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EX-32.1 - HYBRID Coating Technologies Inc. | epod011110exh321.htm |
EX-31.1 - HYBRID Coating Technologies Inc. | epod011110exh311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 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 No. 000-53459
EPOD SOLAR INC.
(Exact name of registrant as specified in its charter)
Nevada | 20-3551488 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
#5 215 Neave Road
Kelowna, British Columbia,
Canada V1V 2L9
(Address of principal executive offices, zip code)
(250) 491-8111
(Registrants telephone number,
including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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. (check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company
x (Do not check if a smaller reporting company) |
1
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of January 6, 2010, there were 2,849,000 shares of the issuers common stock, par value $0.001 per share, outstanding.
EPOD SOLAR INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED NOVEMBER 30, 2009
INDEX
Index | Page | ||
Part I. | Financial Information | 4 | |
Item 1. | Financial Statements | 4 | |
Balance Sheets as of November 30, 2009 (unaudited) and May 31, 2009 | 4 | ||
Statements of Operations for the three and six months ended November 30, 2009 and 2008 and the period from November 2, 2007 (inception) to November 30, 2009 (unaudited) | 5 | ||
Statements of Cash Flows for the six months ended November 30, 2009 and 2008 and the period from November 2, 2007 (inception) to November 30, 2009 (unaudited) | 6 | ||
Note to Financial Statements (unaudited) | 7 | ||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
8 | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 9 | |
Item 4. | Controls and Procedures | 9 | |
Part II. |
Other Information |
9 | |
Item 1. | Legal Proceedings | 10 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 | |
Item 3. | Defaults Upon Senior Securities | 10 | |
Item 4. | Submission of Matters to a Vote of Security Holders | 10 | |
Item 5. | Other Information | 10 | |
Item 6. | Exhibits | 11 | |
Signatures |
11 | ||
Certifications |
12 |
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this annual report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any forward-looking statements that may be made in this annual report. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this annual report in its entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this annual report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EPOD SOLAR INC.
(A Development Stage Company)
BALANCE SHEETS
November 30, | ||||||
2009 | May 31, 2009 | |||||
(unaudited) | ||||||
ASSETS | ||||||
Current assets |
||||||
Cash | $ | | $ | 4,287 | ||
Prepaid Expenses | 4,184 | | ||||
Total current assets | 4,184 | 4,287 | ||||
Total assets |
$ |
4,184 |
$ |
4,287 |
||
LIABILITIES |
||||||
Accounts payable | $ | 19,533 | $ | 1,823 | ||
Due to a related party | 34,738 | 23,283 | ||||
Total liabilities | 54,271 | 25,106 | ||||
STOCKHOLDERS DEFICIT |
||||||
Common stock | ||||||
75,000,000 common shares with a par value of $0.001 | ||||||
Issued and outstanding: | ||||||
2,849,000 and 3,775,000 common shares as at November 30, 2009 and May 31, 2009 respectively | 2,849 | 3,775 | ||||
Additional paid in capital | 45,970 | 24,225 | ||||
Deficit accumulated during the development stage | (98,906 | ) | (48,819 | ) | ||
Total stockholders deficit | (50,087 | ) | (20,819 | ) | ||
Total liabilities and stockholders deficit | $ | 4,184 | $ | 4,287 |
See accompanying notes to financial statements
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EPOD SOLAR INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
November | |||||||||||||||
Three Months | Three Months | Six Months | Six Months | 2, 2007 | |||||||||||
Ended | Ended | Ended | Ended | (Inception) to | |||||||||||
November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | |||||||||||
General and administrative | $ | (14,084 | ) | $ | (19,072 | ) | $ | (50,087 | ) | $ | (25,552 | ) | $ | (98,906 | ) |
Net loss | $ | (14,084 | ) | $ | (19,072 | ) | $ | (50,087 | ) | $ | (25,552 | ) | $ | (98,906 | ) |
Basic and diluted loss per share |
$ |
(0.00 |
) |
$ |
(0.01 |
) |
$ |
(0.02 |
) |
$ |
(0.01 |
) |
|||
Weighted average number of shares outstanding |
2,849,000 |
3,775,000 |
3,000,803 |
3,775,000 |
See accompanying notes to financial statements
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EPOD SOLAR INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
November | |||||||||
Six Months | Six Months | 2, 2007 | |||||||
Ended | Ended | (Inception) | |||||||
November 30, | November 30, | to November 30, | |||||||
2009 | 2008 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Net loss | $ | (50,087 | ) | $ | (25,552 | ) | $ | (98,906 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||
Impairment of mineral property | | | 3,600 | ||||||
Change in operating assets and liabilities | |||||||||
Prepaid expenses | (4,184 | ) | | (4,184 | ) | ||||
Accounts payable | 17,710 | 3,727 | 19,533 | ||||||
Net cash used in operating activities | (36,561 | ) | (21,825 | ) | (79,957 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES |
|||||||||
Mineral property acquisition | | | (3,600 | ) | |||||
Net cash used in investing activities | | | (3,600 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||||
Advances from related parties | 32,274 | 10,048 | 55,557 | ||||||
Proceeds from sale of stock | | | 28,000 | ||||||
Net cash provided by financing activities | 32,274 | 10,048 | 83,557 | ||||||
INCREASE (DECREASE) IN CASH |
(4,287 |
) |
(11,777 |
) |
|
||||
CASH, BEGINNING |
4,287 |
21,722 |
|
||||||
CASH, ENDING | $ | | $ | 9,945 | $ | | |||
Supplemental cash flow information |
|||||||||
Interest paid | $ | | $ | | $ | | |||
Income taxes paid | $ | | $ | | $ | | |||
Noncash transactions: |
|||||||||
Shareholder forgiveness of debt | $ | 20,819 | $ | | $ | 20,819 |
See accompanying notes to financial statements
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EPOD SOLAR INC.
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Company)
November 30, 2009
(UNAUDITED)
1. |
NATURE OF OPERATIONS |
The Company was incorporated in the State of Nevada on November 2, 2007 and is in the development stage as defined by Accounting Standards Codification (ASC) 915, Development Stage Entities.
On July 10, 2009, the Company received shareholder approval for a name change from Allora Minerals, Inc. to EPOD Solar, Inc. and that it has amended its Articles of Incorporation, which became effective on July 16, 2009, following the filing of the Amendment with the Secretary of State of Nevada. On August 12, 2009, EPOD Solar received approval for the name change and started trading under the new ticker symbol EPDS on the OTC bulletin board.
Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been omitted from these unaudited financial statements. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended May 31, 2009. The results of operations for the three and six months ended November 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.
In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business, raising substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
The company has evaluated subsequent events for recognition of disclosure through the date these financial statements were widely available to be issued, January 7, 2010
2. |
COMMON SHARES |
On June 30, 2009, the shares of the company were sold to independent shareholders. As part of this transaction, 926,000 shares were retired.
3. |
RELATED PARTY TRANSACTIONS |
a) |
As of May 31, 2009, an amount of $23,283 was owed to a director of the Company, $20,819 of this amount was forgiven as part of the June 30, 2009 agreement with EPOD Solar Inc. (a different company with the same name, hereinafter EPOD Solar Target). As of November 30, 2009, $34,738 was owed to EPOD Industries Inc., a subsidiary of EPOD Solar Target. The amount is unsecured, non-interest bearing and has no specified terms of repayment. | |
b) |
EPOD Solar Target provides office space and services at no cost to the Company. |
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4. |
SUBSEQUENT EVENTS |
On December 18, 2009, the Company announced the termination of the asset and stock purchase agreement previously entered into between the Company and EPOD Solar Target on June 30, 2009.
As well, the Company has announced the expiration of the letter of intent signed July 21, 2009 between the Company and OptiSolar Technologies Inc. Under the terms of the letter of intent, the Company planned to purchase the manufacturing facilities, production lines, intellectual property and R&D facility of OptiSolar for a value of $260 million in an all stock transaction.
On December 21, 2009 the Company announced the signing of an LOI with Nanotech Industries Inc. for a contemplated major transaction between the two companies. According to the terms of the LOI, the parties must enter into mutually agreeable definitive agreements necessary for the Transaction within thirty days of signing of the LOI. The closing of the transaction will be also be contingent upon each of the parties obtaining all necessary consents and approvals.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Certain statements contained in the following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A), including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are forward-looking statements. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements and, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. See Forward-Looking Statements. You should read this MD&A in conjunction with the financial statements and the accompanying notes thereto filed with this Annual Report on Form 10-K.
Plan of Operation
As of November 30, 2009, the Company was inactive and intends no further operations as a mining development company. Following the completion of the Acquisition (as described below and under the heading Business Recent Developments, above), the Registrant will do business as a manufacturer and vendor of Green Polyurethane(TM) Binder and Green Polyurethane® Monolithic Floor Coating product.
Recent Developments
On December 18, 2009, the Company announced the termination of the asset and stock purchase agreement entered into between the Company and EPOD Solar Target on June 30, 2009.
As well, the Company has announced the expiration of the letter of intent signed July 21, 2009 between the Company and OptiSolar Technologies Inc. Under the terms of the letter of intent, the Company planned to purchase the manufacturing facilities, production lines, intellectual property and R&D facility of OptiSolar for a value of $260 million in an all stock transaction.
On December 21, 2009 the Company announced the signing of an LOI with Nanotech Industries Inc. for a contemplated major transaction between the two companies. According to the terms of the LOI, the parties must enter into mutually agreeable definitive agreements necessary for the Transaction within thirty days of signing of the LOI. The closing of the transaction will also be contingent upon each of the parties obtaining all necessary consents and approvals.
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Results of Operations
Three and Six-Month Periods Ended November 30, 2009 and 2008
We did not earn any revenues during the three and six-month periods ended November 30, 2009 and 2008 respectively.
We incurred operating expenses, consisting solely of general and administrative expense, in the amount of $14,084 and $50,087 for the three and six-month periods ended November 30, 2009, respectively. We incurred operating expenses, consisting solely of general and administrative expense, in the amount of $19,072 and $25,552 for the three and six-month periods ended November 30, 2008, respectively.
For the period from inception on November 2, 2007 through November 30, 2009, we incurred total expenses of $98,906, consisting solely of general and administrative expenses, for an overall loss of $98,906 since inception.
Liquidity and Capital resources
We had cash balances of $nil and $4,287 at November 30 and May 31, 2009 respectively.
Going Concern Consideration
We have not generated any revenues since inception. As of November 30, and May 31, 2009 respectively, the Company had accumulated losses of $98,906 and $48,819. Our independent auditors included an explanatory paragraph in their report on the financial statements accompanying the Annual Report on Form 10-K that states that these factors raise substantial doubt about our ability to continue as a going concern. These factors include the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2010 raise substantial doubt about its ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. See Recent Developments in this MD&A for a discussion of the Companys business going forward.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4T. CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our President and Chief Executive Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Exchange Act, within the time periods specified in the SECs rules and forms.
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There were no changes in the Companys internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Companys business, financial condition or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number | Description |
3.1 | Articles of Incorporation* |
3.2 | Bylaws* |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
*Filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-153675), as filed with the Securities and Exchange Commission on September 26, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EPOD SOLAR, INC.
(Name of Registrant)
Date: January 11, 2009 | By: //s/ Michael Matvieshen |
Name: Michael Matvieshen | |
Title: President and Chief Executive Officer, and | |
principal financial officer |
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EXHIBIT INDEX
Number | Description |
3.1 | Articles of Incorporation* |
3.2 | Bylaws* |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
*Filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-153675), as filed with the Securities and Exchange Commission on September 26, 2008.
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