Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - GlyEco, Inc. | Financial_Report.xls |
| EX-32.1 - GlyEco, Inc. | ex32-1.htm |
| EX-32.2 - GlyEco, Inc. | ex32-2.htm |
| EX-31.2 - GlyEco, Inc. | ex31-2.htm |
| EX-31.1 - GlyEco, Inc. | ex31-1.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 September 30, 2011
|
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to .
|
Commission file number: 000-30396
ENVIRONMENTAL CREDITS, LTD.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
33-0824801
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
5782 Caminito Empresa, La Jolla, California 92037
(Address of principal executive offices - Zip Code)
|
(619) 895-6900
(Registrant's telephone number, including area code)
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
Indicate by check mark whether the registrant (1) has filed all reports 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 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o
|
Accelerated filer o
|
|
Non-accelerated filer o
(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 o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
On September 30, 2011, 73,034,283 shares of the issuer’s common stock were outstanding.
TABLE OF CONTENTS
|
PART I - FINANCIAL INFORMATION
|
Page | |
|
Item 1.
|
3
|
|
|
Item 2.
|
14
|
|
|
Item 3.
|
17
|
|
|
Item 4.
|
19
|
|
|
PART II - OTHER INFORMATION
|
||
|
Item 1
|
21
|
|
|
Item 1A
|
21
|
|
|
Item 2.
|
23
|
|
|
Item 3.
|
23
|
|
|
Item 4.
|
23
|
|
|
Item 5.
|
23
|
|
|
Item 6.
|
23
|
|
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
ENVIRONMENTAL CREDITS, LTD.
(FORMERLY BOYSTOYS.COM, INC.)
CONSOLIDATED BALANCE SHEETS
|
September 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
| ASSETS | ||||||||
|
Current Assets:
|
||||||||
|
Cash
|
$ | 0 | $ | 0 | ||||
|
Total Current Assets
|
0 | 0 | ||||||
|
Property and Equipment, Net
|
0 | 0 | ||||||
|
Other Assets:
|
||||||||
|
Note Receivable - Officer
|
0 | 0 | ||||||
|
Investment in Fine Art
|
0 | 0 | ||||||
|
Total Other Assets
|
0 | 0 | ||||||
|
TOTAL ASSETS
|
$ | 0 | $ | 0 | ||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accrued Interest
|
$ | 0 | $ | 0 | ||||
|
Convertible Debt
|
0 | 0 | ||||||
|
Total Current Liabilities
|
0 | 0 | ||||||
|
Note Receivable - Officer
|
0 | 0 | ||||||
|
TOTAL LIABILITIES
|
0 | 0 | ||||||
|
Shareholders' Equity (Deficit) :
|
||||||||
|
Preferred Stock, $.01 par value (10,000,000 authorized;
zero and 3,650,000 issued and outstanding as of September 30, 2011 and December 31, 2010 , respectively)
|
0 | 0 | ||||||
|
Common Stock, $.01 par value ( 300,000,000 shares authorized;
issued and outstanding: 73,034,283 as of September 30, 2011 and December 31, 2010, respectively)
|
730,342 | 730,342 | ||||||
|
|
||||||||
|
Common stocks subscribed
|
(62,500 | ) | (62,500 | ) | ||||
|
Treasury Stocks
|
(1,500 | ) | (1,500 | ) | ||||
|
Additional Paid-in-Capital
|
8,888,038 | 8,888,038 | ||||||
|
Deficit Accumulated During Development Stage
|
(9,554,379 | ) | (9,554,379 | ) | ||||
|
Total Shareholders' Equity (Deficit)
|
0 | 0 | ||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
$ | 0 | $ | 0 | ||||
See Notes to Consolidated Financial Statements.
ENVIRONMENTAL CREDITS, LTD.
(FORMERLY BOYSTOYS.COM, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the 3-months period ended September 30
|
For the 9-months period ended September 30
|
Cumulative Since May 2, 2006 (beginning date of year of bankruptcy discharge) to September 30, 2011
|
||||||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|
||||||||||||||||
|
Revenues
|
$ | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | |||||||||||
|
Cost of Sales
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Gross Profit
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Depreciation & Amortization
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
General & Administrative Expenses
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Total General & Administrative Expenses
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Operating Income (Loss)
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Other Income (Expenses)
|
||||||||||||||||||||
|
Interest Income
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Loss on Sale of Assets
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Settlement of Outstanding Notes Payable
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Write-off of Investment in Fine Art
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Total Other Income (Expenses)
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Deficit Before Income Taxes
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Provision for Income Taxes
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Net Income (Loss)
|
$ | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | |||||||||||
|
Net income (loss) per share
|
$ | 0.00 | $ | 0.00 | 0.00 | $ | 0.00 | |||||||||||||
|
Weighted average shares used for net income (loss) per share
|
73,034,283 | 73,034,283 | 73,034,283 | 73,034,283 | ||||||||||||||||
| Post 200 for 1 reverse split on Oct 23, 2008 | 34,274 | 34,274 | ||||||||||||||||||
|
Net income (loss) per diluted share
|
$ | 0.00 | $ | 0.00 | 0.00 | $ | 0.00 | |||||||||||||
|
Weighted average shares used for net income (loss) per diluted share
|
73,034,283 | 73,034,283 | 73,034,283 | 73,034,283 | ||||||||||||||||
See Notes to Consolidated Financial Statements.
ENVIRONMENTAL CREDITS, LTD.
(FORMERLY BOYSTOYS.COM, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICITS
|
Common Stock
|
Additional
Paid-in |
Common stock
Subscribed |
Preferred Stocks
|
Treasury Stocks
|
During
Development |
Retained
Earnings |
||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Stage
|
(Deficit)
|
Total
|
|||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2005
|
8,172,139 | $ | 81,721 | $ | 9,535,158 | (62,500 | ) | $ | (62,500 | ) | $ | $ | $ | (7,856,576 | ) | $ | (2,989,065 | ) | $ | (1,291,262 | ) | |||||||||||||||||||||||||||
|
Issuance of Series A Preferred Stocks- 11/12/2006 in exchange for 1,249,669 shares held by the Company's President
|
(1,249,669 | ) | (12,497 | ) | - | - | - | 3,500,000 | 12,497 | - | - | - | - | |||||||||||||||||||||||||||||||||||
|
Issuance of Series A Preferred Stock to acquire Company's Common Stocks - Treasury Stocks, 11/12/2006
|
150,000 | 1,500 | (150,000 | ) | (1,500 | ) | ||||||||||||||||||||||||||||||||||||||||||
|
Net income - net of gain (loss) on disposal of assets and forgiveness of debts on discharge of debts
|
1,291,262 | 1,291,262 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2006
|
6,922,470 | 69,224 | 9,535,158 | (62,500 | ) | (62,500 | ) | 3,650,000 | 13,997 | (150,000 | ) | (1,500 | ) | (6,565,314 | ) | (2,989,065 | ) | - | ||||||||||||||||||||||||||||||
|
Balance, December 31, 2007
|
6,922,470 | 69,224 | 9,535,158 | (62,500 | ) | (62,500 | ) | 3,650,000 | 13,997 | (150,000 | ) | (1,500 | ) | (6,565,314 | ) | (2,989,065 | ) | - | ||||||||||||||||||||||||||||||
|
Reverse stock split - one for 200
|
(6,888,187 | ) | (68,882 | ) | 68,882 | |||||||||||||||||||||||||||||||||||||||||||
|
Conversion of Preferred Stock to Common
|
73,000,000 | 730,000 | (716,003 | ) | (3,650,000 | ) | (13,997 | ) | ||||||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2008
|
73,034,283 | $ | 730,342 | $ | 8,888,037 | (62,500 | ) | $ | (62,500 | ) | - | $ | - | (150,000 | ) | $ | (1,500 | ) | $ | (6,565,314 | ) | $ | (2,989,065 | ) | $ | - | ||||||||||||||||||||||
|
Balance, December 31, 2009
|
73,034,283 | $ | 730,342 | $ | 8,888,037 | (62,500 | ) | $ | (62,500 | ) | - | $ | - | (150,000 | ) | $ | (1,500 | ) | $ | (6,565,314 | ) | $ | (2,989,065 | ) | $ | - | ||||||||||||||||||||||
|
Balance, December 31, 2010
|
73,034,283 | $ | 730,342 | $ | 8,888,037 | (62,500 | ) | $ | (62,500 | ) | - | $ | - | (150,000 | ) | $ | (1,500 | ) | $ | (6,565,314 | ) | $ | (2,989,065 | ) | $ | - | ||||||||||||||||||||||
|
Balance, September 30, 2011
|
73,034,283 | $ | 730,342 | $ | 8,888,037 | (62,500 | ) | $ | (62,500 | ) | - | $ | - | (150,000 | ) | $ | (1,500 | ) | $ | (6,565,314 | ) | $ | (2,989,065 | ) | $ | - | ||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
ENVIRONMENTAL CREDITS, LTD.
(FORMERLY BOYSTOYS.COM, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the 9-months period ended
September 30
|
Cumulative Since May 2, 2006 (beginning date of year of bankruptcy discharge) to September 30, 2011
|
|||||||||||
|
2011
|
2010
|
|||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net Income (Loss)
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
|
Non-cash operating activities included in deficit accumulated :
|
||||||||||||
|
Net cash provided by (used in) operating activities
|
0.00 | 0.00 | 0.00 | |||||||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Net cash provided by (used in) investing activities
|
0.00 | 0.00 | 0.00 | |||||||||
|
Cash Flows from Financing ctivities:
|
||||||||||||
|
Net cash provided by (used in) financing activities
|
0.00 | 0.00 | 0.00 | |||||||||
|
Net increase (decrease) in cash
|
0.00 | 0.00 | 0.00 | |||||||||
|
Cash at beginning of period
|
0.00 | 0.00 | 0.00 | |||||||||
|
Cash at end of period
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :
|
||||||||||||
|
Cash paid during the period for :
|
||||||||||||
|
Interest ( net of amount capitalized )
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
|
Income taxes
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
See Notes to Consolidated Financial Statements.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
NOTE 1 - ORGANIZATION AND BUSINESS
Environmental Credits LTD (Formerly BoysToys.com, Inc. and previous to that Alternative Entertainment, Inc.) was incorporated in the state of Delaware on April 21, 1997, under the name Wagg Corp. ("Wagg"). Environmental Credits LTD was engaged in the business of developing, owning and operating nightclubs providing exotic dance entertainment combined with a full service restaurant, lounge, and business meeting facilities from 1993 until September of 2002.
On December 6, 1993 Alternative Entertainment, Inc. a Nevada corporation ("AEI Nevada") was formed. On September 11, 1999, a wholly owned subsidiary was formed, RMA of San Francisco, Inc., a California Corporation.
On January 15, 1998, Wagg acquired 80% of the outstanding common stock of AEI Nevada. On January 25, 1998, the shareholders of AEI Nevada voted to execute a one-for-three reverse split of its common stock. On January 26, 1998, the shareholders of Wagg voted to execute a one-for-two reverse split of its common stock. The number of shares and per share amounts has been restated as though the transaction occurred on December 6, 1993 (Inception).
Following these actions and on January 28, 1998, the AEI Nevada Board of Directors voted to approve a plan and agreement of reorganization between Wagg and AEI Nevada. Under the terms of the reorganization, each share of AEI Nevada common stock was exchanged for one share of Wagg common stock owed by AEI Nevada, and all of the assets of AEI Nevada were transferred to Wagg. This resulted in AEI Nevada becoming a wholly-owned subsidiary of Wagg. In conjunction with these actions, the shareholders of Wagg approved an amendment of Wagg's Certificate of Incorporation to change its name to Alternative Entertainment, Inc., a Delaware Corporation ("AEI"). The reorganization has been accounted for as a reverse acquisition with a public shell. Accordingly, the accompanying consolidated financial statements have been presented as if AEI Nevada had always been a part of Wagg.
During 1998 Wagg changed its name to AEI. On December 29, 1998, AEI changed its name to Environmental Credits LTD (the "Company").
Activity for all periods prior to 2000 consisted primarily of efforts devoted to identifying suitable properties for acquisition, performing administrative functions, and the initial construction of the Company's first establishment located in San Francisco, California. In January 2000 operations commenced at this location in San Francisco, with RMA of San Francisco as the operating entity.
On May 8, 2001 the Company filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. The filing was in response to an unexpected attempt by the landlord to terminate the Company's long-term lease for the club in San Francisco. In the third quarter the United States Bankruptcy Court transferred operations away from the Company (September 12, 2002). On October 6, 2002 the United States Bankruptcy court entered an order for Chapter 7 dissolution. On May 2, 2007 the Company emerged from Chapter 7 bankruptcy.
In November 2007, after the Company's emergence from bankruptcy in May 2007, the Company's Board of Directors voted to forego any further involvement in the adult entertainment industry. The Company has since decided to explore opportunities in the environmental emissions trading industry and the Company is now positioned itself as a developmental company in that industry.
On January 7, 2007 the Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission. The Company also notified all of its shareholders as to the 14C filing and upcoming shareholders meeting scheduled for March 7, 2008.
On March 7, 2008, the Company held its first ever Annual Stockholders' Meeting. The Annual Meeting was held pursuant to the Company's Information Statement filed on Schedule 14C with the Securities and Exchange Commission.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
The Meeting was called to order by the Company's Chairman, President and founder, at 11:00 A.M., P.S.T. and the Company's stockholders took the following actions:
(A) The Company's stockholders approved the 200 for one reverse split of the Company's Common Stock authorizing the Company's Board of Directors to set an effective date for the reverse stock split. As adopted by the shareholders, one New Share (of the Company's Common Stock) will be issued for each two hundred (200) shares of the Company's Common Stock currently issued and outstanding with each fractional share rounded up to the next whole share (the "Reverse Split"). The Company's Board of Directors has not yet set a Record Date for the Reverse Split and the Company intends to file Form 8-K to announce the effective date upon determination of the Record Date.
(B) The Company's stockholders approved the amendment to the Company's Certificate of Incorporation to change the Company's name from Environmental Credits LTD to Environmental Credits, Ltd.
(C) The Company's stockholders approved the appointment of Stan Lee, CPA as the Company's independent auditor.
(D) The Company's stockholders approved the amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's Common Stock (par value $0.01) from 20,000,000 to 300,000,000 (par value $0.01).
The Annual Meeting follows the determinations made by the Company's Board of Directors in November 2007 after the Company's emergence from bankruptcy in May 2007 to forego any further involvement in the adult entertainment industry. The Company has since decided to explore opportunities in the environmental emissions trading industry and the Company is now positioned itself as a developmental company in that industry.
The Company's Board of Directors has directed the Company's officers to complete the necessary steps for the Reverse Split and the filing of the documents for the amendments to the Company's Articles of Incorporation. As of the date of this Form 10-Q, The Record Date has been determined as October 23, 2008 as the official Record Date and the Company filed the required Form 8-K on October 27, 2008 to report these changes.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, RMA of San Francisco, Inc. and AEI Nevada. All significant inter-company transactions and balances have been eliminated.
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 net reliability of assets and estimated costs to be incurred during liquidation and disclosure of contingent assets and liabilities at December 31, 2008 Actual results could differ from those estimates.
GOING CONCERN BASIS OF ACCOUNTING
Financial Instruments
The carrying amounts reported in the balance sheets for cash and convertible notes and related interest approximate fair value due to the immediate short-term maturity of these financial instruments. Up until May 2, 2007 cash was restricted because the trustee of the bankruptcy court controlled it. Those funds were earmarked for payment of the remaining outstanding notes payable which as of May 2, 2007 have been settled.
The Company's liabilities and convertible debt has been settled by the court through the Chapter 7 bankruptcy.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
Stock Based Compensation
In October 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." This statement allows entities to measure compensation costs related to awards of stock-based compensation, using either the fair value method or the intrinsic value method. The Company has elected to account for stock-based compensation programs using the intrinsic value method.
Companies that do not choose to adopt the expense recognition rules of SFAS No. 123 will continue to apply the existing accounting rules contained in Accounting Principles Board Opinion (APB) No. 25, but are required to provide proforma disclosures of the compensation expense determined under the fair-value provisions of SFAS No. 123. APB No. 25 requires no recognition of compensation expense for most of the stock-based compensation arrangements provided by the Company, namely, broad-based employee stock purchase plans and option grants where the exercise price is equal to the market price at the date of the grant.
Impairment of Long-lived Assets
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed Of," which requires impairment losses to be recorded on long-lived assets used in operations when indicators of the impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. SFAS No. 121 also addresses the accounting for long-lived assets that are expected to be disposed of. No impairment of long-lived assets has been recognized.
Basic Loss Per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective December 6, 1993 (inception).
Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the reported periods. Diluted net loss per share reflects the potential dilution that could occur if a stock option and other commitments to issue common stock were exercised. Stock options issued to an officer in 1999 have been excluded from the weighted average share computation. This is consistent with accounting principles because during 1999 the average market price of the shares was not greater than the exercise stock option price and was therefore anti-dilutive.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
NOTE 3 - INCOME TAXES
Deferred income taxes reflect the next tax effects of temporary differences between the carrying amount of assets and liabilities for reporting and the amounts used for income tax purposes. The tax effects of items comprising the Company's net deferred tax assets are as follows:
|
For the Quarter Ended
September 30, 2011
|
||||
|
Deferred tax assets:
|
||||
|
Net operating loss carry-forwards
|
$ | 3,100,000 | ||
|
Other
|
- 0 - | |||
|
Gross deferred tax assets
|
||||
|
Valuation allowance
|
(3,100,000 | ) | ||
|
Net deferred tax assets
|
$ | - 0 - | ||
As of September 30, 2011, the Company has net operating loss carry-forwards for both federal and state income tax purposes of approximately $ 3,100,000, which expire through 2026. Under federal and state laws, the availability of the Company's net operating loss carry-forward may be limited if a cumulative change in ownership of more than 50% occurs within any three year period.
The Company filed for bankruptcy protection. The Company emerged from Chapter 7 bankruptcy on May 2, 2007. All liabilities and outstanding notes were settled for $1,502,294 cash payment. Of this amount $471,072 was paid to settle all of the outstanding notes of the Company. As a result, the Company recognized $1,346,420 as income, which is difference between the outstanding value of the notes, and the settled amount for the notes.
NOTE 4 - SHAREHOLDERS' EQUITY
Stock option plans
The Company has approved two stock option plans that become effective January 1, 1994, an Incentive Stock Option Plan and a Non-qualified Stock Option Plan. Both plans are available to officers, directors and key employees of the Company. Each plan allows for the purchase of up to 500,000 shares of common stock of the Company.
During the year ended December 31, 1998, the Company issued 60,000 options to a director under the non-qualified stock option plan. During the year ended December 31, 1999, 1,950,000 options were granted to officers of the Company as a compensation award. The options were immediately exercisable for $0.25 per share and were granted at less than the quoted market price of the stock on the date of grant. The Company has elected to account for incentive grants and grants under its Plan following APB No. 25 and related interpretations. Accordingly, the Company recorded $30,000 and $3,042,000 as compensation expense for the year ended December 31, 1998 and the year ended December 31, 1999, respectively, with a corresponding credit to additional paid in capital. Since 1999 the Company has not issued any additional stock compensation.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
Conversion of common to preferred Shares
On November 12, 2006, the Company's Board of Directors approved the designation of 4,000,000 shares of the Company's Preferred Stock to be designated as Series A Preferred Stock. The action was taken by the Board under the authority granted it in the Company's Certificate of Incorporation which gives the Board the right to designate one or more series of Preferred Stock with such rights and privileges as the Board determines. On the same date and as a part of the same resolutions, the Board issued 3,500,000 shares of the Series A Preferred Stock to the Company's President, Ralph M. Amato in exchange for 1,249,669 shares of the Company's Common Stock held by him. In addition, 150,000 shares of the Series A Preferred Stock were also issued to acquire 150,000 shares of the Company's Common Stock held by another stockholder.
In general, the Series A Preferred Stock has the following rights and privileges: (i) each share of the Series A Preferred Stock has the right to two votes per share and to vote with the Company's common stockholders on any matter presented before them; (ii) each share of the Series A Preferred Stock has the right to convert into 20 shares of the Company's Common Stock at any time (subject to the Company having a sufficient number of authorized but unissued shares of Common Stock available for conversion); and (iii) the number of shares of the Company's Common Stock that are to be issued upon conversion of the Series A Preferred Stock are not to be reduced or increased by reason of any forward or reverse stock split or other recapitalization. The Series A Preferred Stock is not redeemable by the Company and no sinking fund or special dividend rights were accorded the Series A Preferred Stock. In the event that the Company's Board of Directors declares any dividends, the holders of the Series A Preferred Stock have the same rights and privileges and are entitled to share ratably with the holders of the Company's Common Stock in any such dividend.
Conversion of Preferred to Common Shares
In December of 2009 all of the Series A Preferred Stock was converted into 73,000,000 common shares of stock.
NOTE 5 - BANKRUPTCY
On May 8, 2001 the Company filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. The filing was in response to an unexpected attempt by the landlord to terminate the Company's long-term lease for the club in San Francisco. The Company had planned to emerge from these proceedings with a workable reorganization plan to repay its major creditors, including the landlord. The Company was current in its monthly rent obligations, but the landlord is also a short-term creditor with whom the Company was trying to negotiate new payment terms. On September 21, 2001 the Company's subsidiary (RMA of San Francisco, Inc.) also filed a petition for relief under Chapter 11 of the United States Bankruptcy Code, and subsequently the cases were consolidated. The Company submitted reorganization plans to the Court for approval, but the plans were rejected. The Bankruptcy Court ordered the transfer of operations as of September 13, 2002, and then subsequently entered an order for liquidation on October 6, 2002.
The assets were transferred to a third party for approximately $1,502,294. As part of this transaction three of the Company's creditors, with claims totaling approximately $1,350,000, agreed to waive immediate payment of their claim and made payment arrangements with the buyer. A portion of the remaining funds was used to satisfy Trustee fees, Court fees, payroll taxes, and administrative fees incurred during bankruptcy. The remaining funds will be used to satisfy all other claims on an equal basis including notes payable and trade accounts payable. The extent to which these claims will or will not be satisfied is not being determinable at this time. It is possible that these claims will not completely satisfy through this process and that the Company will have some remaining liabilities. This has, in all practical terms, dissolved the assets of RMA of San Francisco and left the Company without an operating business.
On May 2, 2007 the Company emerged from Chapter 7 bankruptcy. In November of 2007 the Company's Board of Directors voted to forego any further involvement in the adult entertainment industry. The Company has since decided to explore opportunities in the environmental emissions trading industry and the Company is now positioned itself as a developmental company in that industry.
ENVIRONMENTAL CREDITS LTD
(Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2011
NOTE 6 - GOING CONCERN
The Company was discharged from bankruptcy in May 2007 and all assets were liquidated to satisfy the obligations as set forth by the bankruptcy court. The Company has engaged in no business activities since and the auditors' included this disclosure. Management believes that now that the bankruptcy proceedings are complete the Company will have a public company "shell" that they can use to pursue other business ventures.
Now that the Company has been discharged from bankruptcy Management plans to pursue other business ventures that may include raising additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in its attempt to raise additional capital through any type of offering.
NOTE 7 - SUBSEQUENT EVENTS
There were no subsequent events.
MATTER OF FORWARD-LOOKING STATEMENTS
THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY’S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COPMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR ENVIRONMENTAL CREDITS, LTD., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.
As used herein, the term “the Company,” “we,” “us,” and “our” refer to Environmental Credits, Ltd., a Delaware corporation unless otherwise noted.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Background
Environmental Credits, Ltd., a Delaware corporation, (the "Company"), was originally incorporated in the State of Delaware on April 21, 1997 under the name Wagg Corp. and later the Company changed its name in January 1998 to Alternative Entertainment, Inc. and then later in December 1998 to BoysToys.com, Inc.
On May 8, 2001, the Company filed a petition with the United States Bankruptcy Court for the Northern District of California for relief under Chapter 11 of the United States Bankruptcy Code. The filing was in response to an unexpected attempt by the landlord to terminate the Company=s long-term lease for the Company=s then-existing upscale gentlemen's club in San Francisco, California (the AClub").
On September 12, 2002, the United States Bankruptcy Court for the Northern District of California transferred the Club, all of the Company=s assets and operations from the Company. Thus, from September 12, 2002 through the present, the Company did not have and does not have any assets or operations. The Company=s prior proposed plan of reorganization was rejected by the Court. Currently, the Company has no assets or operations and is a mere Apublic shell@ company.
On October 6, 2002, the United States Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”) entered an order for Chapter 7 dissolution.
On May 2, 2007, the Bankruptcy Court entered an order closing the Company’s bankruptcy case. As a result, the Company emerged from the jurisdiction of the Bankruptcy Court’s jurisdiction on that date.
On March 7, 2008, the Company held it’s first-ever stockholder’s meeting. At the meeting, the Company’s stockholders approved the following actions:
|
(A)
|
the proposed reverse split of the Company=s Common Stock (par value $0.01) so that upon effectuation of the split, one New Share (of the Company=s Common Stock) will be issued for each two hundred (200) shares of the Company=s Common Stock currently issued and outstanding with each fractional share rounded up to the next whole share (the “Reverse Split”);
|
|
(B)
|
the proposed the amendment to the Company=s Certificate of Incorporation to change the Company=s name from BoysToys.com, Inc. to Environmental Credits, Ltd.;
|
|
(C)
|
the proposed appointment of Stan Lee, CPA as the Company=s independent auditor; and
|
|
(D)
|
the proposed amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock (par value $0.01) from 20,000,000 to 300,000,000 (par value $0.01).
|
Subsequently, the Company completed reverse split of the Company’s Common Stock.
Notwithstanding these actions, the Company is effectively insolvent and its very existence as a corporate enterprise can not be assured. The Company has continued to file the reports required by Section 13(a) of the Securities Exchange Act of 1934 in deference to the Company’s loyal stockholders and its former employees.
Since May 8, 2001 we have been insolvent and we remain insolvent.
Our Circumstances as an insolvent “Shell Company”
We are an insolvent “shell company” (as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934). To the extent that we may be able, we may undertake efforts to develop a business or merge with or acquire an operating company with operating history and assets. The exact form and nature of any investment or activity that we may undertake has not yet been determined.
If we do not successfully pursue some form of operating business, then our primary activity will likely involve seeking merger or acquisition candidates with whom we can either merge or acquire.
While our stockholders, on March 7, 2008, approved the change in the Company’s name to “Environmental Credits, Ltd.,” and we hope that we may be able to enter or participate in owning or acquiring such a related business, we
cannot be certain that we will be successful in pursuing and completing negotiations to achieve a successful transaction that would allow us to have a business. While we have had discussions with potential acquisition targets and we are hopeful that we can acquire a suitable company, until customary definitive agreements are signed and a transaction closes, we cannot assure you that we will be successful in such efforts.
Unlike other public companies that seek to invest or acquire an existing business, we are a “shell company” and as a result, any person that invests in our company and acquires our common stock will need to wait after we have “cured” the shell status - this will take at least a year or more from the date at which we file a Form 8-K disclosing such a transaction (assuming that we do not remain a “shell company” by having no or nominal non-cash assets and no or nominal operations). This makes it difficult for us to attract capital. In every way, any purchase of our common stock involves potentially huge uncertainties and risks that are unlike those that would likely be found if a similar investment were made in a company that has an existing business with a track record that can be evaluated in light of the company, the business, and industry that the company is in. We do not have that and will not have that unless or until we acquire or invest in an existing business and develop some reasonable record that will reasonably allow investors to evaluate us further.
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent liabilities. On an ongoing basis, management evaluates its estimates, including those that relate to income tax contingencies, revenue recognition, and litigation.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions and conditions. If actual results significantly differ from management’s estimates, the Company’s financial condition and results of operations could be materially impaired.
Recent Events
On September 21, 2011, we entered into a non-binding Letter of Intent (the “Letter of Intent”) with Global Recycling Technologies, Ltd., a Delaware corporation and privately-owned operating company (“Global Recycling”), with respect to the principal terms and conditions pursuant to which we would purchase all of the issued and outstanding shares of capital stock of Global Recycling by the way of a reverse triangular merger transaction (the “Reverse Merger”) pursuant to an Agreement and Plan of Merger (the “Reverse Merger Agreement”) between us, a wholly-owned subsidiary of ours which will be formed for the purposes of consummating the Reverse Merger (“Merger Sub”), and Global Recycling. We and Global Recycling anticipate entering into and completing the Reverse Merger transaction by December 31, 2011, although the parties have not entered into a definitive merger agreement as of the date of this Form 10-Q. For this reason, there can be no assurances that the contemplated transaction will be consummated.
Under the proposed Reverse Merger Agreement, if all conditions are satisfied or waived: (a) Merger Sub will be merged with and into Global Recycling; (b) Global Recycling will become our wholly-owned subsidiary; (c) all holdings of Global Recycling shares and options and warrants will be exchanged (or assumed, in the case of options and warrants) for comparable securities of our Company; and (d) a majority of our Common Stock will be owned by Global Recycling stockholders. Upon consummation of the Reverse Merger, the combined entity will be solely engaged in Global Recycling’s business, Ralph M. Amato, our current sole executive officer and director, will resign, Global Recycling’s officers will become our officers and Global Recycling’s directors will become and constitute all of the members of our Board of Directors.
Global Recycling is a green chemistry company formed to roll-out our patent pending glycol (i.e., Anti-Freeze) recycling technology – GlyEco Technology™. The Global Recycling patent pending technology recycles all types of ethylene glycol into virgin refinery grade product. Their initial business strategy was to acquire and operate up to six glycol recycling/remanufacturing facilities and companies in North America. They formed various wholly-owned subsidiaries that entered into asset purchase agreements to purchase these facilities and companies.
It is a condition of the Merger Agreement that we change our name to GlyEco, Inc. prior to the consummation of the Reverse Merger. We believe that changing our name to GlyEco, Inc. is more in line with Global Recycling’s line of business and will aid us in achieving brand recognition and better position us to obtain future sources of financing.
In the event that the Reverse Merger is not consummated with Global Recycling after we have changed our name to GlyEco, Inc., we have agreed to change our name to a new name not related with GlyEco, Inc.
In all of these matters, we cannot assure you that the contemplated Reverse Merger will be consummated or, if it is consummated, that it will be accomplished on a timely basis and on terms that are reasonable in light of our current circumstances.
Subsequent to signing the Letter of Intent the Company filed an Information Statement (PRE 14C-2) on October 21, 2011 and DEF 14C- 2 on October 31, 2011 with the Securities and Exchange Commission to effect the following changes:
The Majority Stockholders approved of the following corporate actions (the “Corporate Actions”) in the Written Consent:
|
1.
|
To change the name of the Company from Environmental Credits, Ltd. to GlyEco, Inc.
(the “Name Change”);
|
|
2.
|
To increase the number of authorized “blank check” preferred stock, par value $0.01 per share
(the “Preferred Stock”), from 10,000,000 to 40,000,000 shares;
|
|
3.
|
To decrease the par value of the Company’s Common Stock and Preferred Stock from $0.01 per share to
$0.0001 per share (the “Par Value Decrease”); and
|
|
4.
|
To change the state of incorporation of the Company from the State of Delaware to the State of Nevada
by merging the Company into GlyEco, Inc., a newly formed Nevada company and wholly-owned subsidiary
of the Company (the “Reincorporation”).
|
First Nine Months of 2011 vs. First Nine Months of 2010
During the nine months ending September 30, 2011 (the “First Nine Months of 2011”) we recorded revenues of $0. This compares to the nine months ending September 30, 2010 (the “First Nine Months of 2010”) when we recorded revenues of $0. The absence of revenues reflects the status of the Company as an insolvent public “shell company.”
We recorded $0 in General, and administrative expenses during the First Nine Months of 2011 compared to $0 in General and administrative expenses during the First Nine Months of 2010.
As a result, during the First Nine Months of 2011 we recorded $0 as Income (Loss) from Operations before other income and expense compared to Income (Loss) from operations before other income and expense of $0 during the First Nine Months of 2010.
However, during the First Nine Months of 2011, we recorded no other expenses or gains and during the First Nine Months of 2010, we similarly recorded no expenses or gains.
As a result, we recorded $0 as Net Income (loss) per share during the First Nine Months of 2011 and the First Nine Months of 2010.
Third Quarter Ending September 30, 2011 vs. Third Quarter Ending September 30, 2010
During the third quarter ending September 30, 2011 (the “Third Quarter 2011”) we recorded revenues of $0. This compares to the third quarter ending September 30, 2010 (the “Third Quarter 2010”) when we recorded revenues of $0. At the same time, during the Third Quarter 2011 we recorded General and administrative expenses of $0 which compares to $0 in General and administrative expenses for the Third Quarter 2010.
As a result, during the Third Quarter 2011 we recorded $0 as income (loss) from operations before other income and expense of $0 which compares to income (loss) from operations before other income and expense of $0 recorded during the Third Quarter 2010.
During the Third Quarter 2011 we recorded $0 as Net Income (loss) per diluted share. By comparison, during the Third Quarter 2010, we recorded $0 as Net Income (loss) per diluted share.
As a result, we recorded $0 as Net Income during the Third Quarter 2011 compared to $0 as Net Income during the Third Quarter 2010.
Liquidity and Capital Resources
We have no working capital, no liquidity, and we are effectively insolvent. We continue to closely monitor our cash outlays. We remain dependent upon Ralph M. Amato, our sole officer and director, for all of our financial needs, including, but not limited to, the costs of our corporate and securities compliance. We cannot assure you that we will continue as a corporation or that if we do, that we can continue to meet our obligations under our federal securities laws.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our operations and our securities are subject to a number of substantial risks, including those described below. If any of these or other risks actually occur, our business, financial condition and operating results, as well as the trading price or value of our common stock could be materially adversely affected. No attempt has been made to rank these risks in the order of their likelihood or potential harm. In addition to those general risks enumerated elsewhere in the document, any purchaser of the Company’s common stock should also consider the following risk factors:
Risks Related to the Company’s Operations
We are an insolvent “shell company” and we will likely require significant additional capital.
If we to acquire an existing business or finance a proposed business that we develop, we will likely require a significant amount of additional capital. We are insolvent and we have no certain prospect of ensuring our continued existence as a company. We cannot assure you that we can obtain additional capital or, if we do, that we can obtain it in a timely fashion and on terms that are reasonable in light of our current circumstances. In the event that we achieve any success in raising capital or acquiring or establishing a business, all of our existing stockholders will likely incur immediate and dramatic dilution relative to their existing percentage ownership of the Company.
We have limited management and limited staff resources to manage our business.
We have one officer and one director, Ralph M. Amato and we have no present plans to increase our management and staff at the present time. While we believe that this policy is prudent and appropriate in our circumstances, the lack of additional officers, directors, and additional support staff serves to limit our ability to conduct in-depth evaluations of our business, our strategy, our competitive environment, and other critical aspects of our business. As a result, we may be successful in correctly identifying competitive and industry trends or, for that matter, in developing strategies that will respond effectively to the ever-changing competitive environment.
We have no “key man” life insurance on the life of Ralph M. Amato.
Currently, we maintain no “key man” life insurance on the life of Ralph M. Amato and we have no plans to purchase any such insurance in the future. In the event that Mr. Amato becomes ill or incapacitated or in the event of his death, we may be exposed to significant and protracted losses.
Likely Future Dilution
In the event that we raise any capital to develop or acquire any business or otherwise issue any shares of our common stock, preferred stock, or both, any holder of our common stock will incur immediate and substantial dilution. As a result, existing stockholders will likely experience significant additional dilution of their ownership interest in the Company. There can be no assurance that we will be successful in raising any additional capital to develop or acquire any business or if we are successful, that it can be accomplished on terms that may be reasonable in light of our current circumstances.
Risks Related to the Company’s Common Stock
Our Common Stock is traded on a limited and sporadic basis and the price of our Common Stock is much lower than that of other common stocks of other smaller public companies.
Our Common Stock is traded on the OTC Market and only on a limited and sporadic basis. To the extent that we are able we will take steps that may allow the stock to achieve greater liquidity and tradability in the market, our stock price is trading level is much lower than that of other smaller public companies. Of the 73,034,283 shares of our common stock outstanding: (A) 70,000,000 shares are restricted and control securities (as those terms are defined in the Securities Act of 1933, as amended) owned and held by Ralph M. Amato; and (B) an aggregate of 3,034,283 shares are unrestricted or freely-tradable securities. Of the latter, there has been only a very limited and sporadic trading market and there can be no guarantee that trading volumes in our common stock will improve, that a liquid trading market will develop or if it does, that it will be sustained. For these and other reasons, this will likely continue to limit the attractiveness of our Common Stock and also limit the interest that investors and the overall market may have in our Common Stock. For these and other reasons, we cannot assure you that our stock will ever increase in value.
We are a “shell company” and the securities of shell companies are not viewed as viable investments.
Since our company left the oversight of the U.S. Bankruptcy Court for the Northern District of California in May 2007, we have regained oversight over our corporate affairs but we are still a “shell company” (as that term is used in Rule 405 of the Securities Act of 1933, Rule 144(i) of the Securities Act of 1933, and Rule 12b-2 of the Securities Exchange Act of 1934). We have no meaningful assets and no business. If we acquire another company and issue our common stock or other securities, the purchaser will likely require a deep discount and demand a huge percentage of the post-closing common stock if only because of the long holding period and the uncertainty as to when the “shell company” status will be said to have been “cured.” Thus, our common stock and our securities are not very attractive. Our future is subject to many risks and uncertainties and the future course of our company and the market price of the Company’s Common Stock can not be predicted or evaluated in any historical context. For these reasons alone, the purchase of our Common Stock should be viewed as “HIGH RISK” and as an appropriate investment reserved exclusively for persons who can afford the total loss of their entire investment.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of August 31, 2011, that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management also assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
Based on this assessment, management has concluded that as of December 31, 2010, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
In General. The purchase of shares of our common stock is very speculative and involves a very high degree of risk. As a small insolvent shell company, our status as a shell company and the significant uncertainties of any future business organization and structure all involve elements of monumental risk. In many instances, these risks arise from factors over which we will have little or no control. Some adverse events may be more likely than others and the consequence of some adverse events may be greater than others. No attempt has been made to rank risks in the order of their likelihood or potential harm. Any person who acquires our Common Stock should be prepared to lose all of their investment.
1) The market price of our common stock may fluctuate significantly.
The market price of our common shares may fluctuate significantly in response to factors, many of which are beyond our control, such as:
· the announcement of new technologies by us or our competitors;
· quarterly variations in our and our competitors’ results of operations;
· changes in earnings estimates or recommendations by securities analysts;
· developments in our industry;
· general market conditions and other factors, including factors unrelated to our own operating performance;
· changing regulatory exposure, laws, rules and regulations which may change; and
· tax incentives and other changes in the tax code.
Further, the stock market in general has recently experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of our common shares, which could cause a decline in the value of our common shares. The continuing recessionary economic environment also makes our common stock less attractive compared to other competing investment opportunities. A total of 70,000,000 shares of our Common Stock are owned and held by Ralph Amato. While he is not able to sell these shares pursuant to a Rule 144 claim of exemption (because of our “shell company” status under Rule 144(i)), all of the other shares that are outstanding are freely-tradable securities. You should also be aware that price volatility might be worse if the trading volume of our common shares is low.
2) Trading of our common stock is limited.
Our Common Stock is traded only on the OTC Market. Trading in our stock has historically been limited and sporadic with no continuous trading market over any long or extended period of time. This has adversely effected the liquidity of our common stock, not only in terms of the number of securities that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts' and the media's coverage of us. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock. There will likely be only limited liquidity and investors will not likely have the ability to purchase or sell our common stock in any significant quantities. This too will sharply limit interest by individual and institutional investors.
3) Insolvency, Limited Financial Resources and Future Dilution
We are an insolvent “shell company” and we have limited financial resources. While we that we may be able to find or develop opportunities appropriate to our circumstances, we cannot assure you that we will be successful in obtaining additional financial resources to meet our financial needs or, we are successful in doing so, that we can obtain such financial resources on terms that are reasonable in light of our current financial circumstances.
4) Control by Ralph M. Amato.
As a result of the issuance of the Series A Preferred Stock, control over our Company passed to Ralph M. Amato who is also currently our President, Chief Executive Officer and Chairman of the Board. Since Mr. Amato owns 70,000,000 shares of our Common Stock, he effectively controls the Company. On this basis, persons who acquire our common stock have no real ability to have any influence or control over the Company, its affairs, or its future direction.
5) Limited Management, Lack of Key Man Life Insurance, & Limited Internal Evaluation of Business Strategy.
Our sole officer and director is Ralph M. Amato. We have no other officers or directors. While we believe that our current management structure is suitable to our needs and the requirements of our business, we have no present plans to increase our executive management in the near future. We also do not have and have no present plans to obtain, any key man life insurance on the life of Ralph M. Amato. In the event of his disability or death, we may be exposed to significant and protracted costs and expenses in obtaining appropriate and suitable managerial resources. Finally, because we are primarily dependent upon Mr. Amato, our business strategy is largely dependent upon decisions and evaluations made by him.
6) Risks of Low Priced Stocks.
Our common stock has only limited and sporadic trading on the Bulletin Board. As a result and due to the limited and sporadic trading market, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Common Stock. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities.
Under this rule, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale.
Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock. The Commission has recently adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules.
In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale.
Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and if the broker/dealer is the sole market-maker, the broker/dealer must disclose this fact and its control over the market.
Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market-maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives.
Finally, all NASDAQ securities are exempt if NASDAQ raised its requirements for continued listing so that any issuer with less then $2,000,000 in net tangible assets or stockholder's equity would be subject to delisting. These criteria are more stringent than the proposed increased in NASDAQ's maintenance requirements.
The Company's securities are subject to the above rules on penny stocks and the market liquidity for the Company's securities could be severely affected by limiting the ability of broker/dealers to sell the Company's securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. [Removed and Reserved]
Item 5. Other Information
None
Item 6. Exhibits
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENVIRONMENTAL CREDITS, LTD. | |||
|
Date: November 9, 2011
|
By:
|
/s/ Ralph M. Amato | |
| Ralph M. Amato | |||
|
Chief Executive Officer and
Chief Financial Officer
|
|||