
Development Stage Company)
Balance
Sheets
(Expressed in
Canadian Dollars)
|
March
31, 2009
$
(Unaudited)
|
December
31, 2008
$
|
|||||||
|
ASSET
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
|
29,826 | 125,251 | ||||||
|
Prepaid
expenses
|
– | 1,125 | ||||||
|
Total Current
Assets
|
29,826 | 126,376 | ||||||
|
Property and
equipment (Note 3)
|
13,939 | 14,922 | ||||||
|
Total
Assets
|
43,765 | 141,298 | ||||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
payable
|
44,834 | 50,420 | ||||||
|
Accrued
liabilities
|
1,999 | 2,363 | ||||||
|
Accrued
convertible interest payable (Note 5)
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5,880 | 3,154 | ||||||
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Advances from
related parties (Note 6(b))
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26,906 | 26,906 | ||||||
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Total Current
Liabilities
|
79,619 | 82,843 | ||||||
|
Convertible
debentures issued to related parties (Note 5)
|
83,481 | 81,094 | ||||||
|
Advances from
related parties (Note 6(a))
|
31,240 | 30,615 | ||||||
|
Total
Liabilities
|
194,340 | 194,552 | ||||||
|
Contingencies
and Commitments (Notes 1 and 9)
|
||||||||
|
Stockholders’
Deficit
|
||||||||
|
Common stock,
75,000,000 shares authorized, US$0.001 par value;
45,369,068
shares issued and outstanding (December 31, 2008 –
43,729,722)
|
52,578 | 50,676 | ||||||
|
Additional
paid-in capital
|
1,490,073 | 1,391,975 | ||||||
|
Common stock
to be issued (Note 9(a))
|
7,673 | 107,673 | ||||||
|
Deficit
accumulated during the development stage
|
(1,700,899 | ) | (1,603,578 | ) | ||||
|
Total
Stockholders’ Deficit
|
(150,575 | ) | (53,254 | ) | ||||
|
Total
Liabilities and Stockholders’ Deficit
|
43,765 | 141,298 | ||||||
(The accompanying
notes are an integral part of these financial statements.)
F-1
Environmental
Control Corp.
(A
Development Stage Company)
Statements of
Operations
(Expressed in
Canadian Dollars)
(Unaudited)
|
Accumulated
from March 6, 1999
|
For
the Three Months
|
For
the Three Months
|
|||
|
(Date
of Inception)
|
Ended
March 31, 2009
|
Ended March
31, 2008
|
|||
|
to
March 31, 2009
|
$
|
$
|
|||
|
$
|
|
|
|||
|
Revenue
|
–
|
–
|
–
|
||
|
Expenses
|
|||||
|
Depreciation
|
12,428
|
983
|
1,355
|
||
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Foreign
exchange loss (gain)
|
21,704
|
4,198
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(668)
|
||
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General and
administrative (Note 4)
|
1,234,951
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86,828
|
105,305
|
||
|
Research and
development
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62,855
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1,933
|
–
|
||
|
|
|
||||
|
Total
Operating Expenses
|
1,331,938
|
93,942
|
105,992
|
||
|
|
|
||||
|
Loss From
Operations
|
(1,331,938)
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(93,942)
|
(105,992)
|
||
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Other
Expenses
|
|||||
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Accretion of
discounts on convertible debentures
|
(320,568)
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(2,648)
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(39,509)
|
||
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Interest
expense
|
(48,393)
|
(731)
|
(7,913)
|
||
|
|
|||||
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Total Other
Expenses
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(368,961)
|
(3,379)
|
(47,422)
|
||
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Net Loss for
the Period
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(1,700,899)
|
(97,321)
|
(153,414)
|
||
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Net Loss Per
Share – Basic and Diluted
|
–
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–
|
|||
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Weighted
Average Shares Outstanding
|
44,713,000
|
39,524,000
|
|||
(The
accompanying notes are an integral part of these financial statements.)
F-2
Environmental
Control Corp.
(A
Development Stage Company)
Statements of Cash
Flows
(Expressed in
Canadian Dollars)
(Unaudited)
|
For
the Three
|
For
the Three
|
|||||||
|
Months
Ended
|
Months
Ended
|
|||||||
|
March
31, 2009
|
March
31, 2008
|
|||||||
|
$
|
$
|
|||||||
|
Operating
Activities
|
||||||||
|
Net loss for
the period
|
(97,321 | ) | (153,414 | ) | ||||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
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Accretion of
discounts on convertible debentures
|
731 | 39,509 | ||||||
|
Depreciation
|
983 | 1,355 | ||||||
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Foreign
exchange translation loss
|
4,115 | – | ||||||
|
Changes in
operating assets and liabilities:
|
||||||||
|
Amounts
receivable
|
– | (26 | ) | |||||
|
Prepaid
expenses
|
1,125 | (4,226 | ) | |||||
|
Accounts
payable and accrued liabilities
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(7,706 | ) | 31,962 | |||||
|
Accrued
convertible interest payable
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2,648 | 7,912 | ||||||
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Due to
related parties
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– | 44 | ||||||
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Net Cash Used
In Operating Activities
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(95,425 | ) | (76,884 | ) | ||||
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Financing
Activities
|
||||||||
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Proceeds from
issuance of shares
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– | 165,000 | ||||||
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Net Cash
Provided by Financing Activities
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– | 165,000 | ||||||
|
(Decrease)
increase in Cash
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(95,425 | ) | 88,116 | |||||
|
Cash -
Beginning of Period
|
125,251 | 46,192 | ||||||
|
Cash - End of
Period
|
29,826 | 134,308 | ||||||
|
Supplemental
Disclosures
|
||||||||
|
Interest
paid
|
– | – | ||||||
|
Income taxes
paid
|
– | – | ||||||
(The
accompanying notes are an integral part of these financial statements.)
F-3
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
1.
|
Nature of
Business and Continuance of
Operations
|
Environmental
Control Corp, (the “Company”) was incorporated in the State of Nevada on
February 17, 2004 under the name Boss Minerals, Inc. and, effective April 13,
2006, changed its name to Environmental Control Corp. Boss Minerals, Inc.’s
initial operations included the acquisition and exploration of mineral
resources.
On
March 20, 2006, management changed its primary business focus to that of
development of emission control devices for small spark ignition combustion
engines. On March 20, 2006, the Company entered into an Asset Acquisition
Agreement (the “Agreement”) to acquire the principal assets of Environmental
Control Corp. (“ECC”), a private Canadian based company. The Company is in the
development stage as defined under Statement of Financial Accounting Standards
(“SFAS”) No. 7, “Accounting
and Reporting by Development Stage Enterprises”. On April 4, 2006, the
Company authorized a 5:1 stock split to be applied retroactively. In addition,
the Company increased its authorized share capital to 200,000,000 common shares.
All share amounts stated herein have been restated to reflect the stock split.
On February 26, 2007, the acquisition of the business of ECC was completed
through the issuance of 22,500,000 shares of common stock. Prior to the
acquisition of ECC, the Company was a non-operating shell company. The
acquisition is a capital transaction in substance and therefore has been
accounted for as a recapitalization, which is outside the scope of SFAS No. 141,
“Business
Combinations”. Under recapitalization accounting, ECC is considered the
acquirer for accounting and financial reporting purposes, and acquired the
assets and assumed the liabilities of the Company. Assets acquired and
liabilities assumed are reported at their historical amounts. These financial
statements include the accounts of the Company since the effective date of the
recapitalization (February 26, 2007) and the historical accounts of the business
of ECC since inception on March 6, 1999.
These financial
statements have been prepared on a going concern basis, which implies the
Company will continue to realize its assets and discharge its liabilities in the
normal course of business. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. As at March 31, 2009,
the Company has a working capital deficit of $49,793, has incurred losses
totalling $1,700,899 since inception, and has not yet generated any revenue from
operations. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
Management
estimates expenditures of approximately $165,000 for research and development
activities, and approximately $220,000 for other operational costs. The Company
had $29,826 in cash on hand at March 31, 2009. The Company currently has no
revenues and must rely on debt financing and the sale of equity securities to
fund operations. The Company will require additional funding from the sale of
equity or debt financing to meet future estimated expenditures over the next
twelve months. The Company does not have any arrangements in place for any
future equity or debt financings, and there is no assurance that the Company
will be able to obtain the necessary financings to complete its
objectives.
|
2.
|
Summary of
Significant Accounting Policies
|
|
a)
|
Basis of
Presentation
|
The financial
statements of the Company have been prepared in accordance with generally
accepted accounting principles in the United States and are expressed in
Canadian dollars. The Company’s fiscal year end is December 31.
|
b)
|
Interim
Financial Statements
|
These interim
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with the instructions to Securities and Exchange Commission
(“SEC”) Form 10-Q. They do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Therefore, these financial statements should be read in conjunction
with the Company’s audited financial statements and notes thereto for the year
ended December 31, 2008, included in the Company’s Annual Report on Form 10K
filed March 31, 2009 with the SEC.
The financial
statements included herein are unaudited; however, they contain all normal
recurring accruals and adjustments that, in the opinion of management, are
necessary to present fairly the Company’s financial position at March 31, 2009,
and the results of its operations and cash flows for the three month periods
ended March 31, 2009 and 2008. The results of operations for the period ended
March 31, 2009 are not necessarily indicative of the results to be expected for
future quarters or the full year.
F-4
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
2.
|
Summary of
Significant Accounting Policies
(continued)
|
|
c)
|
Use of
Estimates
|
The preparation of
financial statements in accordance with United States generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses in the
reporting period. The Company regularly evaluates estimates and assumptions
related to useful life and recoverability of long-lived assets, stock-based
compensation and deferred income tax asset valuation allowances. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company’s estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
|
d)
|
Cash and Cash
Equivalents
|
The Company
considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.
|
e)
|
Financial
Instruments and Fair Value Measures
|
SFAS No. 157,
“Fair Value
Measurements”, requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS No. 157 establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure fair
value. A financial instrument’s categorization within the fair value hierarchy
is based upon the lowest level of input that is significant to the fair value
measurement. SFAS No. 157 prioritizes the inputs into three levels that may be
used to measure fair value:
Level
1
Level 1 applies to
assets or liabilities for which there are quoted prices in active markets for
identical assets or liabilities.
Level
2
Level 2 applies to
assets or liabilities for which there are inputs other than quoted prices that
are observable for the asset or liability such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.
Level
3
Level 3 applies to
assets or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the
assets or liabilities.
The Company’s
financial instruments consist principally of cash, accounts payable, advances
from related parties and convertible debentures issued to related parties.
Pursuant to SFAS No. 157, the fair value of the Company’s cash equivalents, when
applicable, is determined based on “Level 1” inputs, which consist of quoted
prices in active markets for identical assets. The Company estimates that the
recorded values of all of its other financial instruments approximate their
current fair values because of their nature and respective maturity dates or
durations. Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash in excess of federally
insured amounts. To date, the Company has not incurred a loss relating to this
concentration of credit risk.
The Company’s
operations are in Canada, which results in exposure to market risks from changes
in foreign currency rates. The financial risk is the risk to the Company’s
operations that arises from fluctuations in foreign exchange rates and the
degree of volatility of these rates. Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.
F-5
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
2.
|
Summary of
Significant Accounting Policies
(continued)
|
|
f)
|
Earnings
(Loss) Per Share
|
The Company
computes earnings (loss) per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No.
128 requires presentation of both basic and diluted earnings per share (“EPS”)
on the face of the income statement. Basic EPS is computed by dividing net
earnings (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible securities using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS and the weighted average
number of common shares exclude all dilutive potential shares since their effect
is anti-dilutive. As at March 31, 2009, the Company has 5,552,538 potentially
dilutive securities outstanding.
|
g)
|
Comprehensive
Loss
|
SFAS No. 130,
“Reporting Comprehensive
Income”, establishes standards for the reporting and display of
comprehensive income and its components in the financial statements. As at March
31, 2009 and 2008, the Company has no items that represent a comprehensive loss
and, therefore, has not included a schedule of comprehensive loss in the
financial statements.
|
h)
|
Foreign
Currency Translation
|
Effective on the
closing of the Asset Acquisition Agreement on February 26, 2007, the Company’s
functional and reporting currency changed to the Canadian dollar. Occasional
transactions may occur in United States dollars and management has adopted SFAS
No. 52, “Foreign Currency
Translation”. Monetary assets and liabilities denominated in United
States currency are translated using the exchange rate prevailing at the balance
sheet date. Non-monetary assets and liabilities denominated in United States
currency are translated at rates of exchange in effect at the date of the
transaction. Average monthly rates are used to translate revenues and expenses.
Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in United States
dollars. The Company has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.
|
i)
|
Stock-based
Compensation
|
The Company records
stock-based compensation in accordance with SFAS No. 123R, “Share Based Payments”, using
the fair value method. The Company has not issued any stock options since its
inception. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable.
|
j)
|
Property and
Equipment
|
Property and
equipment consists of office furniture, equipment, and computer equipment which
are recorded at cost. Office furniture is amortized on a declining-balance basis
at 20% per annum, equipment is amortized on a declining-balance basis at 30% per
annum, and computer equipment is amortized on a declining-balance basis at 30%
per annum.
|
k)
|
Long-lived
Assets
|
In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or
asset groups for recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances which could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life. Recoverability is
assessed based on the carrying amount of the asset and its fair value which is
generally determined based on the sum of the undiscounted cash flows expected to
result from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.
F-6
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
2.
|
Summary of
Significant Accounting Policies
(continued)
|
|
l)
|
Research and
Development Costs
|
Research costs are
expensed in the period in which they are incurred. Development costs are also
expensed unless they meet the criteria for deferral. When development costs meet
the criteria for deferral, the development costs are deferred to the extent
their recoverability can be reasonably assured. Deferred development costs
represent the cost of developing specific products and are amortized on a
straight line basis over the expected commercial life of the
product.
|
m)
|
Income
Taxes
|
The Company
accounts for income taxes using the asset and liability method in accordance
with SFAS No. 109, “Accounting
for Income Taxes”. The asset and liability method provides that deferred
tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax
bases of assets and liabilities, and for operating loss and tax credit
carry-forwards. Deferred tax assets and liabilities are measured using the
currently enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company records a valuation allowance to reduced
deferred tax assets to the amount that is believed more likely than not to be
realized.
|
n)
|
Recent
Accounting Pronouncements
|
In
June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities”. FSP
EITF 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore need
to be included in the computation of earnings per share under the two-class
method as described in FASB Statement of Financial Accounting Standards No. 128,
“Earnings per Share”.
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this statement did not have a material effect on the Company’s
financial statements.
In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 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 in the
United States. It 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”. The adoption
of this statement is not expected to have a material effect on the Company’s
financial statements.
In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. Entities are required to
provide 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. It is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with early
adoption encouraged. The adoption of this statement did not have a material
effect on the Company’s financial statements.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This
statement replaces SFAS No. 141 and defines the acquirer in a business
combination as the entity that obtains control of one or more businesses in a
business combination and establishes the acquisition date as the date that the
acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date. SFAS No. 141 (revised 2007) also requires the acquirer to
recognize contingent consideration at the acquisition date, measured at its fair
value at that date. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Earlier adoption is prohibited. The adoption of this statement did not have a
material effect on the Company’s financial statements.
F-7
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
2.
|
Summary of
Significant Accounting Policies
(continued)
|
|
n)
|
Recent
Accounting Pronouncements
(continued)
|
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements Liabilities –an Amendment of ARB No.
51”. This statement 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 statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The adoption of this statement did not
have a material effect on the Company’s financial statements.
|
3.
|
Property and
Equipment
|
| Accumulated |
March
31, 2009
|
December
31, 2008
|
||
|
Cost
|
Amortization
|
Net
Carrying Value
|
Net
Carrying Value
|
|
|
$
|
$
|
$
|
$
|
|
|
Equipment
|
13,617
|
6,123
|
7,494
|
8,102
|
|
Computer
equipment
|
3,283
|
2,018
|
1,265
|
1,367
|
|
Office
furniture
|
9,467
|
4,287
|
5,180
|
5,453
|
|
26,367
|
12,428
|
13,939
|
14,922
|
|
4.
|
Related Party
Transaction
|
During the
three-month period ended March 31, 2009, the Company recognized $6,000
(three-month period ended March 31, 2008 – $6,000) for rent due to a company
controlled by the director of the Company. The transaction was in the normal
course of operations and was recorded at the exchange amount, which is the
amount agreed upon by the related parties.
|
5.
|
Convertible
Debentures Issued to Related
Parties
|
|
a)
|
On July 30,
2008, the Company entered into a convertible debenture agreement with a
company controlled by the President of the Company. The Company received
US$36,376 ($36,960) which bears interest at 10% per annum and is due five
years from the advancement date. No interest shall be payable for the
first year from the advancement date but shall accrue from the advancement
date and all accrued interest shall be payable annually, on the subsequent
anniversaries of the advancement date. Proceeds of the loan are to be used
to acquire certain patents and intellectual property rights and the loan
amount is secured against such intellectual property. The loan and any
unpaid interest are convertible into shares of common stock at a
conversion price of US$0.17 per share. In accordance with EITF 98-5 “Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios”, the Company recognized the intrinsic value of
the embedded beneficial conversion feature of US$6,419 ($6,523) as
additional paid-in capital and reduced the carrying value of the
convertible debenture to US$29,957 ($30,437). The carrying value will be
accreted over the term of the convertible debenture up to its face value
of US$36,376. As at March 31, 2009, the carrying values of the convertible
debenture and accrued convertible interest payable thereon were $38,040
and $3,039, respectively, after translation into Canadian
dollars.
|
|
b)
|
On October
16, 2008, the Company entered into a convertible debenture agreement with
the President of the Company. The Company received US$50,000 ($59,110)
which bears interest at 10% per annum and is due five years from the
advancement date. No interest shall be payable for the first year from the
advancement date but shall accrue from the advancement date and all
accrued interest shall be payable annually, on the subsequent
anniversaries of the advancement date. Proceeds of the loan are to be used
to repay an outstanding loan and to further business development and
research and development activities. The loan and any unpaid interest at
the conversion date are convertible into shares of common stock at a
conversion price of US$0.07 per share. In accordance with EITF 98-5 “Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios”, the Company recognized the intrinsic value of
the embedded beneficial conversion feature of US$14,286 ($16,889) as
additional paid-in capital and reduced the carrying value of the
convertible debenture to US$35,714 ($42,221). The carrying value will be
accreted over the term of the convertible debenture up to its face value
of US$50,000. As at March 31, 2009, the carrying values of the convertible
debenture and accrued convertible interest thereon were $45,441 and
$2,841, respectively, after translation into Canadian
dollars.
|
F-8
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
6.
|
Advances From
Related Parties
|
|
a)
|
On September
5, 2008, the Company entered into a loan agreement with a company
controlled by the President of the Company. The Company received US$25,000
($26,388) which is non-interest bearing and is due five years from the
advancement date. As at March 31, 2009, the loan payable was $31,240
(December 31, 2008 - $30,615) after translation into Canadian
dollars.
|
|
b)
|
On December
9, 2008, the Company received $25,000 from a company controlled by the
President of the Company. The amount owing is unsecured, non-interest
bearing, and has no specified repayment terms. As at March 31, 2009, the
Company owed this company $1,906 (December 31, 2008 - $1,906) for payment
of expenses on behalf of the
Company.
|
|
7.
|
Common
Stock
|
On
February 5, 2009, the Company issued 1,639,346 units at US$0.05 per unit for
gross proceeds of $100,000 (US$81,967). Each unit consists of one share of
common stock and two share purchase warrants. Each share purchase warrant
entitles the holder to purchase one share of common stock at US$0.11 per share
expiring two years from the closing date on December 23, 2010.
|
8.
|
Share
Purchase Warrants
|
A summary of the
changes in the Company’s common share purchase warrants is presented
below:
|
Number
of
Warrants
|
Weighted
Average
Exercise
Price
|
|
|
Balance –
December 31, 2008
|
1,345,585
|
US$0.39
|
|
Issued
|
3,278,692
|
US$0.11
|
|
Balance –
March 31, 2009
|
4,624,277
|
US$0.19
|
As
at March 31, 2009, the following common share purchase warrants were
outstanding:
|
Number
of Warrants
|
Exercise
Price
|
Expiry
Date
|
|
|
||
|
187,500
|
US$1.04
|
July 28,
2009
|
|
970,585
|
US$0.30
|
February 12,
2010
|
|
187,500
|
US$0.23
|
July 28,
2010
|
|
3,278,692
|
US$0.11
|
February 5,
2011
|
|
|
||
|
4,624,277
|
|
9.
|
Commitments
|
|
a)
|
On July 28,
2006, the Company’s board of directors resolved to issue certain
share-based payments to an employee of the Company over a three year
period. Under the arrangement, the employee was to be issued 62,500 shares
of common stock and 187,500 share purchase warrants, each on July 28, 2006
(issued), 2007 (issued), 2008, and 2009. On September 12, 2008, the
employee resigned and became a consultant to the Company (refer to Note
9(b)). It was mutually agreed that the former employee remains entitled to
the shares and warrants to be issued under the arrangement. As at March
31, 2009, the Company had yet to issue the 62,500 shares due on July 28,
2008. The fair value of these shares on the measurement date of $7,673 has
been recorded as common stock to be issued as at March 31,
2009.
|
|
b)
|
On September
15, 2008, the Company entered into a consulting agreement with the former
employee in Note 9(a), for administrative services. Pursuant to the
agreement, the Company agreed to pay the former employee $6,800 per
month.
|
F-9
Environmental
Control Corp.
(A Development
Stage Company)
Notes to the
Financial Statements
(Expressed in
Canadian Dollars)
(Unaudited)
|
9.
|
Commitments
(continued)
|
|
c)
|
On November
20, 2008, the Company entered into an investor relations agreement with a
company that will perform investor relations services for a period of six
months commencing effective September 1, 2008. Pursuant to the terms of
this agreement, the Company agreed to pay the company $1,000 per month and
to issue 75,000 shares of common stock
(issued).
|
|
d)
|
On December
4, 2008, the Company entered into a contribution agreement with National
Research Council Canada (“NRC”) to bring the Company’s catalytic muffler
technology to commercialization through a two phase research and
development project. This agreement becomes effective on April 1, 2009 and
terminates on November 30, 2010. Under the agreement, the NRC will
reimburse 80% of supported internal salaries up to a maximum of $115,832
and 50% of supported contractor fees up to a maximum of $119,645 incurred
on the project. The NRC will contribute a maximum of $125,717 and $109,760
during the fiscal years of the Canadian government ending March 31, 2010
and 2011, respectively.
|
|
10.
|
Subsequent
Event
|
On
April 9, 2009, the Company entered into a convertible loan agreement (the
"Agreement") with a company controlled by the directors of the Company. Pursuant
to the Agreement, on April 16, 2009, the Company was advanced $250,000
(US$202,920) (the "Loan"). The Loan and any unpaid accrued interest thereon are
convertible into common shares of the Company at a conversion price of US$0.06
per share. The loan bears no interest in the first year, after which it bears
interest at 10% per annum. Interest is payable annually commencing on the second
anniversary of the advancement date. The principal amount of the Loan is due and
payable on April 16, 2014 and is secured against certain patents held by the
Company. Proceeds from the Loan are to be used to further advance the current
business development and marketing initiatives, and to complete
testing.
F-10
Forward Looking
Statements
This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or "continue" or the negative of these terms
or other comparable terminology. These statements are only
predictions.
While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this report.
Except as required
by applicable law, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited
financial statements are stated in Canadian Dollars (Cdn$) and are prepared in
accordance with generally accepted accounting principles in the United States.
The following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this quarterly
report.
In
this quarterly report, unless otherwise specified, all dollar amounts are
expressed in Canadian dollars. All references to "US$" refer to United States
dollars and all references to "common shares" refer to the common shares in our
capital stock.
As
used in this quarterly report, the terms "we", "us", "our", "our company" and
“EVCC” mean Environmental Control Corp., unless otherwise
indicated.
Business
Overview
We
are a development stage company engaged in the production, research and
development of catalytic muffler technology for small displacement
engines. Our catalytic muffler technology is registered for two patents in
the United States under the titles of “Combined Catalytic Muffler” and “Reverse
Flow Catalytic Muffler”. We also hold two patents in Canada under the titles
“Combined Catalytic Muffler” and “Reverse Flow Catalytic Muffler” and one patent
in Europe under the title of “Reverse Flow Catalytic Muffler”. The filing
numbers are located below:
|
Area
|
Filing
Number
|
|
United
States
|
6,622,482
|
|
7,108,590
|
|
|
Canada
|
2,448,742
|
|
2,448,648
|
|
|
Europe
|
02742591.7
|
Numerous tests,
including tests at Carnot Emission Services in Texas, U.S.A., Bombardier Inc. in
Quebec, Canada and Environment Canada's Emissions Research and Measurement
Division in Ontario, Canada, have proven this technology to be extremely
effective in the reduction of harmful emissions.
We
currently target small spark-ignition engines, including personal transportation
devices, off-road recreational vehicles, personal watercrafts, water pumps and
in particular the lawn and garden industry. Included under the lawn and garden
segment are: walk behind rotary mowers, rear engine riding mowers, front engine
lawn tractors, riding garden tractors, walk-behind rotary tillers, snow
throwers, commercial turf intermediate walk-behind rotary mowers, commercial
turf riding rotary mowers, gasoline powered chainsaws, gasoline powered
hand-held blowers, gasoline powered backpack blowers, gasoline powered
trimmers/brushcutters and gasoline powered hedge trimmers. We are currently
focused on the North American market and we are targeting Original Engine
Manufacturers (OEMs). The aftermarket parts segment represents a secondary
market.
3
Results of
Operations
Our results of
operations are presented below:
|
Three
Months Ended
March
31, 2009
($)
|
Three
Months Ended
March
31, 2008
($)
|
Period
from
March
6, 1999
(Date
of Inception) to
March
31, 2009
($)
|
|
|
Revenue
|
-
|
-
|
-
|
|
Operating
Expenses
|
93,942
|
105,992
|
1,331,938
|
|
Net
Loss
|
97,321
|
153,414
|
1,700,899
|
Results of Operations for
the Three Month Period Ended March 31, 2009 and for the period from March 6,
1999 (inception) to March 31, 2009.
For the three month
period ended March 31, 2009 we incurred a net loss of $97,321, compared to a net
loss of $153,414 during the same period in 2008. Our net loss from
inception to March 31, 2009 was $1,700,899. Our net loss per share did not
change during these periods, nor did we experience any net loss per
share.
Our total operating
expenses for the three month period ended March 31, 2009 were $93,942, compared
to total operating expenses of $105,992 for the same period in fiscal 2008. Our
total operating expenses from our inception on March 6, 1999 to March 31, 2009
were $1,331,938.
Our total operating
expenses for the three month period ended March 31, 2009 consisted of $983 in
depreciation, $4,198 in foreign exchange losses, $86,828 in general and
administrative expenses and $1,933 in research and development expenses. We did
not incur any other operating expenses during this period.
Our total operating
expenses for the three month period ended March 31, 2008 consisted of $1,355 in
depreciation, $668 in foreign exchange gains and $105,305 in general and
administrative expenses. We did not incur any research and development expenses
or any other operating expenses during this period.
Our total operating
expenses from our inception on March 6, 1999 to March 31, 2009 consisted of
$12,428 in depreciation, $21,704 in foreign exchange losses, $1,234,951 in
general and administrative expenses and $62,855 in research and development
expenses.
The decrease in
operating expenses for the three month period ended March 31, 2009 was primarily
due to a decrease in our general and administrative expenses. Our general and
administrative expenses consist of professional fees, transfer agent fees,
investor relations expenses and general office expenses. Our professional fees
include legal, accounting and auditing fees.
4
Liquidity and Capital
Resources
As
of March 31, 2009 we had cash of $29,826 in our bank accounts. As of March
31, 2009 we also had property and equipment in the amount of $13,939, for total
assets of $43,765.
As
of March 31, 2009 we had a working capital deficit of $49,793. Our accumulated
deficit from our inception on March 6, 1999 to March 31, 2009 was $1,700,899 and
was funded primarily through equity financing.
We
are dependent on funds raised through our equity financing. Our net loss of
$1,700,899 from our inception on March 6, 1999 to March 31, 2009 was funded
primarily through equity financing and advances from related
parties.
For the three month
period ended March 31, 2009 we spent net cash of $95,425 on operating
activities, compared to net cash spending of $76,884 during the same period in
fiscal 2008. The increase in expenditures on operating activities for the three
months ended March 31, 2009 was primarily due to an increase in our accounts
payable and a decrease in our accretion of discounts on convertible
debentures.
For the three month
period ended March 31, 2009 we did not receive any net cash from financing
activities, compared to net cash received of $165,000 during the same period in
fiscal 2008. The decrease in receipts from financing activities for the three
months ended March 31, 2009 was primarily due to a decrease in the sale of our
common stock.
We
estimate our planned expenses for the next 12 months (beginning May 2009) to be
approximately $385,000, including $165,000 for research and development costs
and $220,000 for other operational costs. Our other operational costs include
sales and marketing expenses, manufacturing and engineering expenses and general
and administrative expenses
Our general and
administrative expenses for the year will consist primarily of professional
fees, transfer agent fees, investor relations expenses and general office
expenses. Our professional fees include legal, accounting and auditing fees, and
are related to our regulatory filings throughout the year.
Based on our
planned expenditures, we require additional funds of approximately $355,000 (a
total of $385,000 less our approximately $30,000 in cash as of March 31, 2009)
to proceed with our business plan over the next 12 months. If we secure less
than the full amount of financing that we require, we will not be able to carry
out our complete business plan and we will be forced to proceed with a scaled
back business plan based on our available financial resources.
Future
Financings
We
have not generated any revenues, have achieved losses since our inception, and
rely upon the sale of our securities to fund our operations. We anticipate that
we will incur substantial losses for the foreseeable future, and we are
dependent upon obtaining outside financing to carry out our operations. Our
financial statements for the three months ended March 31, 2009 have been
prepared on a going concern basis and do not include any adjustments that might
result from the outcome of this uncertainty.
5
We
will require approximately $385,000 over the next 12 months in order to enable
us to proceed with our plan of operations, including paying our ongoing
expenses. These expenses include sales and marketing, research and development,
manufacturing and engineering, and general and administrative expenses. These
cash requirements are in excess of our current cash and working capital
resources. Accordingly, we intend to raise the balance of our cash requirements
for the next 12 months (approximately $355,000) from private placements,
shareholder loans or possibly a registered public offering (either
self-underwritten or through a broker-dealer). If we are unsuccessful in raising
enough money through such efforts, we may review other financing possibilities
such as bank loans. At this time we do not have a commitment from any
broker-dealer to provide us with financing, and there is no guarantee that any
financing will be available to us or if available, on terms that will be
acceptable to us.
If
we are unable to obtain the necessary additional financing, then we plan to
reduce the amounts that we spend on our operations and our general and
administrative expenses so as not to exceed the amount of capital resources that
are available to us. If we do not secure additional financing our current cash
reserves and working capital will be not be sufficient to enable us to sustain
our operations and for the next 12 months, even if we do decide to scale back
our operations.
Off-Balance Sheet
Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to
stockholders.
Critical Accounting
Policies
Use
of Estimates
The preparation of
financial statements in accordance with United States generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses in the
reporting period. We regularly evaluate estimates and assumptions related to
useful life and recoverability of long-lived assets, stock-based compensation
and deferred income tax asset valuation allowances. We base our estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by us may differ materially
and adversely from our estimates. To the extent there are material differences
between the estimates and the actual results, future results of operations will
be affected.
Earnings
(Loss) Per Share
We
compute earnings (loss) per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No.
128 requires presentation of both basic and diluted earnings per share (“EPS”)
on the face of the income statement. Basic EPS is computed by dividing net
earnings (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible securities using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS and the weighted average
number of common shares exclude all dilutive potential shares since their effect
is anti-dilutive. As at March 31, 2009, we had 5,552,538 potentially dilutive
securities outstanding.
6
Inflation
The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.
Not
applicable.
Disclosure
Controls
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable
assurance the information required to be reported in our Exchange Act filings is
recorded, processed, summarized and reported within the time periods specified
and pursuant to Securities and Exchange Commission rules and forms, including
controls and procedures designed to ensure that this information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
As
of the end of the period covered by this report, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the effectiveness of our disclosure controls and
procedures. Based upon this evaluation, our Chief Executive Officer and our
Chief Financial Officer concluded that our disclosure controls and procedures
were (1) designed to ensure that material information relating to our
Company is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, in a timely manner, particularly
during the period in which this report was being prepared, and
(2) effective, in that they provide reasonable assurance that information
we are required to disclose in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and
forms.
Changes in Internal
Control
There were no
changes in our internal control over financial reporting (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarterly period
ended March 31, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
We
are not aware of any legal proceedings to which we are a party or of which our
property is the subject. None of our directors, officers, affiliates, any owner
of record or beneficially of more than 5% of our voting securities, or any
associate of any such director, officer, affiliate or security holder are (i) a
party adverse to us in any legal proceedings, or (ii) have a material interest
adverse to us in any legal proceedings. We are not aware of any other legal
proceedings that have been threatened against us.
7
We
did not have any previously unreported sales of unregistered equity securities
during the period covered by this report.
None.
None.
None.
|
Exhibit
Number
|
Exhibit
Description
|
8
SIGNATURES
Pursuant to the
requirements of the Exchange Act, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Environmental Control
Corp.
|
|
|
(Registrant)
|
|
|
Date:
May 15, 2009
|
/s/
Albert E. Hickman
|
|
Albert E.
Hickman
|
|
|
President,
Chief Executive Officer and Director
|
|
|
Date:
May 15, 2009
|
/s/
Gary Bishop
|
|
Gary
Bishop
|
|
|
Chief
Financial Officer and Director
|
|
|
(Principal
Accounting Officer)
|
9