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 June 30, 2017
or
☐[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number000-55177
000-55177
(Exact name of registrant as specified in its charter)
| Nevada | 27-4715504 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) | |
| 2 Coleman Court | ||
| Southampton, New Jersey | 08088 | |
| (Address of principal executive offices) | (Zip Code) |
(845) 610-3817
(Registrant'sRegistrant’s telephone number including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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. ☒days [X] Yes ☐[ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) ☒[X] Yes ☐[ ] No
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“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer | 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 ☐[ ] No ☒
Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date: 3,202,667225,747,821 shares of common stock issued and outstanding as of July 31, 2017.
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The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
(Formally Liberated Energy, Inc)
BALANCE SHEETS
(Unaudited)
| June 30, | September 30, | |||||||
| 2017 | 2016 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 5,515 | $ | 1,804 | ||||
| Accounts receivable | 48,990 | -- | ||||||
| Total current assets | 54,505 | 1,804 | ||||||
| Other asset | ||||||||
| Receivable – EcoCab | 43,324 | -- | ||||||
| Total assets | $ | 97,829 | $ | 1,804 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expense | $ | 140,372 | $ | 49,433 | ||||
| Convertible notes payable | 915,334 | 517,736 | ||||||
| Total liabilities | 1,055,706 | 567,169 | ||||||
| Stockholders' deficit | ||||||||
Preferred shares, par value $0.001 10,000,000 authorized; 10,000,000 issued and outstanding | 10,000 | 10,000 | ||||||
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 3,202,667 and 1,888,832 as of June 30, 2017 and September 30, 2016, respectively | 3,202 | 1,889 | ||||||
| Additional paid-in capital | 1,133,345 | 824,414 | ||||||
| Accumulated deficit | (2,104,424 | ) | (1,401,668 | ) | ||||
| Total stockholders' deficit | (957,877 | ) | (565,365 | ) | ||||
| Total liabilities and stockholders' equity(deficit) | $ | 97,829 | $ | 1,804 | ||||
| March 31,2018 | September 30, 2017 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 164,217 | $ | 67,353 | ||||
| Total current assets | 164,217 | 67,353 | ||||||
| Total assets | $ | 164,217 | $ | 67,353 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 142,154 | $ | 133,970 | ||||
| Note payable- JV | 25,000 | — | ||||||
| Convertible notes payable | 860,512 | 973,086 | ||||||
| Deferred revenue | 5,000 | — | ||||||
| Total liabilities | 1,032,666 | 1,107,056 | ||||||
| Stockholders’ deficit | ||||||||
| Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding | 10,000 | 10,000 | ||||||
| Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 134,529,838 and 14,468,303 as of March 31, 2018 and September 30, 2017, respectively | 134,530 | 14.468 | ||||||
| Additional paid-in capital | 2,367,743 | 1,801,619 | ||||||
| Accumulated deficit | (3,380,722 | ) | (2,865,790 | ) | ||||
| Total stockholders’ deficit | (868,450 | ) | (1,039,702 | ) | ||||
| Total liabilities and stockholders’ (deficit) | $ | 164,217 | $ | 67,353 | ||||
The accompanying notes are an integral part of the unaudited financial statements.
| 3 |
(Formally Liberated Energy, Inc)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINESIX MONTHS ENDED JUNE 30,
(UNAUDITED)
| Three Months | Nine Months | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenue | $ | 48,990 | $ | -- | $ | 48,990 | $ | -- | ||||||||
| Cost of sales | 14,000 | -- | 14,000 | -- | ||||||||||||
| Gross Profit | 34,990 | -- | 34,990 | -- | ||||||||||||
| Expenses | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 41,535 | 43,040 | 629,513 | 219,158 | ||||||||||||
| Loss from operations | (6,545 | ) | (43,040 | ) | (594,523 | ) | (219,158 | ) | ||||||||
| Other Income(expense) | ||||||||||||||||
| Other income | -- | -- | 4 | -- | ||||||||||||
| Gain(loss) on debt adjustment | -- | -- | 29,503 | -- | ||||||||||||
| Note discount fees | -- | -- | (57,800 | ) | -- | |||||||||||
| Interest expense | (20,237 | ) | -- | (79,940 | ) | (33,253 | ) | |||||||||
| Total other income (expense) | (20,237 | ) | -- | (108,233 | ) | (33,253 | ) | |||||||||
| Net loss | $ | (26,782 | ) | $ | (43,040 | ) | $ | (702,756 | ) | $ | (252,411 | ) | ||||
| Net loss per common share basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.24 | ) | $ | (0.00 | ) | ||||
| Weighted average number of common shares outstanding | 3,202,667 | 788,330 | 2,893,426 | 746,432 | ||||||||||||
| Three Months | Six Months | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | $ | 439,618 | $ | 225,855 | $ | 508,443 | $ | 587,979 | ||||||||
| Loss from operations | (439,618 | ) | (225,855 | ) | (508,443 | ) | (587,979 | ) | ||||||||
| Other Income(expense) | ||||||||||||||||
| Other income | 20,000 | 1 | 20,000 | 5 | ||||||||||||
| Gain (loss) on debt adjustment | — | 29,503 | — | 29,503 | ||||||||||||
| Note discount fees | — | — | (57,800 | ) | ||||||||||||
| Interest expense | (4,762 | ) | (18,118 | ) | (24,915 | ) | (59,703 | ) | ||||||||
| Other expense | (1,574 | ) | (1,574 | ) | ||||||||||||
| Total other income (expense) | 13,664 | 11,386 | (6,489 | ) | (87,995 | ) | ||||||||||
| Net loss | $ | (425,955 | ) | $ | (214,469 | ) | (514,932 | ) | $ | (675,974 | ) | |||||
| Net loss per common share basic and diluted | $ | (0.01 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.25 | ) | ||||
| Weighted average number of common shares outstanding | 51,365,743 | 2,989,260 | 34,074,709 | 2,738,805 | ||||||||||||
The accompanying notes are an integral part of the unaudited financial statements.
| 4 |
(Formally Liberated Energy, Inc)
STATEMENTS OF CASH FLOWS
FOR THE NINESIX MONTHS ENDED JUNE 30,
(Unaudited)
| 2017 | 2016 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (702,756 | ) | $ | (252,411 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activity | ||||||||
| Stock based compensation | 291,544 | -- | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (48,990 | ) | -- | |||||
| Accounts payable and accrued expense | 90,939 | 68,152 | ||||||
| Net cash used in operating activities | (369,263 | ) | (184,259 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Loans to EcoCab | (197,520 | ) | -- | |||||
| Loans repaid from EcoCab | 154,196 | -- | ||||||
| Net cash used in Investing activities | (43,324 | ) | -- | |||||
| Cash Flows From Financing Activities: | ||||||||
| Debt issued to pay accounts payable | -- | 8,000 | ||||||
| Proceeds from issuance of convertible debt | 416,298 | 162,001 | ||||||
| Net cash provided by financing activities | 416,298 | 170,001 | ||||||
| Net change in cash | 3,711 | (14,258 | ) | |||||
| Cash at beginning of period | 1,804 | 16,921 | ||||||
| Cash at end of period | $ | 5,515 | $ | 2,663 | ||||
| Non-Cash Financing Activities: | ||||||||
| Common stock issued for convertible debt conversion | $ | 18,700 | $ | 39,769 | ||||
| 2018 | 2017 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (514,932 | ) | $ | (675,974 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | 345,224 | 291,544 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | 17,597 | 56,702 | ||||||
| Deferred revenue | 5,000 | — | ||||||
| Net cash used in operating activities | (147,111 | ) | (327,728 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Loan to Eco Cab | — | (197,520 | ) | |||||
| Cancellation of funds designated for acquisition of EcoCab | — | 154,196 | ||||||
| Net cash used in investing activities | — | (43,324 | ) | |||||
| Cash Flows From Financing Activities: | ||||||||
| Debt issued to JV for funds | 25,000 | — | ||||||
| Proceeds from issuance of convertible debt | 218,975 | 416,298 | ||||||
| Net cash provided by financing activities | 243,975 | 416,298 | ||||||
| Net change in cash | 96,864 | 45,246 | ||||||
| Cash at beginning of period | 67,353 | 1,804 | ||||||
| Cash at end of period | $ | 164,217 | $ | 47,050 | ||||
| Non-Cash Financing Activities: | ||||||||
| Common stock issued for accrued interest | $ | 9,413 | $ | — | ||||
| Common stock issued for convertible debt conversion | $ | 331,549 | $ | 18,700 | ||||
The accompanying notes are an integral part of the unaudited financial statements.
| 5 |
(f/k/a LIBERATED ENERGY, INC)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASISOF PRESENTATION AND ORGANIZATION
The Go Eco Group (formally Liberated Energy), Inc. (the "Company"“Company”), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010.
On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company'sCompany’s shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company'sCompany’s outstanding shares increased from 3,000,000 to 72,000,000.
On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company'sCompany’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as "discontinued“discontinued operations."
Effective January 19, 2013, the Company'sCompany’s business is the sale of alternative energy products and services.
On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.
On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company'sCompany’s common stock.
On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company was towill acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.
On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.
On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab.
On January 27,December 31, 2017 the Company reducedentered into a joint venture agreement to sell products produced by the authorized shares ofCompany. The Company will hold a 65% common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.
The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and ninesix months periods ended June 30, 2017March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2016Company’s 2017 Annual Report filed with the SEC for year-endyearend September 30, 2016.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, the Company has a negative working capital of $1,001,201$868,449 and an accumulated deficit of $2,104,424$3,380,722 as of June 30, 2017.March 31, 2018. The Company'sCompany’s ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.
Use of Estimates
The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase.
Fair Value of Financial Instruments
Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management'smanagement’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.
The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
| 7 |
Stock-Based Compensation
The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation ("(“ASC 718-10"718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty'scounterparty’s performance is complete and the related amount recognized in our statements of operations.
Revenue and Cost Recognition
The Company generateddid not generate revenue during the three and ninesix months periodperiods ended June 30,March 31, 2018 and 2017 but no revenue was generated for the 2016 period.periods. It is the Company'sCompany’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 "Revenue Recognition"“Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management'smanagement’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Income Taxes
The Company utilizes ASC 740 "Income Taxes"“Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company'sCompany’s results of operations or financial condition.
NOTE 4 – FAIR VALUE MEASUREMENTS
As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The Company'sCompany’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:
Level 1 —1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2 —2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.
Level 3 —3— Inputs reflecting management'smanagement’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instrument'sinstrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
NOTE5- EQUITY
During the six months ended March 31, 2018, the Company issued to an officer and director of the Company 10,000,000 shares with a value of $10,000 of series A preferred stock for service. Each share has 10 votes on all matters of the Company in which the shareholders can vote.
During the ninesix months ended June 30, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock
NOTE6– CONVERTIBLE DEBT
Carebourn Capital
On November 5, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $28,000 with an interest rate of 12% per annum. The note matured on August 5, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.
On December 21, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $21,000 with an interest rate of 12% per annum. The note matures on September 16, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.
On March 11, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $18,000 with net proceeds of $15,000 and with an interest rate of 12% per annum. The note matures on December 11, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.
On July 25, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $23,000 with an interest rate of 12% per annum. The note matures on July 25, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.
On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note matures on September 7, 2017. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.
On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note matures on October 3, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company'sCompany’s stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114.
On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matures on December 13, 2018. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.
As of March 31, 2018, the Company owed Carebourn capital $432,234 in principal and interest of $87,119 for a total of $519,353.
Power Up Lending
On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company'sCompany’s stock for the 10 days prior to the conversion.
On December 13, 2016,January 4, 2018, the Company issued a Convertible Note to Carebourn Capital, LPPower Up Lending Group Ltd for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears$35,000 with an interest rate of 12%8% per annum.annum with a default interest rate of 22%. The note matures on December 13,October 15, 2018. The note is convertible by the holder at a discount of 45%50% of the lowest three trading price of the Company'sCompany’s stock for the 2010 days prior to the conversion.
On February 28, 2017,15, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on November 30, 2018. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.
On March 13, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.
As of March 31, 2018, the Company owed Power Up lending $126,000 in principal and interest.
Crown Bridge Partners
On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company'sCompany’s stock for the 10 days prior to the conversion.
On January 5, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion
On February 16, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $16,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion
On March 22, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion
As of March 31, 2018, the Company owed Crown Bridge Partners $41,162 in principal and $1,991 in interest for a total of $43,153.
More Capital
On January 17, 2018, the Company issued a Convertible Note to More Capital, LLC for a principle amount of $18,975 with an interest rate of 10% per annum. The note matures on July 15, 2-18. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion
As of March 31, 2018, the Note Holder had converted the note to common stock and owed More Capital zero in principal and interest.
Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value.
On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company'sCompany’s outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company.
NOTE 87 – RECEIVABLES
On December 21, 2017 the Company advanced Eco Cab $197,520 in cashentered into a joint venture agreement to develop, market and received paymentssell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of $ 154,196 leaving a balance duethe Company’s direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company aswill hold a 65% common membership interest for an initial capital contribution of June 30, 2017$100. The joint venture partner contributed $25,000 plus software developed to enhance the Company’s product at a cost of $43,324.
NOTE 98 – SUBSEQUENT EVENTS
In April 2018 the Company issued a convertible note for $38,000 to Power UP Lending Group, LLC. The note bears an interest rate45,107,097 shares of 8% matures on April 30, 2018 and is convertible into the Company's common stock 180 days followingfor the dateconversion of the note at 58% of the average of the lowest 3 trading prices that occur within 10 days priorconvertible debt to conversion.equity.
| 11 |
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements"“forward-looking statements”, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential,"“may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or "continue,"“continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
Overview
Go Eco Group, (formally Liberated Energy), Inc. is a Nevada corporation formed on September 14, 2011. We were incorporated as Mega World Food Holding Company for the purpose of selling frozen vegetable products in all areas of the world except China.
On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company'sCompany’s shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company'sCompany’s outstanding shares increased from 3,000,000 to 72,000,000.
On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.
On July 6, 2016, the Company affected a 1-for-3,500 reverse split of the Company'sCompany’s common stock.
On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will required all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.
On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.
The Company designatedhas advanced Eco Cab $197,520 as part of the acquisition of EcoCab as per the agreement dated October 11, 2016.agreement. As the agreements were terminated by the Company, the Company cancelled the designationclosing, has not incurred, due to the failure of EcoCab meeting the agreements' requirements.
Results of Operations
Revenue
During the three and ninesix months periods ended June 30,March 31, 2018 and 2017 and 2016 the Company had revenues of $48,990 in both periods of 2017 and none in the same periods of 2016.
Cost of Sales
The Company incurreddid not incur cost of sales for the three months and nine monthsix periods ended June 30,2017 of $14,000March 31, 2018 and none in the same periods in 2016.
Operation and Administrative Expenses
During the three and ninesix months periods ended June 30, 2017March 31, 2018 the Company incurred general and administrative expense of $41,535$439,618 and $629,513$508,443 compared to $43,034$225,855 and $219,158$587,979 in the same period in 2016,2017, respectively. Higher quarter costs in the period ending June 30, 2017March 31, 2018 over the same period in 20162017 was attributed to an increase in stock base compensation in 2017 of $291,544 incurred in 2017.
Other Income (Expense)
During the three and ninesix months periods ended June 30, 2017March 31, 2018 the Company incurred other income for the quarter of $13,664 and other expense for the six months of $20,237$6,489compared to other income for the quarter of $11,386 and $108,237 compared to zero and $33,253other expense for the six months of $87,995 in the same period in 2016.
Net Loss
The net loss for the three and ninesix months periods ended June 30, 2017March 31, 2018 was $26,782$425,955 and $702,756$514,932 compared to $$43,040$214,469 and $252,411$675,974 for the same periods in 2016,2017, respectively.
Liquidity and Capital Resources
The Company has current assets of $54,505$164,217 and current liabilities of $1,055,706$1,032,666 resulting in negative working capital of $1,001,201.$868,449. This compares to negative working capital of $567,169$1,039,703 for the period ended September 30, 2016.2017. The increasedecrease in negative working capital to June 30, 2017March 31, 2018 is attributed to higher costsconversion of convertible debt in 2017 over 2016.
Funds used in operating activities were $369,263was $147,111 for the ninesix months ended June 30, 2017March 31, 2018 compared to funds used of $184,259$327,728 for the same period in 2016.2017. The increasedecrease in general and administrative expenses, exclusive of stock based compensation, contributed to the majority of the higherlower use of funds in 20172018 over 2016.
Funds used in investing activities for the nine months ended June 30,in 2017 waswere $43,324 compared to zero for the same period in 2016. The Company invested throughrepresenting loans made to EcoCab as part of the agreement madeInc. No funds were used in October 2016. The investing amount is the net balance as of June 30, 2017 from the initial amount invested of $197,520 less the amount repaid of $154,196.
Funds provided by financing activities for the ninesix months period ended June 30, 2017March 31, 2018 was $416,298$243,975 compared to $170,001$416,298 for the same period in 2016.2017. The Company issued convertible debt of for its financing activity in both 2017 for $ 416,298 and 2016.
Off-Balance Sheet Arrangements
The Company does not have any relationships with un entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.
Market risk is the risk of loss from adverse changes in market prices and rates. The Company'sCompany’s market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"“Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company'scompany’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the threeour six months period ended June 30, 2017March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the six months ended March 31, 2018, the Company issued 103,141,535 shares of common stock with a value of $340,962 for convertible debt and accrued interest.
During the six months ended March 31, 2018, the Company issued 22,920,000 shares of common stock with a value of $345,224 for services.
Not Applicable.
None
ITEM 6. EXHIBITS.EXHIBITS – THIS SHOULD INCLUDE ALL DOCUMENTS THAT ARE MATERIAL AND OPERATION – ARTICLES OF INCORPORATION, BYLAWS, CONTRACTS, ETC.
| Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Number | Filed herewith | |||||
| Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010 | S-1 | 12/08/10 | 3.1 | |||||||
| Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013 | 8-K | 02/07/13 | 3.1 | |||||||
| Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013 | 8-K | 02/07/13 | 3.2 | |||||||
| By-laws | S-1 | 12/08/10 | 3.2 | |||||||
| Amended Articles of Incorporation dated March 17, 2014 as filed with the Secretary of State in Nevada on March 17, 2014 | 8-K | 03/17/14 | 3.1 | |||||||
| Amended Articles of Incorporation dated January 17, 2017 | 8-K | 01/30/17 | 3.6 | |||||||
| Patent Acquisition Agreement dated January 23, 2013 | 8-K | 01/24/13 | 10.1 | |||||||
| Stock Exchange Agreement to acquire EcoCab LLC | 8-K | 09/21/16 | 10.1 | |||||||
| Promissory Note dated September 7, 2016 – Carebourn Capital, L.P. | 8-K | 09/21/16 | 10.2 | |||||||
| Promissory Note dated September 16, 2016 – Carebourn Capital, L.P. | 8-K | 09/21/16 | 10.3 | |||||||
| Addendum #1 to Amended and Restated Stock Exchange Agreement | 8-K/A-1 | 10/17/16 | 10.5 | |||||||
| Assignment of LLC Membership Interest | 8-K/A-2 | 11/17/16 | 10.6 | |||||||
| Certification of Chief Executive and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | X | |||||||||
| Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | X | |||||||||
| 101.INS | XBRL Instance Document | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | ||||||||
| 101.PRE | Taxonomy Extension Presentation Linkbase | X |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE GO ECO GROUP, INC. (formally Liberated Energy, Inc.) | ||
| Date: May 11, 2018 | ||
| By: | ||
| Brian Conway | ||
President, Director, Chief Financial Officer & Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer | ||
| 16 |
| Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Number | Filed herewith | |||||
| Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010 | S-1 | 12/08/10 | 3.1 | |||||||
| Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013 | 8-K | 02/07/13 | 3.1 | |||||||
| Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013 | 8-K | 02/07/13 | 3.2 | |||||||
| By-laws | S-1 | 12/08/10 | 3.2 | |||||||
| Amended Articles of Incorporation dated March 17, 2014 as filed with the Secretary of State in Nevada on March 17, 2014 | 8-K | 03/17/14 | 3.1 | |||||||
| Amended Articles of Incorporation dated January 17, 2017 | 8-K | 01/30/17 | 3.6 | |||||||
| Patent Acquisition Agreement dated January 23, 2013 | 8-K | 01/24/13 | 10.1 | |||||||
| Stock Exchange Agreement to acquire EcoCab LLC | 8-K | 09/21/16 | 10.1 | |||||||
| Promissory Note dated September 7, 2016 – Carebourn Capital, L.P. | 8-K | 09/21/16 | 10.2 | |||||||
| Promissory Note dated September 16, 2016 – Carebourn Capital, L.P. | 8-K | 09/21/16 | 10.3 | |||||||
| Addendum #1 to Amended and Restated Stock Exchange Agreement | 8-K/A-1 | 10/17/16 | 10.5 | |||||||
| Assignment of LLC Membership Interest | 8-K/A-2 | 11/17/16 | 10.6 | |||||||
| Certification of Chief Executive and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | X | |||||||||
| Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | X | |||||||||
| 101.INS | XBRL Instance Document | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | ||||||||
| 101.PRE | Taxonomy Extension Presentation Linkbase | X | ||||||||