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EX-32.2 - EXHIBIT 32.2 - Eco Energy Pumps, Inc.ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - Eco Energy Pumps, Inc.ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Eco Energy Pumps, Inc.ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Eco Energy Pumps, Inc.ex32-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1
           
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended:   January 31, 2010  
           
[   ] 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: 333-158203  
           
 
ECO ENERGY PUMPS, INC.
 
 
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
26-3550371
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
112 North Curry Street, Carson City, NV   89703-4934
(Address of principal executive offices)   (Zip Code)
           
 
(775) 284 3713
 
 
(Registrant’s telephone number, including area code)
 
 
 
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 |X| 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.
Large accelerated filer  [  ]
 Accelerated filer [   ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)     
    Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
 
Yes |X| No |_|
 
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of January 31, 2010, the registrant had 9,552,500 shares of common stock, $0.001 par value, issued and outstanding.
 
 
 

 
 
Explanatory Note: This Amendment No. 1 on Form 10-Q amends our Quarterly Report on Form 10-Q for the quarter ended January 31, 2010, which was originally filed with the SEC on April 29, 2010.  We are filing this Amendment No. 1 on Form 10-Q/A to amend the information under Item 9A. and 9(A)(T) Controls and Procedures.
 
 
2

 

INDEX

   
Page
   
Number
 
PART I – FINANCIAL INFORMATION
 
     
Item 1
Financial Statements
4
     
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
11
     
Item 4
Controls and Procedures
12
     
     
 
PART II – OTHER INFORMATION
 
     
Item 1
Legal Proceedings
13
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
13
     
Item 3
Defaults Upon Senior Securities
13
     
Item 4
(Removed and Reserved)
13
     
Item 5
Other Information
13
     
Item 6
Exhibits
13

 
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ECO ENERGY PUMPS, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

JANUARY 31, 2010

 
BALANCE SHEET

STATEMENT OF OPERATION

STATEMENT OF STOCKHOLDERS’ EQUITY

STATEMENT OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS
 
 
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ECO ENERGY PUMPS, INC.
(A Development Stage Company)

BALANCE SHEET
 
   
January 31, 2010
   
October 31, 2009 (unaudited)
 
ASSETS
           
Trust Account
    299       2,799  
CURRENT ASSETS
    299       2,799  
TOTAL ASSETS
  $ 299     $ 2,799  
                 
LIABILITIES AND STOCKHOLDER’S EQUITY
               
                 
CURRENT LIABILITIES
               
Accrued Expenses
    9,700       9,400  
Loans from Related Party
    2,995       1,995  
TOTAL CURRENT LIABILITIES
  $ 12,695     $ 11,395  
                 
STOCKHOLDER’S EQUITY (DEFICIT )
               
Capital stock (Note 4)
               
Authorized
               
75,000,000 shares of common stock, $0.001 par value,
               
Issued and outstanding
               
9,552,500 shares of common stock
    9,552       9,552  
Additional Paid in Capital
    4,798       4,798  
Accumulated Deficit during development stage
    (26,746 )     (22,946 )
TOTAL STOCKHOLDER’S EQUITY/(DEFICIT)
  $ (12,396 )   $ (8,596 )
TOTAL LIABILITES AND STOCKHOLDER’S EQUITY/(DEFICIT)
  $ 299     $ 2,799  

 
 
The accompanying notes are an integral part of these financial statements

 
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ECO ENERGY PUMPS, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS
 
   
Three months to
January 31, 2010
   
Three months to
January 31, 2009
   
Cumulative results of operations from October 14, 2008 (date of inception) to  
January 31, 2010
 
REVENUE
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
Professional Fees
  $ (3,500 )   $ (5,250 )   $ (22,270 )
Office and general
    (300 )     (20 )     (4,476 )
                         
NET LOSS
  $ (3,800 )   $ (5,270 )   $ (26,746 )
                         
Provision for income taxes
  $ -     $ -     $ -  
NET LOSS, after taxes
  $ (3,800 )   $ (5,270 )   $ (26,746 )
BASIC AND DILUTED LOSS PER COMMON SHARE
  $ 0.00     $ 0.00     $ 0.00  
                         
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING
     9,552,500        9,300,000          

 
 
The accompanying notes are an integral part of these financial statements

 
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ECO ENERGY PUMPS, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION (October 14, 2008) TO January 31, 2010
 
   
Common Stock
                         
   
Number of shares
   
Amount
   
Additional Paid-in Capital
   
 
Share Subscription Receivable
   
Deficit Accumulated During the Development Stage
   
Total
 
                                     
Common stock issued for cash at $0.001 per share
                                   
- November 6, 2008
    9,300,000     $ 9,300     $ -     $ (4,300 )   $ -     $ 5,000  
                                                 
Common stock issued at $0.02 per share.
                                               
- June 29, 2009
    252,500       252       4,798                       5,050  
Subscription Received
                            4,300               4,300  
Net Loss for the period ended October 31, 2009
    -       -       -        -       (22,946 )     (22,946 )
                                                 
Balance, October 31, 2009 ( unaudited )
    9,552,500       9,552       4,798       -       (22,946 )     (8,596 )
Net Loss for the period ended January 31, 2010
    -       -       -        -       (3,800 )     (3,800 )
Balance, January 31, 2010
   
 9,552,500
     
 9,552
     
 4,798
      -       (26,746
)
   
 (12,396
)
 
 
 
The accompanying notes are an integral part of these financial statements
 
 
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ECO ENERGY PUMPS, INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS

   
 
 
Three Months to January 31, 2010
   
 
 
Three months to January 31,2009
   
October 14, 2008 (date of inception) to
January 31, 2010
 
                   
                   
OPERATING ACTIVITIES
                 
Net loss
  $ (3,800 )   $ (5,270 )   $ (26,746 )
Accrued Expenses
    300       4,500       9,700  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (3,500 )     (770 )     (17,046 )
                         
FINANCING ACTIVITIES
                       
Common Shares
    -       5,000       14,350  
   Loans from related party
    1,000       -       2,995  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    1,000       5,000       17,345  
                         
NET INCREASE (DECREASE) IN CASH
    (2,500 )     4,230       299  
                         
CASH, BEGINNING OF PERIOD
    2,799       -       -  
                         
CASH, END OF PERIOD
  $ 299     $ 4,230     $ 299  

Cash paid for:
                   
Interest
  $ -     $ -     $ -  

Income taxes
  $ -     $ -     $ -  

The accompanying notes are an integral part of these financial statements
 
 
8

 
 
ECO ENERGY PUMPS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

January 31, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2009 audited financial statements.  The results of operations for the periods ended January 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The company has incurred losses since inception totaling $26,746.  

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events from the balance sheet date through April 22, 2010 and has determined that there are no events to disclose.
 
 
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Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

ECO ENERGY PUMPS, INC. ("Eco Energy Pumps", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on October 14, 2008.  The Company is a development stage company that intends to develop an efficient water pump powered by solar energy with an exclusive pump design. This product will be economical, portable and versatile; excellent for using in farms, irrigation, livestock watering and locations without power lines in general, such as remote homes and villages. It will be capable of pumping water from no matter how deep.

Its main differential will be the exclusive rotary style, positive flow pump, which will be able to pump water continually with little waste of energy.

Plan of Operation

The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended January 31, 2010 we had $229 of cash on hand. We incurred operating expenses in the amount of $3,800 in the quarter ended January 31, 2010. These operating expenses were comprised of professional fees and office and general expenses.

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 4,000,000 of or our common stock for sale to the public.  Our registration statement became effective on April 10, 2009 and we are in the process of seeking equity financing to fund our operations over the next 12 months.  

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If Eco Energy Pumps is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Eco Energy Pumps having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Eco Energy Pumps is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Eco Energy Pumps cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Eco Energy Pumps common stock would lose all of their investment.
 
 
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Over the 12 month period starting upon the end of the sale of our stock, our company must raise capital and start its sales. The first stage of our operations over this period is to develop the prototype of our exclusive solar pump system and make all the adjustments necessary to assure high quality. We expect to complete this step within 120 days of the end of the sale of our stock.

The second stage is to develop our company’s website with detailed information and animated demonstrations of our unique pump system. We expect to complete this step in 180 days after the end of the sale of our stock.

The third stage consists in our product Marketing and Sales campaign including: finding a storage space and buying pump supplies; exposition in Trade Shows across North America; distribution of flyers and brochures and demonstration of our products to non-governmental and governmental Institutions that are funding the development of extraction and delivery of water and sanitation in Africa and in development stage countries in general. We expect to be fully operational within 360 days after the end of the sale of our stock.

If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business development plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.

We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.

Off Balance Sheet Arrangement

The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan.  Our President, John David Palmer has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Palmer expression is neither a contract nor agreement between him and the company.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.
 
 
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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, 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 our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.  As reported in our Annual Report on Form 10-K for the year ended October 30, 2009, the Company’s principal executive officer and principal financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

The material weaknesses in our disclosure control procedures are as follows:

1.                Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2.               Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:

 
    Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.

 
    Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.
 
Changes in Internal Control over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended October 30, 2009, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of October 30, 2009. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.  
 
There have not been any changes in the Company's internal control over financial reporting during the quarter ended January  30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.”
 
 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 2. Unregistered Sales of Equity Securities and  Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None

Item 4. (Removed and Reserved)

        None

Item 5. Other Information
 
      None

Item 6. Exhibits

3.1 Articles of Incorporation [1]

3.2 By-Laws [1]

31.1  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32.1  Section 1350 Certification of Chief Executive Officer

32.2  Section 1350 Certification of Chief Financial Officer
 
 [1]     Incorporated by reference from the Company’s filing with the Commission on March 25, 2009.
 
 
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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
ECO ENERGY PUMPS, INC.

By:   /s/ Jun Liu_____________
     Name:  Jun Liu
     Title:  Chief Executive Officer

(principal executive officer)

By:   /s/ Zhengying Li_________
     Name:  Zhengying Li
     Title:  Chief Financial Officer

(principal accounting officer)

Dated: November 29, 2010
 
 
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