Attached files
| file | filename |
|---|---|
| EX-31.1 - DLT Resolution Inc. | v206537_ex31-1.htm |
| EX-32.2 - DLT Resolution Inc. | v206537_ex32-2.htm |
| EX-31.2 - DLT Resolution Inc. | v206537_ex31-2.htm |
| EX-32.1 - DLT Resolution Inc. | v206537_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
For
the quarterly period ended: September 30, 2010
or
For
the transition period from ____________ to _____________
Commission
File Number: 333-148 546
ELEMENTAL
PROTECTIVE COATINGS CORP.
(Exact
name of registrant as specified in its charter)
(305)
428-2653
(Registrant's
telephone number, including area code)
Indicate
by check mark 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 past 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 ¨
x QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Nevada
20-8248213
(State or
other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
Water
Park Place, 20 Bay Street
Toronto, ON,
Canada M5J 2N8
(Address
of principal executive offices) (Zip Code)
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.:
(Do not
check if a smaller reporting company)
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
stock, as of the latest practicable date:
(Class)
(Outstanding
as at September 30th, 2010)
Large
accelerated filer ¨
Accelerated
filer ¨
Non-accelerated
filer ¨
Smaller
reporting company x
Common
Stock, $0.001 par value 56,300,000 shares
Elemental
Protective Coating Corp.
(formerly
DBL Senior Care, Inc.)
(a
Development Stage Company)
Index
to Financial Statements
|
Part
I - Financial Information
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3
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Item
1 - Financial Statements
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3
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Balance
Sheets
|
||
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(Balance
Sheets as of September 30, 2010 and December 31, 2009)
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Statements
of Operations
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||
|
(Statements
of Operations for the three and nine months ended September 30, 2010 and
2009 and the period of January 17, 2007 (Inception) to September 30,
2010)
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||
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Statements
of Cash Flows
|
||
|
(Statements
of Cash Flows for the nine months ended September 30, 2010 and 2009 and
the period of January 17, 2007 (Inception) to September 30,
2010)
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||
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Notes
to the Unaudited Financial Statements
|
6
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For
the Three and Nine Months Ended September 30, 2010 and 2009 and the Period
of January 17, 2007 (Inception) to September 30, 2010
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Note
1 - Basis of Presentation
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Note
2 - Condensed Financial Statements
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Note
3 - Going Concern
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Note
4 - History and Organization of the Company
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Note
5 - Accounting Policies
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||
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Use
of Estimates
|
||
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Recently
Issued Accounting Pronouncements
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Note
6 - Subsequent Events
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Item
1A - Risk Factors
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8
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Item
2 - Management’s Discussion and Analysis
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8
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Plan
of Operation
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Financial
Condition
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Item
3 - Market Risk Disclosures
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9
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Item
4 - Controls
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9
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Part
II - Other Information
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9
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Item
1 - Legal Proceedings
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9
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Item
2a - Unregistered Sales of Equity Securities
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9
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Item
2b - Stockholder Matters
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9
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Item
2c - Issuer repurchases
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9
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Item
3 - Defaults Upon Senior Securities
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9
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Item
4 - Results of Security Holder Vote
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9
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Item
5 - Other Information
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9
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Item
6 - Exhibits
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9
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Signatures
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10
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Certifications
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CEO
Certification
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CFO
Certification
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CEO
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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CFO
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Page 2 of
10
Part
I - Financial Information
Item
1 - Financial Statements
Balance
Sheets
(Balance
Sheets as of September 30, 2010 and December 31, 2009)
ELEMENTAL
PROTECTIVE COATING CORP.
(formerly
DBL SENIOR CARE, INC.)
(A
Development Stage Company)
Balance
Sheets
|
September 30,
2010
|
December 31,
2009
|
|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
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Current
assets
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||||||||
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Cash
|
$ | - | $ | 37 | ||||
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Total
current assets
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- | 37 | ||||||
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Intangible
assets
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- | 4,970,833 | ||||||
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Total
assets
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$ | - | $ | 4,970,870 | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
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Current
liabilities
|
||||||||
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Accounts
payable and accrued liabilities
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$ | 11,332 | $ | 8,430 | ||||
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Related
party payable
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5,324 | - | ||||||
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Wages
payable
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105,000 | - | ||||||
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Notes
payable
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6,000 | 6,000 | ||||||
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Total
current liabilities
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127,656 | 14,430 | ||||||
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Convertible
note payable
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- | 5,000,000 | ||||||
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Accrued
interest
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- | 34,521 | ||||||
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Total
liabilities
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127,656 | 5,048,951 | ||||||
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Stockholders'
deficit
|
||||||||
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Preferred
stock, $.001 par value; 5,000,000 shares authorized, no shares issued or
outstanding
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- | - | ||||||
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Common
stock, $.001 par value; 275,000,000 shares authorized; 13,300,000 issued
and outstanding at September 30, 2010 and December 31,
2009
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13,300 | 13,300 | ||||||
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Additional
paid in capital
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78,010 | 78,010 | ||||||
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Deficit
accumulated during the development stage
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(218,966 | ) | (169,391 | ) | ||||
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Total
stockholders' deficit
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(127,656 | ) | (78,081 | ) | ||||
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Total
liabilities and stockholders' deficit
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$ | - | $ | 4,970,870 | ||||
See
accompanying notes to financial statements
Page 3 of
10
Statements
of Operations
(Statements
of Operations for the three and nine months ended September 30, 2010 and 2009
and the period of January
17, 2007 (Inception) to September 30, 2010)
ELEMENTAL
PROTECTIVE COATING CORP.
(formerly
DBL SENIOR CARE, INC.)
(A
Development Stage Company)
Statement
of Operations (unaudited)
|
For the period from
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||||||||||||||||||||
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January 17, 2007
|
||||||||||||||||||||
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Three
months ended September 30,
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Nine
months ended September 30,
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(inception) to
|
||||||||||||||||||
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2010
|
2009
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2010
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2009
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September 30, 2010
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Operating
expenses
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||||||||||||||||||||
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Amortization
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- | - | 86,806 | - | 115,973 | |||||||||||||||
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General
and administrative
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619 | 3,194 | 1,005 | 11,282 | 11,499 | |||||||||||||||
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Officer
compensation
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105,000 | - | 105,000 | - | 105,000 | |||||||||||||||
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Professional
fees
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6,258 | - | 7,258 | - | 57,508 | |||||||||||||||
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Total
operating expenses
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111,877 | 3,194 | 200,069 | 11,282 | 289,980 | |||||||||||||||
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Other
income (expense)
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||||||||||||||||||||
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Other
income
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- | - | - | - | 41 | |||||||||||||||
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Extraordinary
gain
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- | - | 253,634 | - | 253,634 | |||||||||||||||
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Interest
expense
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- | - | (103,140 | ) | - | (137,661 | ) | |||||||||||||
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Total
other income (expense)
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- | - | 150,494 | - | 116,014 | |||||||||||||||
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Net
loss
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$ | (111,877 | ) | $ | (3,194 | ) | $ | (49,575 | ) | $ | (11,282 | ) | $ | (173,966 | ) | |||||
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Basic
and diluted loss per common share
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted
average shares outstanding
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13,300,000 | 56,300,000 | 13,300,000 | 56,300,000 | ||||||||||||||||
See
accompanying notes to financial statements
Page 4 of
10
Statements
of Cash Flows
(Statements
of Cash Flows for the nine months ended September 30, 2010 and 2009 and the
period of January 17, 2007 (Inception) to September 30, 2010)
ELEMENTAL
PROTECTIVE COATING CORP.
(formerly
DBL SENIOR CARE, INC.)
(A
Development Stage Company)
Statements
of Cash Flows (unaudited)
|
For the period of
|
||||||||||||
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January 17, 2007
|
||||||||||||
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Nine
months ended September 30,
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(inception) to
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2010
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2009
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September 30, 2010
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||||||||||
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Cash
flows from operating activities
|
||||||||||||
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Net
loss
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$ | (49,575 | ) | $ | (11,282 | ) | $ | (173,966 | ) | |||
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Adjustments
to reconcile net loss to net cash used in operating
activities
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||||||||||||
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Amortization
expense
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86,806 | - | 115,973 | |||||||||
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Extraordinary
gain
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(253,634 | ) | - | (253,634 | ) | |||||||
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Interest
on convertible note
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103,140 | - | 137,661 | |||||||||
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Changes
in operating assets and liabilities
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||||||||||||
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Accounts
payable and accrued liabilities
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2,902 | 7,500 | 11,332 | |||||||||
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Wages
payable
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105,000 | - | 105,000 | |||||||||
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Net
cash used in operating activities
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(5,361 | ) | (3,782 | ) | (57,634 | ) | ||||||
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Net
cash used in investing activities
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- | - | - | |||||||||
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Cash
flows from financing activities
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||||||||||||
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Proceeds
from related party loans
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5,324 | - | 5,324 | |||||||||
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Proceeds
from note payable
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- | 3,710 | 6,000 | |||||||||
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Contributed
capital
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- | 100 | 10,010 | |||||||||
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Proceeds
from sale of stock
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- | - | 36,500 | |||||||||
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Payment
on cancelled shares
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- | - | (200 | ) | ||||||||
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Net
cash provided by financing activities
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5,324 | 3,810 | 57,634 | |||||||||
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(Decrease)
increase in cash
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(37 | ) | 28 | - | ||||||||
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Cash
at beginning of period
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37 | 33 | - | |||||||||
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Cash
at end of period
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$ | - | $ | 61 | $ | - | ||||||
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Supplemental
Cash Flow Information:
|
||||||||||||
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Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
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Cash
paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
See
accompanying notes to financial statements
Page 5 of
10
Notes
to the Unaudited Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009 and the Period of
January 17, 2007 (Inception) to September 30, 2010
The
accompanying notes are an integral part of these financial
statements.
Note
1 - Basis of Presentation
The
interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
audited financial statements of the Company for the period ended December 31,
2009 and notes thereto included in the Company's annual report on Form
10-K. The Company follows the same accounting policies in the
preparation of interim reports.
Results
of operations for the interim periods are not indicative of annual
results.
Note
2 - 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 September 30, 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 December
31, 2009 audited financial statements. The results of operations for
the periods ended September 30, 2010 and 2009 are not necessarily indicative of
the operating results for the full years.
Note
3 - Going Concern
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.
Page 6 of
10
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.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
Note
4 - History and Organization of the Company
The
Company was organized on January 17, 2007 (Date of Inception) under the laws of
the State of Nevada, as DBL Senior Care, Inc. The Company was authorized to
issue up to 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001
par value preferred stock. The Company has limited operations
and in accordance with FASB ASC 915-10, "Development Stage Entities," the
Company is considered a development stage company.
On
December 11, 2009, the Company amended its articles
of incorporation to change its name from DBL Senior
Care, Inc. to Elemental Protective Coatings
Corp.
The
former business plan of the Company was to provide personal care services to
elderly, handicapped or other home-bound individuals suffering infirmity. During
the year ended December 31, 2009, the board of directors changed the Company's
focus toward the manufacture and sale of fire retardant products.
Note
5 - Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Net
Income (Loss) per Common Share
Net
income (loss) per common share is provided in accordance with FASB ASC 260-10,
"Earnings per Share". Basic net income (loss) per common share is computed by
dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted net
income (loss) per common share gives effect to all dilutive potential common
shares outstanding during the period. Dilutive net loss per common share
excludes all potential common shares if their effect is
anti-dilutive.
Page 7 of
10
Recently
Issued Accounting Pronouncements
Certain
accounting pronouncements have been issued by the FASB and other standard
setting organizations which are not yet effective and have not yet been adopted
by the Company. The impact on the Company’s financial position and results
of operations from adoption of these standards is not expected to be
material.
Note
6 - Subsequent Events
On October 28, 2010 Gilles Trahan resigned from the Company and
John Wilkes assumed all of Trahan's responsibilities.
On
November 4, 2010 the Company agreed to issue 210,000,000 shares of
its common stock to Lacey holdings limited, a B.V.I. corporation, in
exchange for an exclusive worldwide license to utilize its proprietary “carbon
credit” producing technology solutions. The shares were issued on the same
day as payment of the $2,100,000 licensing fee.
On
December 7, 2010, the Company signed a promissory note with a former officer for
$72,247 which is the sum of salary owed plus expenses paid by the officer on
behalf of the Company. Payments will be made in two installments with $40,000
being due on January 16, 2011 and $32,247 being due May 16, 2011. The note is
non-interest bearing.
On December 15, 2010,
upon approval of the shareholders of this corporation, the Company
enacted a 9:1 reverse stock split and the Articles of Incorporation were amended
and restated as follows:
ARTICLE
1. Name of the corporation: Bio-Carbon Solutions International.
Item
1A - Risk Factors
Not
Applicable.
Item
2 - Management’s Discussion and Analysis
Plan
of Operation
The
Company intends to provide specialized advisory and value chain management
services to clients who wish to participate in the carbon development
market.
The
Company’s participation may take place in three main forms:
|
1)
|
Preparing
necessary documentation and proof for registering carbon offsets
specifically to meet the requirements of carbon trades from specific
landholdings, working either on behalf
of:
|
a) landowners
intent on increasing revenues from their properties, or
b) emitters
intent on meeting their regulatory requirements.
2)
Providing carbon monitoring services in order to ensure that our clients’
projects are compliant in their reporting to various jurisdictions where their
carbon offsets are registered.
3)
Financing specific projects where the Company can forward sell carbon offsets to
emitters or carbon brokerage firms.
Page 8 of
10
Mandatory
carbon offsets are regulated through cap and trade mechanism. These are
legislated regional or international arrangements where carbon emitters have the
option to purchase carbon offsets from forested ecosystems to reduce their
carbon footprints.
Offsets
are generated from projects that are registered and accepted by authorities only
after they meet a complex set of rules in terms of project baseline definition,
eligibility of activities, carbon pool and sink modeling/accounting,
demonstration of permanence, and strategies to manage the risk of
reversal.
These
rules vary from one jurisdiction to the other and are difficult to navigate for
people unfamiliar with the entire value chain involved in carbon
trading.
Similar
to mandatory carbon offsets, voluntary carbon offsets must meet specific
accounting rules in order to be credible in the marketplace.
Financial
Condition
The
Company begins its new business line relatively unencumbered with no appreciable
plans for an increase in company expenses at this time.
Item
3 - Market Risk Disclosures
Not
applicable at this time.
Item
4 - Controls
Not
applicable at this time.
Part
II - Other Information
Item
1 - Legal Proceedings
None.
Item
2a - Unregistered Sales of Equity Securities
Not
applicable at this time.
Item
2b - Stockholder Matters
Not
applicable at this time.
Item
2c - Issuer repurchases
Not
applicable at this time.
Item
3 - Defaults Upon Senior Securities
None.
Item
4 - Results of Security Holder Vote
Not
applicable at this time.
Item
5 - Other Information
None.
Item
6 - Exhibits
None.
Page 9 of
10
Signatures
In
accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized on the day of 23 December 2010.
By:/s/
John Wilkes, President and Chief Executive Officer
By:/s/
Martin Baldwin, Treasurer and Chief Financial Officer
Pursuant
to the requirements of the Securities Act of l934, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
By:/s/
John Wilkes, Director
|
23
December 2010
|
|
By:/s/
Martin Baldwin, Director
|
23
December 2010
|
Page 10
of 10